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. 2001-6
Date of Trust Agreement: July 16, 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: $63,370,000
Issue Price: 100%
Number of Units: 2,534,800 (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 16, 2001
Closing Date: July 16, 2001
Specified Currency: United States dollars
Business Day: New York, New York and Chicago,
Illinois
Interest Rate: 7.25%.
If any payment of interest payable
hereunder is deferred, interest will
accrue on such deferred interest at
the rate of 7.25%.
Payments by the Units will be
calculated on the basis of a 360 day
year consisting of twelve 30 day
months. No adjustment will be made
for the calculation of interest
payable on the Units for Distribution
Dates that occur on a date other than
the scheduled date therefor because
of, for example, adjustments for any
scheduled date that does not fall on
a Business Day.
Interest Reset Period: Not Applicable
Rating: "aa2" by Moody's
A- by S&P
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: December 31, 2026
Prepayment/Redemption: The Trust Property is subject to
redemption at any time.
If there is a partial redemption of
the Securities, the Trustee will
randomly select Units to be redeemed
in full from the proceeds of such
partial redemption of the Securities.
The proceeds of any such redemption
shall be distributed upon the
Distribution Date corresponding to
such redemption after payment of any
amounts owing to the Quarterly
Payment Swap Counterparty.
If any partial redemption of the
Securities held by the Trust occurs
while multiple Par Value 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 Par Value Swap
Agreements.
Additional Distribution: If any of the Securities are redeemed
by the Security Issuer prior to
December 31, 2006, each of the Units
which are redeemed in connection with
such redemption of Securities will
receive a pro rata distribution from
Available Funds remaining after
payments (including payments to the
Quarterly Payment Swap Counterparty)
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 an
interest rate swap the effect of
which is to convert the semi-annual
payments on the Securities into
quarterly payments available for
distribution on the Units (the
"Quarterly Payment 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 "Par Value
Swap Agreement").
Swap Counterparties: Party A to the Quarterly Payment Swap
Agreement is the "Quarterly Payment
Swap Counterparty". Party A to the
Par Value Swap Agreement is the "Par
Value 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 Quarterly Payment Swap
Counterparty or Par Value 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.
Guarantee: 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 Swap
Agreement with the Trust.
Swap Notional Amount: With respect to any Swap Agreement,
the Notional Amount specified in such
Swap Agreement.
Swap Payment Date: With respect to the Par Value Swap
Agreement, the Final Scheduled
Maturity Date or such other date as
specified therein.
With respect to the Quarterly Payment
Swap Agreement, each March 31, June
30, September 30 and December 31,
commencing September 30, 2001.
A Swap Payment Date shall also occur
upon any date on which a redemption
by the Security Issuer occurs as to
less than all of the Securities held
by the Trust.
Payments under the Quarterly Payment
Swap Agreement may be deferred if the
Security Issuer or Security Guarantor
defers its payment obligations under
the Securities or Guarantor
Debentures, respectively. In such
event, no payment will occur on the
scheduled Distribution Date.
Swap Rate: 7.93804% per annum on the Swap
Notional Amount of the Quarterly
Payment Swap Agreement (equal to
7.25% per annum on the aggregate Unit
Principal Balance).
Payments by the Quarterly Payment
Swap Counterparty will be calculated
on the basis of a 360 day year
consisting of twelve 30 day months.
No adjustment will be made for the
calculation of interest payable by
the Quarterly Payment Swap
Counterparty (and hence the interest
that accrues on the Units) for
Distribution Dates that occur on a
date other than the scheduled date
therefor because of, for example,
adjustments for any scheduled date
that does not fall on a Business Day.
Additional Swap Agreements: In connection with an additional
issuance of Units, the Depositor may
arrange for the Trust to enter into
additional Swap Agreements with terms
identical to those of 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, in
the case of any additional Par Value
Swap Swap Agreement, initial payment
amount. The Rating Agency Condition
must be satisfied with respect to
each such Swap Counterparty and Swap
Agreement.
Distribution Date: Each Swap Payment Date.
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: Each March 15, June 15, September 15
and December with respect to the
Distribution Dates scheduled to occur
on the last day of the respective
month, 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 would not occur on the Business
Day corresponding to the last day of
March, June, September or December,
the fifteenth 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 $1,875. 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 16, 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. Interest will accrue on any
deferred Expense Administrator's fee
at the rate of 0.025%. The Expense
Administrator's fee is payable only
from Available Funds after provision
is made for the payment owing with
respect to the Units.
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 event
also shall constitute a Trust Wind-Up
Event: redemption by the Security
Issuer of 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, any
Securities held by the Trust will be
liquidated, the Par Value Swap
Agreement will be terminated and the
proceeds will be applied first to any
Swap Termination Payments owed to the
Quarterly Payments Swap Counterparty
and then to redeem each Unit at 100%
of its Unit Principal Balance
together with accrued interest. Any
additional proceeds will be paid to
the Quarterly Payments Swap
Counterparty.
If a Trust Wind-Up Event occurs due
to a redemption of all of the
Securities held by the Trust, the Par
Value Swap Agreement will be
terminated and the proceeds will be
applied first to any Swap Termination
Payments owed to the Quarterly
Payments Swap Counterparty and then
to redeem each Unit at 100% of its
Unit Principal Balance together with
accrued interest and any applicable
additional distribution of up to
$2.50 per Unit. Any additional
proceeds will be paid to the
Quarterly Payments Swap Counterparty.
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
Distribution Date for the Units
scheduled to occur on December 31,
2001, and such amount shall be paid
from the interest payment made with
respect to the Securities on December
31, 2001.
The amount of the Retained Interest
is $195,277.
If a Security Default occurs on or
prior to December 31, 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.
Tax Status: The Trustee is hereby appointed as
agent of the current and future
Unitholders for purposes of
identifying the Securities and the
Swap Agreements as part of an
integrated transaction within the
meaning of Treasury regulations
section 1.1275-6.
The appointment of the Trustee and
the authority of and direction to the
Trustee to so effect such integration
shall bind all Unitholders regardless
of when such Unitholder becomes a
holder of an interest in any Unit.
The Trustee shall identify the
Securities and the Swap Agreements as
part of an integrated transaction
within the meaning of Treasury
regulations section 1.1275-6.
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 Counterparties and the Trust to
increase proportionally the notional
amount under the Swap Agreements or
arrange for additional Swap
Agreements to be entered into between
the Trust and additional Swap
Counterparties. 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 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: BankAmerica Institutional Capital A
8.07% trust preferred capital
securities due 2026
Security Issuer: BankAmerica Institutional Capital A
Security Guarantor: Bank of America Corporation (as
successor by merger to BankAmerica
Corporation)
The Security Guarantor shall be
considered the "Security Issuer" for
purposes of determining whether the
Security Issuer is an Eligible Issuer
and whether the Securities are
Disqualified Securities.
Guarantor Debentures: Bank of America 8.07% Junior
Subordinated Debentures due 2026
Principal Amount: $58,075,000
Security Rate: 8.07%
Credit Ratings: "aa2" by Moody's
A- S&P
Listing: Not applicable
Security Agreement: Amended and Restated Trust Agreement
dated as of approximately November
27, 1996, among the Security
Guarantor (as successor to
BankAmerica Corporation), as
depositor, Bankers Trust Company, as
property trustee and Bankers Trust,
(Delaware), as Delaware trustee, as
amended and supplemented from time to
time
Form: Global
Currency of United States dollars
Denomination:
Acquisition Price 101.55634%
by Trust:
Security Payment Date: Each June 30 and December 31
The Security Guarantor and hence the
Security Issuer may defer payments on
the Guarantor Debentures and the
Securities for up to 20 semi-annual
payment dates, except that no such
extension period may extend beyond
the Maturity Date.
Original Issue Date: The Securities were issued on or
about November 27, 1996.
Maturity Date: December 31, 2026
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. 06605HAA6
Security Trustee: Bankers Trust Company
Available Information The Security Guarantor is subject to
Regarding the Security Issuer the 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
(Quarterly Payment Swap Agreement)
- --------------------------------------------------------------------------------
Date: July 16, 2001
To: SATURNS Trust No. 2001-6 From: Morgan Stanley & Co. International
Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2001-6
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-7807 Tel: 212-761-1395
- --------------------------------------------------------------------------------
Re: Quarterly Payment Swap Transaction. MS Reference Number AR1H3
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 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 16, 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 & Co. International
Limited ("MSIL" or "Party A")
Fixed Rate Payer B: SATURNS Trust No. 2001-6
(the "Trust" or "Party B")
Trade Date: July 11, 2001
Effective Date: July 16, 2001
Swap Termination Date: December 31, 2026 or any date upon which
the Trust under which Party B is created
is terminated pursuant to the Trust
Agreement.
Swap Notional Amount: USD 58,075,000 as reduced by the
cumulative amount of any Redemption Swap
Notional Amounts with respect to any
redemptions of the Securities held by
Party B.
Business Days: New York and Chicago
Calculation Agent: Party A. The Calculation Agent shall
have due regard for the interest amounts
actually paid by the Security Issuer and
the interest that accrues on the Units
in making such calculations.
Fixed Rate Day Count Fraction: 30/360
I. Party B Amounts:
----------------
Party B Fixed Amount for the first With respect to the Party B Payment Date
Fixed Rate Party B Payment Date: occurring with respect to December 31,
2001, USD 2,148,049.
Party B Fixed Rate: 8.07%
Fixed Rate Party B Payment Date: Each June 30, subject to adjustment in
accordance with the Following Business
Day Convention and each December 31,
subject to adjustment in accordance with
the Preceding Business Day Convention.
If any payment with respect to the
Securities held by the Trust is not
received by the trustee under the Trust
Agreement by 12 noon (New York City
time) on a Fixed Rate Party B Payment
Date, the corresponding payment 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 paid.
No Party B Fixed Amount shall be paid on
a Party B Payment Date during the
existence of an Extension Period. Any
Party B Fixed Amount not paid pursuant
to the preceding sentence shall be paid
(with adjustment as provided under
Adjustment to Party B Fixed Amount due
to Extension Periods) on the next Party
B Payment Date upon which an Extension
Period does not exist.
Party B Period End Dates: June 30 and December 31.
Adjustment to Party B Fixed Amount Interest shall accrue on any Party B
due to Extension Periods: Fixed Amounts until paid at the rate of
8.07% if the originally scheduled Party
B Payment Date with respect to such
Fixed payment does not occur as provided
in "Fixed Rate Party B Payment Date".
II. Party A Amounts:
----------------
Party A Fixed Amount for the first With respect to the Fixed Rate Party A
Fixed Rate Party A Payment Date: Payment Date occurring with respect to
September 30, 2001, USD 948,312.
Party A Fixed Rate: 7.93804%
Fixed Rate Party A Payment Date: Each March 31, June 30, September 30 and
December 31, subject to adjustment in
accordance with the Following Business
Day Convention.
No Party A Fixed Amount shall be paid on
a regularly scheduled Party A Payment
Date during the existence of an
Extension Period or, with respect to
Party A Payment Dates scheduled to occur
on March 31 and September 30, if the
Security Issuer announces its intention
to commence an Extension Period by
deferring the next regularly scheduled
payment of interest on the Securities.
Any Party A Fixed Amount not paid
pursuant to the preceding sentence shall
be paid (with adjustment as provided
under Adjustment to Party A Fixed Amount
due to Extension Periods) on the next
Party A Payment Date upon which an
Extension Period does not exist.
Party A Period End Dates: March 31, June 30, September 30, and
December 31.
Adjustment to Party A Fixed Amount Interest shall accrue on any Party A
due to Extension Periods: Fixed Amounts until paid at the rate of
7.25% if the originally scheduled Party
A Payment Date with respect to such
Fixed payment does not occur as provided
in "Fixed Rate Party A Payment Date".
III. Alternative Settlements
-----------------------
and Extension Periods:
----------------------
Alternative Fixed Rate Payment Dates: A Fixed Rate Payment Date shall occur
upon any date upon which any Underlying
Redemption occurs, if such date is not
otherwise a Party B Fixed Rate Payment
Date.
Alternative Period End Dates: A Fixed Rate Payment Date shall occur
upon any date upon which any Underlying
Redemption occurs, if such date is not
otherwise a Party B Fixed Rate Payment
Date.
Redemption Swap Notional Amount: The par amount of Securities held by the
Trust that are being redeemed.
Fixed Amount Adjustment due to If a Fixed Rate Payment Date occurs that
Underlying Redemption: is an Alternative Fixed Rate Payment
Date, the Fixed Amounts shall be
calculated by applying the Redemption
Swap Notional Amount as the Swap
Notional Amount. If such Alternative
Fixed Rate Payment Date is a Party A
Fixed Rate Payment Date, the Fixed
Amounts shall be bifurcated by applying
these Alternative Settlement Provisions
with respect to the Redemption Swap
Notional Amount and by applying
methodology otherwise applicable to the
Swap Notional Amount as reduced by such
Redemption Swap Notional Amount.
3. Additional Definitions.
"Extension Period" means an "Extension Period" as defined under the
Securities (which may occur for up to ten years). An Extension Period shall not
be deemed to exist on any Fixed Rate Party Payment Date if Party B actually
receives a full interest payment on the Securities with respect to such Fixed
Rate Party Payment Date.
"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 16, 2001,
between the MSDW Structured Asset Corp. and LaSalle Bank National Association.
"Underlying Redemption" means any redemption in whole or in part of the
Securities by the Security Issuer.
"Units" means the trust units issued under the Trust Agreement on July
16, 2001.
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. If an early termination occurs due to a
redemption of all of the Securities held by the Trust, payments shall be made as
otherwise provided in this Confirmation. If an early termination occurs other
than due to a redemption by the Security Issuer of all of the Securities held by
the Trust and such termination occurs after a Party A Payment Date occurring
with respect to March 31 or September 30 and on which Party A makes a payment
but before Party B pays its next scheduled payment to Party A, the Swap
Termination Payment shall equal the amount paid by Party A on such Party A
Payment Date together with interest at the rate of 8.07% (on the Party B Fixed
Rate basis), as determined by the Calculation Agent.
6. Additional Amounts. As additional compensation hereunder and in
addition to any other amounts payable hereunder, any amounts available for
distribution by the Trust (whether in connection with a Trust Wind-Up Event or a
redemption in whole or in part of the Securities) in excess of the aggregate
Unit Principal Balance (as defined in the Trust Agreement), accrued interest on
the Units and any applicable additional distribution of up to $2.50 per Unit
specified as payable on the Units in the Trust Agreement shall be paid to Party
A (regardless of whether an early termination is occurring simultaneously with
such payment).
7. 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.
8. Account Details.
Payments to Party A: Citibank, N.A. - New York
SWIFT BIC Code: CITIUS33
ABA No. 021 000 089
For: Morgan Stanley & Co.
International Limited
Account No. 3042 1519
Operations Contact: Barbara Kent
Tel: 212-537-1449
Fax: 212-537-1868
Payments to Party B: LaSalle Bank, Chicago, Illinois
ABA No. 071 000 505
Reference: SATURNS 2001-6
Unit Account / AC-2090067/
Account No.: 678822206
Operations Contact: Brian Ames
Tel: 312-904-7807
Fax: 312-904-2084
9. 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 63 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 AR1H3 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. 2001-6
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
(Par Value Swap Agreement)
- --------------------------------------------------------------------------------
Date: July 16, 2001
To: SATURNS Trust No. 2001-6 From: Morgan Stanley & Co. International
Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2001-6
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-7807 Tel: 212-761-1395
- --------------------------------------------------------------------------------
Re: Par Value Swap Transaction. MS Reference Number S7119
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 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 16, 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 & Co. International
Limited ("MSIL" or "Party A")
Fixed Rate Payer B: SATURNS Trust No. 2001-6 (the "Trust" or
"Party B")
Trade Date: July 11, 2001
Effective Date: July 16, 2001
Swap Termination Date: December 31, 2026 or any date upon which
the Trust under which Party B is created
is terminated pursuant to the Trust
Agreement.
Swap Notional Amount: USD 5,295,000
Business Days: New York and Chicago
Calculation Agent: Party A
I. Party B Amounts:
----------------
Party B Fixed Amount: USD 2,395,000
Party B Payment Date: July 16, 2001.
II. Party A Amounts:
----------------
Party A Fixed Amount: Either the Swap Notional Amount or if
any Underlying 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
Redemption.
Party A Payment Date: December 31, 2026 or any date upon which
the Alternative Settlement Provisions
apply.
III. Alternative Settlement:
-----------------------
Underlying Redemption: If the Security Issuer redeems the
Securities in whole or in part, 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. In the event of 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 other
than payments provided under these
Alternative Settlement provisions. .
Alternative Payment Amount: Prior to December 31, 2006, 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 and (ii) zero.
On or after December 31, 2006, the
Scheduled Payment Amount.
Applicable Swap Notional Amount: In the event of a redemption of all of
the Securities by the Security Issuer,
the Swap Notional Amount. In the event
of a partial redemption by the Security
Issuer, an amount equal to the Swap
Notional Amount multiplied by (x) the
par amount of Securities held by the
Trust that are being redeemed and
divided by (y) $58,075,000.
Alternative Notional Amount: The Swap Notional Amount as reduced by
the Applicable Swap Notional Amount with
respect to each Underlying Redemption.
3. Additional Definitions.
"Expense Administration Agreement" means the expense administration
agreement dated as of July 16, 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 Issuer" has the meaning set forth in the Trust Agreement.
"Securities" has the meaning set forth in the Trust Agreement.
"Scheduled Payment Amount" means an amount equal to (x) the "Scheduled
Payment Amount" corresponding to the time period specified in the table below
multiplied by (y) the Applicable Swap Notional Amount divided by (z) USD
58,075,000.
Redemption
On or After: Scheduled Payment Amount
------------ ------------------------
12/31/2006 2,951,674
12/31/2007 3,186,006
12/31/2008 3,420,339
12/31/2009 3,654,672
12/31/2010 3,889,004
12/31/2011 4,123,337
12/31/2012 4,357,670
12/31/2013 4,592,002
12/31/2014 4,826,335
12/31/2015 5,060,667
12/31/2016 5,295,000
"Trust Agreement" means the trust agreement dated as of July 16, 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 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 (if a positive number) of (x) the aggregate
Unit Principal Balance (as defined in the Trust Agreement) of the Units (as
defined in the Trust Agreement) less (y) the proceeds of the sale or liquidation
of the Securities (as defined in the Trust Agreement), exclusive of any amounts
in respect of accrued interest. No Swap Termination Payment shall be payable in
connection with an Underlying Redemption with respect to the portion of the Swap
Notional Amount affected by such Underlying 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, N.A. - New York
SWIFT BIC Code: CITIUS33
ABA No. 021 000 089
For: Morgan Stanley & Co. International
Limited
Account No. 3042 1519
Operations Contact: Barbara Kent
Tel: 212-537-1449
Fax: 212-537-1868
Payments to Party B: LaSalle Bank, Chicago, Illinois
ABA No. 071 000 505
Reference: SATURNS 2001-6
Unit Account / AC-2090067/
Account No.: 678822206
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 63 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 S7119 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. 2001-6
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