EXHIBIT 4.1
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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 the terms specified 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 Ames
------------------------------
Name: Brian D. Ames
Title: Vice President
MSDW STRUCTURED ASSET CORP.
By: /s/ John Kehoe
------------------------------
Name: John Kehoe
Title: Vice President
Attachments: Terms Schedule (consisting of Schedules I, II and III)
Schedule I
(Terms of Trust and Units)
Trust: SATURNS Trust No. 2002-8
Date of Trust Agreement: July 11, 2002
Trustee: LaSalle Bank National Association.
References to Chase Bank of Texas, National
Association in the Standard Terms shall be
inapplicable.
Initial Unit Principal Balance
of the Units: $25,000,000
Issue Price: 100%
Number of Units: 1,000,000 (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 11, 2002
Closing Date: July 11, 2002
Specified Currency: United States dollars
Business Day: New York, New York and Chicago, Illinois
Interest Rate: 9.25% per annum on the basis of a 360 day
year consisting of twelve 30 day months.
Interest Reset Period: Not Applicable
Rating: Baa2 by Moody's
BBB by S&P
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: March 1, 2031. The Units will have the same
final maturity as the Securities.
Prepayment/Redemption: The Trust Property is subject to redemption
in accordance with the terms of the
Securities and as described in Schedule II
and is subject to call in accordance with
Schedule III. Any such call or redemption
will cause a redemption of a corresponding
portion of the Units.
If the call rights under the Swap Agreement
are partially exercised or 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 exercise of the Swap Agreement or
partial redemption of the Securities. If
sufficient funds are not available to redeem
each such redeemed Unit in full, one Unit
may be fractionally redeemed as a result of
each such partial redemption or exercise.
Additional Distribution: If any of the Securities are redeemed by the
Security Issuer prior to July 11, 2007, each
of the Units being redeemed in connection
with such redemption of Securities (or
related exercise of the call rights under
the Swap Agreement) may receive a pro rata
distribution from the proceeds of the
redemption of the Securities (or related
exercise of the Swap Agreement if physical
settlement applies) remaining, after payment
of principal and interest on the Units and
any amounts payable to the Swap Counterparty
and the Expense Administrator, of up to a
maximum of $2.50 per Unit. The Units will
also receive any additional amounts
available at maturity or upon a redemption
by the Security Issuer if all or a portion
of the Swap Agreement has expired
unexercised.
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 Agreement: The ISDA Agreement referred to in Schedule
III. In addition, in connection with an
additional issuance of Units, any additional
Swap Agreement entered into in connection
therewith.
Swap Counterparty: Party A to the Swap Agreement referred to in
Schedule III or any assignee thereof. In
addition, in connection with an additional
issuance of Units, Party A to any additional
Swap Agreement or any assignee thereof.
In the event that there is more than one
Swap Counterparty at any time when a partial
redemption of the Securities occurs, the
Trustee shall randomly select which options
under the Swap Agreements shall be selected
for exercise or termination (and receipt of
a Swap Termination Payment).
Guaranty: Morgan Stanley (formerly known as 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: The notional amount specified in Schedule
III.
Swap Payment Date: Not Applicable
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 an additional Swap
Agreement with identical terms to those of
the Swap Agreement entered into as of the
Closing Date with an additional Swap
Counterparty, except that such Swap
Agreement may have a different Swap
Counterparty, number of options, and premium
amount than the Swap Agreement entered into
on the Closing Date. The Rating Agency
Condition must be satisfied with respect to
such additional Swap Agreement.
Distribution Date: Each March 1 and September 1, commencing
September 1, 2002.
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 February 15 and August 15, regardless
of whether such day is a Business Day.
Form: Global Security
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 the date of the Trust
Agreement (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 0.06% 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.
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
exercise of the Swap Agreement had the Swap
Counterparty not been obligated to pay the
Fractional Unit Make Whole Amount (pursuant
to and as defined in the Swap Agreement and
the Expense Administration Agreement). 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 by
the Security Issuer if the Expense
Administrator had not actually paid to the
Trust the amount specified above. 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 to the Units.
Alternative ERISA Restrictions: Not Applicable
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 call
rights under the Swap Agreement as to all
Securities held by the Trust.
If (i) cash settlement applies under the
Swap Agreement, (ii) a Trust Wind-Up Event
has occurred in connection with the exercise
of any Option under the Swap Agreement and
(iii) the Selling Agent cannot obtain a bid
for the Securities in excess of 100% of the
aggregate Unit Principal Balance of the
Units and accrued interest on the
Securities, then the Securities will not be
sold, the Swap Counterparty's exercise of
the call option will be rescinded (and the
Swap Counterparty shall be entitled to
exercise such options in the future) and any
related Trust Wind-Up Event will be deemed
not to have occurred.
Termination: If a Trust Wind-Up Event occurs, any
Securities held by the Trust will be
liquidated (by delivery to the Security
Issuer in the event of a redemption or
pursuant to the terms of the Swap Agreement
in the event of an exercise of the Swap
Agreement).
If the related Trust Wind-Up Event occurs
due to a redemption of the Securities by the
Security Issuer or exercise of the call
rights under the Swap Agreement as to all
Securities held by the Trust, (i) amounts
received as accrued interest on the
Securities will be applied as to amounts
treated as accrued interest on the Units,
(ii) amounts received as principal or par on
the Securities will be applied to the Unit
Principal Balance of the Units up to 100% of
the Unit Principal Balance of each Unit, and
(iii) if prior to July 11, 2007, any amount
received as a make-whole premium or
redemption premium on the Securities will be
applied to the Units up to $2.50 per Unit.
Remaining accrued interest will be applied
to the Expense Administrator's fee. Any
remaining amounts will be paid to the Swap
Counterparty as a Swap Termination Payment
under the Swap Agreement.
If the Trust is terminated for any other
reason, the proceeds of liquidation will be
applied to redeem the Units. If the proceeds
of liquidation exceed the aggregate Unit
Principal Balance and accrued interest on
the Securities, the excess will be paid to
the Swap Counterparty as a Swap Termination
Payment under the Swap Agreement.
Self-Tenders by Security Issuer: The Trust will not participate in any
self-tender by the Security Issuer for the
Securities and the Trustee will not accept
any instructions to the contrary from the
Unitholders.
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 the first Distribution Date.
The amount of the Retained Interest is
$835,069.
If a Security Default occurs on or prior to
the first Distribution Date 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 any of the 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 must solicit at least three
bids for all of the Securities held by the
Trust. The Selling Agent must solicit at
least three of such bids from registered
broker-dealers of national reputation, but
additional bids may be solicited from one or
more financial institutions or other
counterparties with credit worthiness
acceptable to the Selling Agent in its
discretion. The Selling Agent will, on
behalf of the Trust, sell the Securities at
the highest bid price received. The Selling
Agent may not bid for the Securities.
If cash settlement applies and if the Swap
Counterparty exercises any of its Options
other than in connection with a redemption
of the Securities by the Security Issuer, a
number of Securities corresponding to the
number of Options exercised by the Swap
Counterparty will be sold by the Selling
Agent on behalf of the Trust.
If the Selling Agent cannot obtain a bid for
the Securities in excess of 100% of the
aggregate Unit Principal Balance of the
Units to be redeemed and accrued interest on
the Securities to be sold, then the
Securities will not be sold, the Swap
Counterparty's exercise will be rescinded
(and the Swap Counterparty shall be entitled
to exercise such Option(s) in the future)
and any related Trust Wind-Up Event will be
deemed not to have occurred.
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 for such deposit as
the ratio of the aggregate principal amount
of the Securities deposited on the Closing
Date to the aggregate Unit Principal Balance
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. Any accrued
interest will be reflected in the price of
the additional Units and the Securities. 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).
Amendment of Trust Agreement: Section 12.01(a) of the Standard Terms shall
be replaced with the following:
(a) The Trust Agreement may be amended from
time to time by the Depositor and the
Trustee without the consent of any of the
Unitholders, upon delivery by the Depositor
of an Opinion of Counsel acceptable to the
Trustee to the effect that such amendment
will not materially and adversely affect the
interests of any holder of a Class of Units
that is not voting with respect to such
amendment pursuant to Section 12.01(b), for
any of the following purposes: (i) to cure
any ambiguity or defect or to correct or
supplement any provision in the Trust
Agreement which may be defective or
inconsistent with any other provision in the
Trust Agreement; (ii) to provide for any
other terms or modify any other terms with
respect to matters or questions arising
under the Trust Agreement; (iii) to amend
the definitions of Trigger Amount and
Maximum Reimbursable Amount so as to
increase, but not decrease, the respective
amounts contained in such definitions or to
otherwise amend or waive the terms of
Section 10.05(b) in any manner which shall
not adversely affect the Unitholders in any
material respect; (iv) to amend or correct
or to cure any defect with respect to the
Trustee Fee or Expense Administrator's fee;
(v) to evidence and provide for the
acceptance of appointment under the Trust
Agreement by a successor Trustee; or (vi) to
add or change any of the terms of the Trust
Agreement as shall be necessary to provide
for or facilitate the administration of the
Trust, including any amendment necessary to
ensure the classification of the Trust as a
grantor trust for United States federal
income tax purposes; provided, however, that
in the case of any amendment pursuant to any
of clauses (i) through (vi) above, the
Rating Agency Condition shall be satisfied
with respect to such amendment. If more than
one Class of Units has been issued under the
Trust Agreement, the provisions of this
Section 12.01(a) shall apply to each Class
of Units that is not materially and
adversely affected by such amendment.
Section 12.01(c) shall be re-designated
Section 12.01(d).
Section 12.01(b) shall be re-designated
Section 12.01(c).
The following shall constitute Section
12.01(b):
(b) The Trust Agreement may be amended from
time to time by the Depositor and the
Trustee with the consent of a 100% of the
outstanding Unit Principal Balance of each
Class of Units materially and adversely
affected thereby. The Rating Agency
Condition shall be satisfied with respect to
such amendment unless Units representing
100% of the Unit Principal Balance of all
affected Units vote in favor of such
amendment with notice that the Rating Agency
Condition will not be satisfied.
The following shall constitute Section
12.01(e):
(e) For purposes of this Section 12.01,
Schedule III to any Trust Agreement and any
Swap Agreements entered into in connection
with any related Trust shall not be
considered part of the Trust Agreement.
Section 7.02 shall govern action taken under
the Trust Agreement with respect to any
amendments to such Swap Agreements.
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
an exercise of the call rights 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 7.01(c) of the Standard Terms shall
be incorporated herein by inserting "(i)"
between "Securities" and "would" in the
clause that begins "and provided, further,"
and adding at the end of the same sentence
"and (ii) will not alter the classification
of the Trust for Federal income tax
purposes."
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.
For the avoidance of doubt, Section 9.03(c)
of the Standard Terms shall not be
incorporated herein.
Section 9.03(i) of the Standard Terms shall
be incorporated herein by striking "or oral"
after the phrase "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: AT&T Wireless 8.75% debentures due March 1,
2031
Security Issuer: AT&T Wireless Services, Inc.
Principal Amount: $26,580,000
Security Rate: 8.75%
Credit Ratings: Baa2 by Moody's
BBB by S&P
Listing: Luxembourg Stock Exchange
Security Agreement: An indenture dated as of March 6, 2001
between the Security Issuer and the Security
Trustee.
Form: Global Security
Currency of
Denomination: United States dollars
Acquisition Price by Trust: 91.342927%
Security Payment Date: Each March 1 and September 1
Original Issue Date: On or about March 6, 2001
The Security Issuer offered to exchange the
securities then issued for publicly
registered securities and such offering
closed on or about September 1, 2001.
Maturity Date: March 1, 2031
Sinking Fund Terms: Not Applicable
Redemption Terms: The Securities may be redeemed at the option
of the Security Issuer with a make-whole
payment as described in the Security
Agreement. The Security Issuer may also
redeem the Securities upon a "tax event"
without a make-whole payment.
CUSIP No.:/ISIN No. 00209AAF3
Security Trustee: The Bank of New York
Available Information
Regarding the Security Issuer
(if other than U.S.
Treasury obligations): The Security Issuer is subject to the
informational requirements of the Securities
Exchange Act of 1934, as 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, District of
Columbia 20549 and at the following Regional
Offices of the Commission: Woolworth
Building, 233 Broadway, New York, New York
10279, 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, District of Columbia 20549 at
prescribed rates.
Schedule III
(Call Option Confirm)
Date: July 11, 2002
To: SATURNS Trust No. 2002-8 From: Morgan Stanley & Co.
International Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2002-8
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-9387 Tel: 212-761-1395
Re: Bond Option Transaction. MS Reference Number SQ1GD
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 as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") are incorporated into this Confirmation and this
transaction shall be deemed a "Government Bond Option Transaction" for purposes
of such definitions. 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 the date hereof, 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, 2002
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2002-8 ("Party B")
Bonds: The obligation identified as follows:
Bond Issuer: AT&T Wireless Services, Inc.
Issue: 8.75% debentures due 2031
CUSIP: 00209AAF3
Coupon: 8.75%
Maturity Date: March 1, 2031
Face Amount Purchased: USD 26,580,000
Premium: USD $66,450
Premium Payment Date: July 11, 2002
Number of Options: 26,580
Option Entitlement: USD 1,000 of face amount of the Bonds per
Option.
Strike Price: (i) For any Exercise Date prior to July
11, 2007, the redemption price of the
Bonds including any make-whole amount
(expressed as a percentage) subject to a
maximum of 110% of the face amount of the
corresponding portion of the aggregate
Unit Principal Balance (as defined in the
Trust Agreement) but exclusive of accrued
interest or (ii) for any Exercise Date on
or after July 11, 2007, 94.056% of the
face amount of the Bonds exclusive of
accrued interest.
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 11, 2007, to,
and including, the Expiration Time on the
Expiration Date; provided, however, the
Exercise Period shall also include any
Business Day prior to July 11, 2007, if
notice of redemption has been delivered by
the Bond Issuer.
Exercise Date: For each Option exercised, the day during
the Exercise Period on which that Option
is exercised.
Rescission of Exercise (Cash If Party B cannot obtain a bid for the
Settlement Only): Bonds held by it in excess of the Strike
Price together with accrued interest on
the Bonds, then Party A's notice of
exercise shall be rescinded and the
Options for which notice of exercise was
given shall continue in full force and
effect without regard to such provision of
notice.
Multiple Exercise: Applicable
Minimum Number of Options: 1
Written Confirmation of Applicable. Buyer shall give irrevocable
Exercise: 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.
Limitation on Rights of MSIL: Buyer may, by written notice thereof to
Seller, delegate its rights to provide a
notice of exercise hereunder to a third
party (the "Third Party"). Any such
delegation will be irrevocable by Buyer
without the written consent of the Third
Party. Any such Third Party will have the
same rights and obligations regarding
providing notice of exercise hereunder as
the Buyer had prior to such delegation.
While any such delegation is effective,
Seller will only recognize a notice of
exercise that is provided by the Third
Party.
Notification Date: Any date at least 25 calendar days prior
to the Exercise Date.
Limited Right to Confirm Inapplicable
Exercise:
Expiration Date: March 1, 2028
Expiration Time: 4:00 p.m. New York time
Business Days: New York and Chicago
III. Settlements:
Settlement: Cash Settlement if MSIL is Party A;
otherwise Physical Settlement. Party A
will notify Party B separately regarding
the clearance system details for Physical
Settlement.
Spot Price (Cash Settlement The cash proceeds received by Party B in
Only): connection with sale of the Bonds by Party
B, excluding any amounts in respect of
accrued interest. In the event of a
redemption by the Bond Issuer, the
redemption price paid by the Bond Issuer,
excluding accrued interest.
Deposit of Bond Payment Party A must deposit the Bond Payment with
(Physical Settlement Only): the Trustee on the Business Day prior to
the Exercise Date. The Bonds are to be
delivered "free" to Party A.
Additional Payment Obligation To the Expense Administrator (the "Expense
of Party A: Administrator Payment Obligation"):
If the Bond Issuer has not given notice of
redemption in connection with the exercise
of Options hereunder and if any such
exercise is an exercise of less than all
Options remaining unexercised hereunder,
Party A shall pay to the Expense
Administrator an amount equal to the
present value of a stream of payments
equal to $6,575 payable on each payment
date for the Bonds until the maturity of
the Bonds discounted at a rate of 6.0% per
annum on the basis of a 360 day year
consisting of twelve 30 day months from
the date of such exercise until the
Scheduled Final Distribution Date (as
defined in the Trust Agreement), assuming
for this purpose that the Trust (as
defined in the Trust Agreement) is not
terminated prior to the Scheduled Final
Distribution Date, multiplied by the
Option Entitlement multiplied by the
number of Options exercised and divided by
$26,580,000.
To Party B:
Upon any exercise, Party A shall pay to
Party B the Fractional Unit Make Whole
Amount. Party A shall be entitled to
reimbursement of any amounts paid or
netted from payments received in respect
of the Fractional Unit Make Whole Amount
from the Expense Administrator to the
extent, and only to the extent, provided
in the Expense Administration Agreement.
Settlement Date: For Cash Settlement, as applicable, the
Business Day of settlement of the sale of
the Bonds by Party B or the Business Day
of settlement of a redemption of Bonds by
the Bond Issuer. For Physical Settlement,
the Exercise Date.
3. Additional Definitions.
"Expense Administration Agreement" means the expense administration
agreement dated as of the date hereof between Party B and the Expense
Administrator.
"Expense Administrator" means MSDW Structured Asset Corp. acting
pursuant to the Expense Administration Agreement.
"Fractional Unit Make Whole Amount" means an amount equal to the Unit
Principal Balance (as defined in the Trust Agreement) of any fractional Unit (as
defined in the Trust Agreement) that would remain after any exercise hereunder
if no provision were made to pay to Party B an additional amount equal to such
Unit Principal Balance, together with accrued interest on such fractional Unit
and, if applicable, any Additional Distribution (as defined in the Trust
Agreement) on such fractional Unit.
"Trust Agreement" means the trust agreement dated as of the date hereof
between the MSDW Structured Asset Corp. and LaSalle Bank National Association.
4. Representations. Morgan Stanley & Co. Incorporated is acting as
agent for both parties but does not guarantee the performance of Party A.
5. 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.
6. 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 (or redemption
proceeds), excluding accrued interest, of the Bonds in excess of the Strike
Price.
7. 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
the Rating Agency Condition (as defined in the Trust Agreement) is satisfied
with respect to such assignment and any transfer. The transferee in any such
assignment or transfer must be a qualified institutional buyer as defined in
Rule 144A under the Securities Act of 1933.
8. Account Details.
Payments to Party A: Citibank, N.A., New York
SWIFT BIC Code: CITIUS33
ABA No. 021 000 089
FAO: 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 2002-8
Unit Account / AC-2090067/
Account No.: 67-9040-70-9
Operations Contact: Andy Streepey
Tel: 312-904-9387
Fax: 312-904-2084
MORGAN STANLEY
Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number SQ1GD by executing this Confirmation and returning
it to us.
Best Regards,
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
BY: /s/ Chris Boas
-----------------------
Name: Chris Boas
Title: Attorney in fact
Acknowledged and agreed as of the date first written above:
SATURNS TRUST NO. 2002-8
BY: LaSalle Bank National Association,
solely as Trustee and not in its individual capacity.
BY: /s/ Brian Ames
------------------------
Name: Brian 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/ John Kehoe
------------------------
Name: John Kehoe
Title: Attorney in fact