TRUST AGREEMENT
TRUST AGREEMENT, between MSDW Structured Asset Corp. (the
"Depositor") and LaSalle Bank National Association (the "Trustee"), made as of
the date set forth in Schedule I attached hereto, which Schedule together with
Schedules II and III attached hereto, are made a part hereof and are hereinafter
referred to collectively as the "Terms Schedule". The terms of the Standard
Terms for Trust Agreements, dated July 7, 1999 (the "Standard Terms") are,
except to the extent otherwise expressly stated, hereby incorporated by
reference herein in their entirety with the same force and effect as though set
forth herein. Capitalized terms used herein and not defined shall have the
meanings defined in the Standard Terms. References to "herein", "hereunder",
"this Trust Agreement" and the like shall include the Terms Schedule attached
hereto and the Standard Terms so incorporated by reference.
WHEREAS, the Depositor and the Trustee desire to establish the
Trust identified in Schedule I attached hereto (the "Trust") for the primary
purposes of (i) holding the Securities, (ii) entering into any Swap Agreement
with the Swap Counterparty and (iii) issuing the Units;
WHEREAS, the Depositor desires that the respective beneficial
interests in the Trust be divided into transferable fractional shares, such
shares to be represented by the Units; and
WHEREAS, the Depositor desires to appoint the Trustee as
trustee of the Trust and the Trustee desires to accept such appointment;
WHEREAS, the Depositor shall transfer, convey and assign to
the Trust without recourse, and the Trust shall acquire, all of the Depositor's
right, title and interest in and under the Securities and other property
identified in Schedule II to the Trust Agreement (the "Trust Property"); and
WHEREAS, the Trust agrees to acquire the Trust Property
specified herein in consideration for Units having an initial Unit Principal
Balance identified in Schedule I attached hereto, subject to the terms and
conditions specified in the Trust Agreement;
NOW THEREFORE, the Depositor hereby appoints the Trustee as
trustee hereunder and hereby requests the Trustee to receive the Securities from
the Depositor and to issue in accordance with the instructions of the Depositor
Units having an initial Unit Principal Balance identified in Schedule I attached
hereto, and the Trustee accepts such appointment and, for itself and its
successors and assigns, hereby declares that it shall hold all the estate,
right, title and interest in any property contributed to the trust account
established hereunder (except property to be applied to the payment or
reimbursement of or by the Trustee for any fees or expenses which under the
terms hereof is to be so applied) in trust for the benefit of all present and
future Holders of the fractional shares of beneficial interest issued hereunder,
namely, the Unitholders, and subject to the terms and provisions hereof and of
the Standard Terms.
IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Terms Schedule attached hereto.
LASALLE BANK NATIONAL ASSOCIATION
as Trustee on behalf of the
Trust identified in Schedule
I hereto, and not in its individual
capacity
By: /s/ Brian D. Ames
----------------------------
Name: Brian D. Ames
Title: Vice President
MSDW STRUCTURED ASSET CORP.
By: /s/ Susan Portelli
----------------------------
Name: Susan Portelli
Title: Attorney in fact
Attachments: Terms Schedule (consisting of Schedules I, II and III)
Schedule I
(Terms of Trust and Units)
Trust: SATURNS Trust No. 2001-5
Date of Trust Agreement: July 10, 2001
Trustee: LaSalle Bank National Association.
References to Chase Bank of Texas,
National Association in the Standard
Terms shall be inapplicable.
Initial Unit Principal Balance: $26,022,625
Issue Price: 100%
Number of Units: 1,040,905 (Unit Principal Balance
of $25 each)
Minimum Denomination: $25 and $25 increments in excess
thereof. The minimum denomination
specified in Section 5.01(a) of the
Standard Terms shall not apply. Each $25
of Unit Principal Balance is a Unit.
Cut-off Date: July 10, 2001
Closing Date: July 10, 2001
Specified Currency: United States dollars
Business Day: New York, New York and Chicago, Illinois
Interest Rate: 7.875%
Interest Reset Period: Not Applicable
Rating: A3 by Moody's
BBB+ by S&P
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: May 15, 2031
Prepayment/Redemption: The Trust Property is subject to
redemption at any time and is subject to
call in accordance with Schedule III.
If there is a partial redemption of the
Securities or a related partial exercise
of the Call Option Swap Agreement, the
Trustee will randomly select Units to be
redeemed in full from the proceeds of
such partial exercise of the Call Option
Swap Agreement or partial redemption of
the Securities. The proceeds of any such
call or redemption shall be distributed
upon the Distribution Date corresponding
to such call or redemption.
If any exercise of less than all Call
Option Swap Agreements occurs while
multiple Call Option Swap Agreements are
outstanding, the Trustee will randomly
select Units to be redeemed from the
proceeds of such exercise.
If any partial redemption of the
Securities held by the Trust occurs
while multiple Interest Rate Swap
Agreements are outstanding, the Trustee
will randomly assign the portion of such
partial redemption that shall be deemed
to occur under each of such Interest
Rate Swap Agreements.
Additional Distribution: If any of the Securities are redeemed by
the Security Issuer prior to July 10,
2006, each of the Units which are
redeemed in connection with such
redemption of Securities will receive a
pro rata distribution from the proceeds
of the redemption of the Securities
remaining after payment of principal and
interest on such Units up to a maximum
of $2.50 per Unit.
Corporate Trust Office: The definition of "Corporate Trust
Office" in the Standard Terms shall not
apply.
The Corporate Trust Office shall be the
Trustee's Asset-Backed Securities Trust
Services Group having an office at 135
S. LaSalle Street, Suite 1625, Chicago,
Illinois 60603 or such other addresses
as the Trustee may designate from time
to time by notice to the Unitholders,
the Depositor, the Swap Counterparty and
the Guarantor.
Swap Agreements: The ISDA Agreements referred to in
Schedule III. In addition, in connection
with an additional issuance of Units,
any additional Swap Agreements entered
into in connection therewith.
The Swap Agreements shall consist of (i)
agreement(s) evidencing the right to
purchase the Securities (the "Call
Option Swap Agreements") and (ii)
agreement(s) evidencing the obligation
of the counterparty to pay a sum certain
on the Final Scheduled Distribution Date
or as otherwise specified therein (the
"Interest Rate Swap Agreement").
Swap Counterparties: Party A to the Interest Rate Swap
Agreement is the "Interest Rate Swap
Counterparty". Party A to the Call
Option Swap Agreement is the "Call
Option Swap Counterparty".
In connection with an additional
issuance of Units, Party A to each
respective additional Swap Agreement or
any assignee thereof.
In the event that there is more than one
Call Option Swap Counterparty or
Interest Rate Swap Counterparty at any
time when any adjustment to the notional
balance or other rights and obligations
thereof must be made due to a partial
redemption of the Securities, the
Trustee shall randomly allocate such
adjustment among the applicable Swap
Counterparties.
Guaranty: Morgan Stanley Dean Witter & Co. (the
"Guarantor") shall guarantee the
obligations of Morgan Stanley Capital
Services Inc. ("MSCS") for so long as
MSCS is Party A to any Interest Rate
Swap Agreement with the Trust.
Morgan Stanley Dean Witter & Co. (the
"Guarantor") shall guarantee the
obligations of Morgan Stanley & Co.
International Limited ("MSIL") for so
long as MSIL is Party A to any Call
Option Swap Agreement with the Trust.
Swap Notional Amount: With respect to the Call Option Swap
Agreement, the Notional Amount specified
in such Swap Agreement. With respect to
the Interest Rate Swap Agreement, the
Notional Amount specified in such Swap
Agreement.
Swap Payment Date: With respect to the Interest Rate Swap
Agreement, the Final Scheduled Maturity
Date or such other date as specified
therein. With respect to the Call Option
Swap Agreement, any date upon which the
rights under the Call Option Swap
Agreement may be exercised.
Swap Rate: Not Applicable
Additional Swap Agreements: In connection with an additional
issuance of Units, the Depositor may
arrange for the Trust to enter into
additional Call Option Swap Agreements
and additional Interest Rate Swap
Agreements with identical terms as the
respective Swap Agreement entered into
as of the Closing Date with additional
Swap Counterparties, except that each
such additional Swap Agreement may have
a different Swap Counterparty and
premium amount, in the case of any Call
Option Swap Agreement, or initial
payment amount in the case of any
Interest Rate Swap Agreement. The Rating
Agency Condition must be satisfied with
respect to each such Swap Counterparty.
Distribution Date: Each May 15 and November 15, commencing
November 15, 2001.
A Distribution Date shall also occur
upon any date on which a redemption by
the Security Issuer occurs or as of
which an exercise of the rights under
the Call Option Swap Agreement occurs as
to less than all of the Securities held
by the Trust.
If any payment with respect to the
Securities held by the Trust is not
received by the Trustee by 12 noon (New
York City time) on a Distribution Date,
the corresponding distribution on the
Units will not occur until the next
Business Day that the Trust is in
receipt of proceeds of such payment
prior to 12 noon, with no adjustment to
the amount distributed.
Record Date: May 1 with respect to Distribution Dates
scheduled to occur each May 15 and
November 1 with respect to Distribution
Dates scheduled to occur each November
15, regardless of whether such day is a
Business Day and notwithstanding any
adjustment to the related Distribution
Date due to such Distribution Date
falling on a day other than a Business
Day.
With respect to any Distribution Date
that does not occur upon the Business
Day corresponding to the applicable May
15 or November 15, the fourteenth day
prior to such date, regardless of
whether such day is a Business Day.
Form: Global
Depositary: DTC
Trustee Fees and Expenses: As compensation for and in payment of
trust expenses related to its services
hereunder other than Extraordinary Trust
Expenses, the Trustee will receive
Trustee Fees on each Distribution Date
in the amount equal to $3,750. The
Trustee Fee shall cease to accrue after
termination of the Trust. The "Trigger
Amount" with respect to Extraordinary
Trust Expenses for the Trust is $25,000
and the Maximum Reimbursable Amount is
$100,000. The Trustee Fee will be paid
by the Expense Administrator. Expenses
will be reimbursed by the Expense
Administrator in accordance with the
Expense Administration Agreement.
Expense Administrator: The Depositor will act as Expense
Administrator on behalf of the Trust
pursuant to an Expense Administration
Agreement, dated as of July 10, 2001
(the "Expense Administration
Agreement"), between the Depositor as
Expense Administrator (the "Expense
Administrator") and the Trust.
The Expense Administrator will receive a
fee equal to 0.025% per annum of the
principal amount of the Securities held
by the Trust as its fee, payable on the
basis of a 360 day year consisting of
twelve 30 day months. The Expense
Administrator's fee is payable only from
available interest receipts received
with respect to the Securities after
application of such receipts to payment
of accrued interest on the Units and any
Swap Termination Payments currently
owing.
In addition the Expense Administrator
shall own that portion of the Securities
which represent the interest of a
fractional Unitholder that would remain
after a partial redemption had the
Expense Administrator not been obligated
to pay an amount equal to the fractional
Unit remaining together with any
fraction accrued interest and fractional
Additional Distribution. The Expense
Administrator shall receive all interest
and principal with respect to such
portion of the Securities.
The Expense Administrator will be
responsible for paying the Trustee Fee
and reimbursing certain other expenses
of the Trust in accordance with the
Expense Administration Agreement.
Listing: The Depositor has applied to list the
Units on the New York Stock Exchange
ERISA Restrictions: None of the restrictions in the Standard
Terms relating to the Employee
Retirement Income Security Act of 1974,
as amended, and related matters shall
apply.
Deemed Representations: Not Applicable
QIB Restriction Not Applicable
Trust Wind-Up Event: The Trust Wind-Up Events specified in
Sections 9.01(a), 9.01(c), 9.01(d),
9.01(f) and 9.01(h) shall not apply. The
Trust Wind Events specified in Sections
9.01(b) (Security Default), 9.01(e)
(Early Termination Date designated due
to "illegality" or "tax event" under the
Swap Agreement), 9.01(g) (Disqualified
Securities), 9.01(i) (Excess Expense
Event) shall apply. Pursuant to Section
9.01(j), the following events also shall
constitute Trust Wind-Up Events: (i)
redemption by the Security Issuer of all
Securities held by the Trust and (ii)
exercise of the right to purchase
Securities under the Call Option Swap
Agreement as to all Securities held by
the Trust.
Termination: If a Trust Wind-Up Event occurs other
than due to a redemption of all of the
Securities held by the Trust by the
Security Issuer or exercise of the right
to purchase Securities under the Call
Option Swap Agreement as to all
Securities held by the Trust, any
Securities held by the Trust will be
liquidated and the proceeds will be
applied first to redeem the Units at
100% of their principal balance plus
accrued interest and then to apply any
remaining amounts to the payment of any
amounts owed to the Call Option Swap
Counterparty as a Swap Termination
Payment under the Call Option Swap
Agreement.
Self-Tenders: The Trustee shall not accept an
instruction to tender the Securities in
connection with any tender offer for the
Securities.
Terms of Retained Interest: The Depositor retains the right to
receive any and all interest that
accrues on the Securities prior to the
Closing Date. The Depositor will receive
such accrued interest on the first
Distribution Date for the Units and such
amount shall be paid from the interest
payment made with respect to the
Securities on November 15, 2001.
The amount of the Retained Interest is
$313,085.
If a Security Default occurs on or prior
to November 15, 2001 and the Depositor
does not receive such Retained Interest
amount in connection with such
Distribution Date, the Depositor will
have a claim for such Retained Interest,
and will share pro rata with holders of
the Units to the extent of such claim in
the proceeds from the recovery on the
Securities.
Call Option Terms: Not applicable.
Security Default: The definition of Security Default in
the Standard Terms shall not apply. A
"Security Default" shall mean one of the
following events: (i) the acceleration
of the outstanding Securities under the
terms of the Securities and/or the
applicable Security Agreement and
failure to pay the accelerated amount on
the acceleration date, (ii) the failure
of the Security Issuer to pay an
installment of principal of, or any
amount of interest due on, the
Securities after the due date thereof
and after the expiration of any
applicable grace period; or (iii) the
occurrence of certain events of default
under such Securities and/or Security
Agreement relating to the insolvency or
bankruptcy of the Security Issuer.
Sale of Securities If the Trust must sell the Securities it
holds, the Trust will sell the
Securities through the Selling Agent in
accordance with Section 9.03(b) and the
following terms. The Selling Agent will
solicit bids for all of the Securities
held by the Trust from at least three
registered broker-dealers of national
reputation, one of which shall be the
Selling Agent. The Selling Agent will,
on behalf of the Trust, sell the
Securities at the highest bid price
received. If the Selling Agent did not
put forward such highest bid, it may
purchase the Securities at such highest
bid rather than selling the Securities
to the highest bidder.
Voting and other Actions: In the event that the Security Issuer
solicits any vote (other than a
self-tender), consent, waiver,
modification or other action under the
Security Agreement or the terms of the
Securities, the Trustee will act with
respect to all of the Securities in
conformity with the direction of a
majority (by outstanding Unit Principal
Balance) of the Units.
Additional Issuance of Units: Upon no less than 5 days' notice to the
Trustee, the Depositor may deposit
additional Securities at any time in
exchange for additional Units in a
minimum aggregate amount of $250,000
and, if in excess of such amount, in a
$25 integral multiple in excess thereof.
The principal amount of Securities
deposited must be in the same ratio to
the Unit Principal Balance of the Units
received as the ratio of the aggregate
Unit Principal Balance on the Closing
Date to the aggregate principal balance
of the Securities on the Closing Date.
The Depositor must either arrange for
the Swap Counterparty and the Trust to
increase proportionally the notional
amount under the Swap Agreement or
arrange for an additional Swap Agreement
to be entered into between the Trust and
an additional Swap Counterparty. The
Rating Agency Condition must be
satisfied in connection with any such
additional issuance.
Selling Agent: Morgan Stanley & Co. Incorporated.
Notwithstanding any provision of the
Standard Terms to the contrary, any sale
of the Securities shall be conducted by
and through the Selling Agent and not
the Trustee.
Rating Agency Condition: The definition of Rating Agencies
Condition in the Standard Terms shall
not apply.
"Rating Agency Condition":
With respect to any specified action or
determination, means receipt of (i) oral
or written confirmation by Moody's (for
so long as the Units are outstanding and
rated by Moody's) and (ii) written
confirmation by S&P (for so long as the
Units are outstanding and rated by S&P),
that such specified action or
determination will not result in the
reduction or withdrawal of their
then-current ratings on the Units;
provided, however, that if the Rating
Agency Condition specified herein is to
be satisfied only with respect to
Moody's or S&P, only clause (i) or
clause (ii) shall be applicable. Such
satisfaction may relate either to a
specified transaction or may be a
confirmation with respect to any future
transactions which comply with generally
applicable conditions published by the
applicable rating agency.
Eligible Account: The definition of "Eligible Account" in
the Standard Terms shall not apply.
"Eligible Account":
A non-interest bearing account, held in
the United States, in the name of the
Trustee for the benefit of the Trust
that is either (i) a segregated account
or segregated accounts maintained with a
Federal or State chartered depository
institution or trust company the
short-term and long-term unsecured debt
obligations of which (or, in the case of
a depository institution or trust
company that is the principal subsidiary
of a holding company, the short-term and
long-term unsecured debt obligations of
such holding company) are rated P-1 and
Aa2 by Moody's, A-1+ and AA by S&P, and,
if rated by Fitch, F1 and AA by Fitch at
the time any amounts are held on deposit
therein including when such amounts are
initially deposited and all times
subsequent or (ii) a segregated trust
account or segregated accounts
maintained as a segregated account or as
segregated accounts and held by the
Trustee in its Corporate Trust Office in
trust for the benefit of the
Unitholders.
Permitted Investments: The following shall be a Permitted
Investment in addition to the
investments specified in the Standard
Terms:
Units of the Dreyfus Cash Management
Fund Investor Shares or any other money
market funds which are rated in the
highest applicable rating category by
each Rating Agency (or such lower rating
if the Rating Agency Condition is
satisfied).
Non-U.S. Persons Notwithstanding anything to the contrary
herein or in the Standard Terms, any
beneficial owner of any Units which is a
non-U.S. person shall not be entitled to
exercise any rights of the Unitholders
to instruct or direct Trustee.
Other Terms: The Trust shall not merge or consolidate
with any other trust, entity or person
and the Trust shall not acquire the
assets of, or an interest in, any other
trust, entity or person except as
specifically contemplated herein.
The Trustee shall provide to the
Unitholders copies of any notices it
receives with respect to a redemption of
the Securities or a call of the
Securities under the Swap Agreement and
any other notices with respect to the
Securities.
The reference to "B2" in the definition
of Certificate in the Standard Terms
shall be replaced with "Exhibit B2".
The reference to "Section 10.02(ix)" in
the definition of Available Funds in the
Standard Terms shall be replaced with
"Section 10.02(a)(ix)".
The reference to "Section 3.04" in the
definition of Unit Account in the
Standard Terms shall be replaced with
"Section 3.05".
The transfer by the Depositor to the
Trustee specified in Section 2.01(a) of
the Standard Terms shall be in trust.
Section 2.06 of the Standard Terms shall
be incorporated herein by inserting
"cash in an amount equal to the premium
under the Swap Agreement and" after the
phrase "constituting the Trust
Property," therein.
The reference to "calendar day" in the
last sentence of Section 3.06 of the
Standard Terms shall be replaced with
"Business Day".
Section 4.02(d) of the Standard Terms
shall be incorporated herein by striking
"and the Trustee on behalf of the
Unitholders" from the first sentence of
the second paragraph thereof.
Section 5.03(c) of the Standard Terms
shall be incorporated herein by striking
"(if so required by the Trustee or the
Unit Registrar)" from the first sentence
thereof.
Section 7.01(c)(i) of the Standard Terms
shall be incorporated herein by
replacing the first word thereof
("after") with "alter".
Section 7.02 of the Standard Terms shall
be incorporated herein by striking "(i)
the Trustee determines that such
amendment will not adversely affect the
interests of the Unitholders and (ii)"
from the first sentence thereof,
inserting "on which it may conclusively
rely" after "Opinion of Counsel" in such
sentence, and striking "clause (ii)"
from the second sentence of such
Section.
Section 9.03(a) of the Standard Terms
shall be incorporated herein by striking
"or oral" after the "at any time by" in
the third sentence thereof.
Clause (ix) of Section 10.02(a) shall
not apply.
Section 10.02(a)(x) of the Standard
Terms shall be replaced with the
following:
(x) the Trustee shall have the power to
sell the Securities and other Trust
Property, in accordance with Article IX
and XI, through the Selling Agent or, if
the Selling Agent shall have resigned or
declined to sell some or all of the
Securities, any broker selected by the
Trustee (at the direction of the
Depositor) with reasonable care, in an
amount sufficient to pay any amount due
to the Swap Counterparty under the Swap
Agreement (including Termination
Payments) or reimbursable to itself in
respect of unpaid Extraordinary Trust
Expenses and to use the proceeds thereof
to make such payments after the
distribution of funds or Trust Property
to Unitholders. Any such broker shall be
instructed by the Trustee to sell such
Trust Property in a reasonable manner
designed to maximize the sale proceeds.
Section 10.05(b) of the Standard Terms
shall be incorporated herein by
replacing ", pursuant to the first
sentence of this paragraph" with "the
Trustee shall be indemnified by the
Trust, however," in the last sentence
thereof.
Section 10.06(a) of the Standard Terms
shall be incorporated herein by
inserting "or association" after the
word "corporation" in the second
sentence thereof.
Section 10.07(a) of the Standard Terms
shall be incorporated herein by
replacing "notice or resignation" with
"notice of resignation" in the second
sentence thereof and striking the last
two sentences thereof.
Section 10.10(b) of the Standard Terms
shall be incorporated herein by
inserting "The Trustee shall not be
liable for the acts or omissions of any
co-trustee." after the last sentence
thereof.
Section 10.14 of the Standard Terms
shall be replaced with the following:
SECTION 10.14. Non-Petition. Prior to
the date that is one year and one day
after all distributions in respect of
the Units have been made, none of the
Trustee, the Trust or the Depositor
shall take any action, institute any
proceeding, join in any action or
proceeding or otherwise cause any action
or proceeding against any of the others
under the United States Bankruptcy Code
or any other liquidation, insolvency,
bankruptcy, moratorium, reorganization
or similar law ("Insolvency Law")
applicable to any of them, now or
hereafter in effect, or which would be
reasonably likely to cause any of the
others to be subject to, or seek the
protection of, any such Insolvency Law.
Section 12.01(a) of the Standard Terms
shall be incorporated herein by
replacing "(v)" with "(vi)" in the last
proviso thereof.
Section 12.01(c) of the Standard Terms
shall be incorporated herein by
inserting ",provided at the expense of
the party requesting such amendment,"
after "Opinion of Counsel".
Section 12.05 of the Standard Terms
shall be incorporated herein by striking
"the Trustee and" in the last sentence
of the second paragraph thereof.
The reference to "its President, its
Treasurer, or one of its Vice
Presidents, Assistant Vice Presidents or
Trust Officers" in the first sentence of
Section 5.02(a) of the Standard Terms
shall be replaced with "a Responsible
Officer".
The reference to "the proper officers"
in the second sentence of Section
5.02(a) of the Standard Terms shall be
replaced with "a Responsible Officer".
The reference to "one of its authorized
signatories" in the first sentence of
Section 5.02(d) of the Standard Terms
shall be replaced with "a Responsible
Officer".
The reference to the "Trust" in the
first sentence of Section 5.08(b) of the
Standard Terms shall be replaced with
the "Trustee".
References to D&P in the Standard Terms
shall be incorporated as references to
Fitch Inc. ("Fitch").
Schedule II
(Terms of Trust Property)
Securities: WorldCom, Inc. 8.25% Debentures due 2031
Security Issuer: WorldCom, Inc.
Principal Amount: $25,000,000
Security Rate: 8.25%
Credit Ratings: A3by Moody's
BBB+ S&P
Listing: Not applicable
Security Agreement: An indenture dated as of May 9, 2001
between the Security Issuer and Chase
Manhattan Trust Company, National
Association, as trustee, as supplemented
from time to time by supplemental
indentures.
Form: Global
Currency of United States dollars
Denomination:
Acquisition Price 100.95165%
by Trust:
Security Payment Date: Each May 15 and November 15, commencing
November 15, 2001.
Original Issue Date: The Securities were issued on or about
May 16, 2001.
Maturity Date: May 15, 2031
Sinking Fund Terms: Not Applicable
Redemption Terms: The Securities are redeemable in whole
or in part at any time and from time to
time, subject to payment of a make-whole
amount, if applicable.
CUSIP No.:/ISIN No. 98157 DAK 2
Security Trustee: Chase Manhattan Trust Company, National
Association
Available Information The Security Issuer is subject to the
Regarding the Security Issuer informational requirements of the
(if other than U.S. Securities Exchange Act of 1934, as
Treasury obligations): amended, and in accordance therewith
files reports and other information with
the Securities and Exchange Commission
(the "Commission"). Such reports and
other information can be inspected and
copied at the public reference
facilities maintained by the Commission
at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional
Offices of the Commission: 7 World Trade
Center, 13th Floor, New York, New York
10048 and Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois
60661. Copies of such materials can be
obtained from the Public Reference
Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at
prescribed rates.
Schedule III
(Call Option Swap Agreement)
-------------------------------------------------------------------------------
Date: July 10, 2001
To: SATURNS Trust No. 2001-5 From: Morgan Stanley & Co.
International Limited
Attn: Asset-Backed Securities Group Contact:Madhu Philips
SATURNS Trust No. 2001-5
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-7807 Tel: 212-761-2583
- --------------------------------------------------------------------------------
Re: Bond Option Transaction. MS Reference Number S7098
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between you and Morgan Stanley & Co.
International Limited ("MSIL"), with Morgan Stanley & Co. Incorporated
("MS&Co.") as agent, on the Trade Date specified below (the "Transaction"). This
letter agreement constitutes a "Confirmation" as referred to in the Agreement
below.
The definitions and provisions contained in the 1997 ISDA Government
Bond Option Definitions (the "Bond Option Definitions") (as published by the
International Swaps and Derivatives Association, Inc. ("ISDA")) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms a part of, and is subject to,
the ISDA Master Agreement dated as of July 10, 2001, as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
I. General Terms
- ----------------
Trade Date: June 25, 2001
Commencement Date: July 10, 2001
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2001-5 ("Party B")
Bonds: The obligation identified as follows:
Bond Issuer: WorldCom, Inc.
Issue: 8.25% Debentures
due 2031
CUSIP: 98157 DAK 2
Coupon: 8.25%
Maturity Date: May 15, 2031
Face Amount Purchased: USD 25,000,000
Premium: USD 187,500
Number of Options: 25,000
Bond Entitlement: USD 1,000 of nominal amount of the Bonds
per Option.
Strike Price: 104.091% of the nominal amount of the
Bonds.
Partial Exercise: Inapplicable. All Options available for
exercise under this Confirmation must be
exercised simultaneously, except in
connection with a partial redemption of
the Bonds held by Party B under the
Trust Agreement. In connection with such
a partial redemption, Party A may
exercise all Options available for
exercise or a number of Options
corresponding to the nominal amount of
such Bonds to be redeemed in such
partial redemption.
Calculation Agent: Party A
II. Exercise Terms
- ------------------
Automatic Exercise: Inapplicable
Exercise Period: Any Business Day from, and including,
9:00 a.m. (New York time) on July 10,
2006 to, and including, the Expiration
Time on the Expiration Date.
Exercise Date: For each Option exercised, the day
during the Exercise Period on which that
Option is exercised.
Written Confirmation of Exercise: Applicable. Buyer shall give irrevocable
exercise notice which may be given
orally (including by telephone) during
the Exercise Period but no later than
the Notification Date. Buyer will
execute and deliver a written exercise
notice confirming the substance of such
oral notice, however, failure to provide
such written notice will not affect the
validity of the oral notice.
Notification Date: Any date at least 25 calendar days but
not more than 60 calendar days prior to
the Exercise Date.
Limited Right to Confirm Exercise: Inapplicable
Expiration Date: May 15, 2028
Expiration Time: 4:00 p.m. New York time
Business Days: New York and Chicago
III. Settlements:
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Settlement: Physical Settlement. Party A will notify
Party B separately regarding the
clearance system details.
Bond Payment: An amount equal to the sum of:
(i) The product of the Strike Price and
the Exercised Call Notional Amount, and
(ii) The accrued interest, if
applicable.
Exercised Call Notional Amount: The product of the Option Entitlement
and the number of Options exercised on
the relevant Exercise Date.
Settlement Date: Exercise Date
Deposit of Bond Payment: Party A must deposit the Bond Payment
with the Trustee on the Business Day
prior to the Exercise Date. The Bonds
are to be delivered "free" to Party A.
3. Additional Definitions.
"Expense Administration Agreement" means the expense administration
agreement dated as of July 10, 2001 between Party B and the Expense
Administrator.
"Expense Administrator" means MSDW Structured Asset Corp. acting
pursuant to the Expense Administration Agreement.
"Security Default" has the meaning set forth in the Trust Agreement.
"Security Agreement" means the indenture dated as of May 15, 2001,
between the Bond Issuer and Chase Manhattan Trust Company, National Association,
as successor trustee, as supplemented from time to time by supplemental
indentures, all as relating to the Bonds.
"Trust Agreement" means the trust agreement dated as of July 10, 2001,
between the MSDW Structured Asset Corp. and LaSalle Bank National Association.
4. Additional Termination Event. As set forth in the Agreement,
a Trust Wind-Up Event will result in an Additional Termination Event under the
Agreement with respect to which Party B shall be the Affected Party and this
Transaction shall be an Affected Transaction.
5. Swap Termination Payments. In the event an Early Termination Date is
designated with respect to which this Transaction is an Affected Transaction),
there shall be payable to Party A as a termination payment in lieu of the
termination payment determined in accordance with Section 6(e) of the Agreement
an amount equal to the excess (if any) of the sale proceeds of the Securities
(as defined in the Trust Agreement) in excess of the principal of, interest on
and any applicable additional distribution with respect to the Units.
6. Assignment. The rights under this Confirmation and the Agreement may
be assigned at any time and from time to time in whole or in part; provided that
any such assignment shall be an assignment of whole Options and provided further
that Rating Agency Condition is satisfied (as provided in the Trust Agreement)
with respect to such assignment and any transfer.
7. Account Details.
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Morgan Stanley & Co.
International Limited
Account No. 4072 4601
Operations Contact: Barbara Kent
Tel: 212-761-4662
Fax: 212-761-0581
Payments to Party B: LaSalle Bank, Chicago, Illinois
ABA No. 071 000 505
Reference: SATURNS 2001-5
Unit Account / AC-2090067/
Account No.: 67-8820-507
Operations Contact: Brian Ames
Tel: 312-904-7807
Fax: 312-904-2084
8. Representations. Morgan Stanley & Co. Incorporated is acting as
agent for both parties but does not guarantee the performance of Party A.
Party B represents and warrants to Party A, which representation and warranty
will be deemed to be repeated by Party B on each date on which a Transaction is
entered into, that it owns or controls (or, in the case of an investment advisor
(whether or not registered under the United States Investment Advisors Act
of 1940), has under management) in excess of USD 26 million in Aggregate
Financial Assets(as defined below).
For purposes hereof, Aggregate Financial Assets of an entity means the
total, on a gross basis, without deduction for liabilities of the entity, of all
cash, money-market instruments, securities of unaffiliated issuers, futures and
options.
Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number S7098 by executing this Confirmation and returning
it to us.
Best Regards,
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
BY:/s/ Susan Portelli
------------------------
Name: Susan Portelli
Title: Attorney in fact
Acknowledged and agreed as of the date first written above:
SATURNS TRUST NO. 2001-5
BY: LaSalle Bank National Association,
solely as Trustee and not in its individual capacity.
BY:/s/ Brian D. Ames
------------------------
Name: Brian D. Ames
Title: Vice President
MORGAN STANLEY & CO. INCORPORATED hereby agrees to and
acknowledges its role as agent for both parties in accordance with
the Schedule to the Agreement.
BY:/s/ Susan Portelli
------------------------
Name: Susan Portelli
Title: Attorney in fact
(Interest Rate Swap Agreement)
- --------------------------------------------------------------------------------
Date: July 10, 2001
To: SATURNS Trust No. 2001-5 From: Morgan Stanley Capital Services Inc.
Attn: Asset-Backed Securities Group Contact:Madhu Philips
SATURNS Trust No. 2001-5
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-7807 Tel: 212-761-2583
- --------------------------------------------------------------------------------
Re: Interest Rate Swap Transaction. MS Reference Number AR12N
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between you and Morgan Stanley
Capital Services Inc. ("MSCS") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the Agreement below.
The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swaps and Derivatives Association, Inc.
("ISDA")) are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and this Confirmation, this Confirmation
will govern.
1. This Confirmation supplements, forms a part of, and is subject to,
the ISDA Master Agreement dated as of July 10, 2001, as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Fixed Rate Payer A: Morgan Stanley Capital Services Inc.
("MSCS" or "Party A")
Fixed Rate Payer B: SATURNS Trust No. 2001-5 (the "Trust" or
"Party B")
Trade Date: June 25, 2001
Effective Date: July 10, 2001
Swap Termination Date: May 15, 2031 or any date upon which the
Trust under which Party B is created is
terminated pursuant to the Trust
Agreement.
Swap Notional Amount: USD 1,022,625
Business Days: New York and Chicago
Calculation Agent: MSCS
I. Party B Amounts:
----------------
Party B Fixed Amount: USD 152,500
Party B Payment Date: July 10, 2001.
II. Party A Amounts:
----------------
Party A Fixed Amount: Either the Swap Notional Amount or if
any Underlying Call or Redemption has
occurred, the Alternative Notional
Amount after giving effect to any
Alternative Settlements. In addition,
the amount specified under Alternative
Settlement in connection with any
Underlying Call or Redemption.
Party A Payment Date: May 15, 2031 or any date upon which the
Alternative Settlement Provisions apply.
III. Alternative Settlement:
-----------------------
Underlying Call or Redemption: If the Security Issuer redeems the
Securities or an exercise of the Call
Option Swap Agreement occurs, Party A
will pay to Party B the Alternative
Payment Amount no later than 12 noon
(New York City time) on the date of such
redemption or call. In the event of an
exercise of the Call Option Swap
Agreement as to all of the Securities
held by the Trust or a redemption of all
of the Securities held by the Trust,
this Agreement shall be terminated with
no additional payments owed by or to
Party A or Party B.
Alternative Payment Amount: The maximum of (i) the Applicable Swap
Notional Amount less the maximum of (x)
zero and (y) the make whole premium, if
any, paid by the Security Issuer in the
case of a redemption and (ii) zero. The
"make whole premium" will be deemed
equal to the Applicable Swap Notional
Amount in the event of a partial
exercise of the rights under the Call
Option Swap Agreement.
Applicable Swap Notional Amount: In the event of a redemption of all of
the Securities by the Security Issuer or
an exercise of all of the options under
the Call Option Swap Agreement, the Swap
Notional Amount. In the event of a
partial redemption by the Security
Issuer or a partial exercise of the Call
Option Swap Agreement, an amount equal
to the Swap Notional Amount multiplied
by (x) the par amount of Securities held
by the Trust that are being redeemed or
called and divided by (y) $25,000,000.
Alternative Notional Amount: The Swap Notional Amount as reduced by
the Applicable Swap Notional Amount with
respect to each Underlying Call or
Redemption.
3. Additional Definitions.
"Call Option Swap Agreement" means the Call Option Swap Agreement as
defined in the Trust Agreement.
"Expense Administration Agreement" means the expense administration
agreement dated as of July 10, 2001 between Party B and the Expense
Administrator.
"Expense Administrator" means MSDW Structured Asset Corp. acting
pursuant to the Expense Administration Agreement.
"Security Agreement" means the indenture dated as of May 15, 2001,
between the Bond Issuer and Chase Manhattan Trust Company, National Association,
as successor trustee, as supplemented from time to time by supplemental
indentures, all as relating to the Bonds.
"Security Default" has the meaning set forth in the Trust Agreement.
"Security Issuer" has the meaning set forth in the Trust Agreement.
"Securities" has the meaning set forth in the Trust Agreement.
"Trust Agreement" means the trust agreement dated as of July 10, 2001,
between the MSDW Structured Asset Corp. and LaSalle Bank National Association.
4. Additional Termination Event. As set forth in the Agreement, a
Trust Wind-Up Event will result in an Additional Termination Event under the
Agreement with respect to which Party B shall be the Affected Party and this
Transaction shall be an Affected Transaction.
5. Swap Termination Payments. Other than in connection with an
Underlying Call or Redemption, if an early termination occurs, the Swap
Termination Payment shall be determined under Section 6(e) determined on the
basis of "Market Quotation" under the Swap Agreement (with Party B as sole
Affected Party). If the related Termination Event is also a Trust Wind-Up Event
(as defined in the Trust Agreement), Party A shall pay the lesser of (i) the
amount so determined or (ii) the difference between the aggregate Unit Principal
Balance (as defined in the Trust Agreement) of the Units (as defined in the
Trust Agreement) and the proceeds of the sale or liquidation of the Securities
(as defined in the Trust Agreement). No Swap Termination Payment shall be
payable in connection with an Underlying Call or Redemption with respect to the
portion of the Swap Notional Amount affected by such Underlying Call or
Redemption. This Paragraph does not limit or affect the Alternative Settlement
Provisions hereof.
6. Assignment. The rights and duties under this Confirmation and the
Agreement may be assigned and/or delegated at any time and from time to time in
whole or in part; provided that Rating Agency Condition is satisfied (as
provided in the Trust Agreement) with respect to any assignment, delegation or
transfer.
7. Account Details.
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Morgan Stanley Capital Services
Account No. 4072 4601
Operations Contact: Barbara Kent
Tel: 212-761-4662
Fax: 212-761-0581
Payments to Party B: LaSalle Bank, Chicago, Illinois
ABA No. 071 000 505
Reference: SATURNS 2001-5
Unit Account / AC-2090067/
Account No.: 67-8820-507
Operations Contact: Brian Ames
Tel: 312-904-7807
Fax: 312-904-2084
Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number AR12N by executing this Confirmation and returning
it to us.
Best Regards,
MORGAN STANLEY CAPITAL SERVICES INC.
BY:/s/ Susan Portelli
------------------------
Name: Susan Portelli
Title: Attorney in fact
Acknowledged and agreed as of the date first written above:
SATURNS TRUST NO. 2001-5
BY: LaSalle Bank National Association,
solely as Trustee and not in its individual capacity.
BY:/s/ Brian D. Ames
------------------------
Name: Brian D. Ames
Title: Vice President