TRUST AGREEMENT
TRUST AGREEMENT, between MS 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;
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/ Ann M. Kelly
--------------------------------
Name: Ann M. Kelly
Title: Assistant Vice President
MS 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. 2002-14
Date of Trust Agreement: November 14, 2002
Depositor On November 8, 2002, the Depositor
changed its name from MSDW Structured
Asset Corp. to MS Structured Asset Corp.
Trustee: LaSalle Bank National Association.
References to Chase Bank of Texas,
National Association in the Standard
Terms shall be inapplicable.
Units: The Trust will issue two classes of
Units: the Class A Units and the Class B
Units. Only the Class A Units will be
publicly offered.
Initial Unit Principal Balance
of the Class A Units: $25,000,000
Initial Notional Amount
of the Class B Units: $25,000,000
Issue Price of Units: Class A Units: 100%
Class B Units: $2,109,000
Number of Units: Class A Units:
1,000,000 (Unit Principal Balance of $25
each)
Class B Units:
Initially, one (1) Unit representing
100% of the Notional Amount of the Class
B Units
Minimum Denomination: Class A Units:
$25 and $25 increments in excess
thereof. The minimum denomination
specified in Section 5.01(a) of the
Standard Terms shall not apply to the
Class A Units. Each $25 of Unit
Principal Balance is a Unit.
Class B Units:
$100,000 and $1,000 increments in excess
thereof.
Cut-off Date: November 14, 2002
Closing Date: November 14, 2002
Specified Currency: United States dollars
Business Day: New York, New York and Chicago, Illinois
Interest Rate: Class A Units:
6.000% per annum on the basis of a 360
day year consisting of twelve 30 day
months.
Class B Unit Units:
0.705% per annum on the basis of a 360
day year consisting of twelve 30 day
months.
The right of the Class A Units to
accrued interest is pari passu with the
right of the Class B Units to accrued
interest from accrued interest on the
securities.
Interest Reset Period: Not Applicable
Rating: Class A Units and Class B Units:
Aaa by Moody's
AAA by S&P
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: March 15, 2032. 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 result in the
redemption of a proportional amount of
the Class A Units and a proportional
reduction in the Notional Amount of the
Class B Units.
If the call rights under the Swap
Agreement are partially exercised or if
there is a partial redemption of the
Securities, (i) the Trustee will
randomly select Class A Units to be
redeemed in full from the proceeds of
such partial exercise of the Swap
Agreement or partial redemption of the
Securities and (ii) the Trustee will
select Class B Units for any
distribution and any reduction in
Notional Amount first by attempting to
assign such redemption to any Class B
Units held by a Swap Counterparty who
has exercised its call rights under the
Swap Agreement or who will be selected
for termination of call rights, unless
any such Swap Counterparty disclaims
such a selection, and then by random
selection.
Additional Distribution: Class A Units:
If any of the Securities are redeemed by
the Security Issuer prior to November
14, 2007, each of the Class A Units
being redeemed in connection with such
redemption of Securities or related
exercise of the call rights under the
Swap Agreement shall receive a pro rata
distribution from the proceeds of such
redemption or exercise in respect of
principal, price or premium with respect
to the Securities in excess of the
corresponding Unit Principal Balance of
the Class A Units to be redeemed, up to
a maximum of $2.50 per Class A Unit
being redeemed.
If the Security Issuer gives notice of a
self-tender as to Securities held by the
Trust and the Swap Counterparty
exercises its call rights under the Swap
Agreement in connection with such
self-tender prior to November 14, 2007,
each redeemed Class A Unitholder shall
receive an additional distribution of
$1.50 per Class A Unit from the proceeds
of such exercise in respect of
principal, price or premium with respect
to the Securities in excess of the
corresponding Unit Principal Balance of
the Class A Units to be redeemed.
Class B Units:
If the Securities are redeemed by the
Security Issuer or if the Swap
Counterparty exercises its call rights
under the Swap Agreement, then the Class
B Units designated for a reduction in
Notional Amount in connection with such
redemption or exercise shall receive an
amount up to the Class B Present Value
Amount as of the date of such reduction
in Notional Amount as an additional
distribution from the proceeds of such
redemption or exercise in respect of
principal, price or premium with respect
to the Securities remaining after
application to the Class A Units and any
amounts in respect of an exercise of the
Swap Agreement in respect of an
additional payment obligation of the
Swap Counterparty with respect to the
Class B Units.
"Class B Present Value Amount" means,
with respect to a date, an amount equal
to the present value of the Future Class
B Unit Interest for such date in respect
of the corresponding portion of Notional
Amount of the Class B Units being
reduced discounted at a rate of 6.75%
per annum on the basis of a 360 day year
consisting of twelve 30 day months.
"Future Class B Unit Interest" means
with respect to any date of reduction in
the Notional Amount of the Class B Units
resulting from a redemption of the
Securities or exercise of call rights
under the Swap Agreement, the interest
on the corresponding portion of the
Notional Amount of the Class B Units,
other than interest paid or accrued
through such date, that would accrue at
the rate and in the manner specified
hereunder and would be payable at the
times specified hereunder on such
corresponding portion of the Notional
Amount of the Class B Units to the
Scheduled Final Distribution Date had
such reduction of the Notional Amount of
the Class B Units not occurred.
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 Master Agreement referred to in
Schedule III and any assignment thereof.
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 of the exercised call
rights under the Swap Agreements shall
be selected for designation as exercised
in connection with such redemption or
which of the unexercised call rights
shall be selected for termination and
receipt of a Swap Termination Payment.
Swap Termination Payment: An amount equal to the excess (if any)
of the sale proceeds or redemption
proceeds of the Securities, as
applicable, reduced by (x) accrued
interest on the Securities, (y) the
aggregate outstanding Unit Principal
Balance of Class A Units to be redeemed
in relation to such sale or redemption
and (z) any additional distribution on
the Class A Units and the Class B Units.
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,
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 prior to the
effectiveness of such additional Swap
Agreement. Each Swap Counterparty must
consent to any additional issuance.
Distribution Date: Each March 15 and September 15, or the
next succeeding Business Day if such day
is not a Business Day, commencing March
15, 2003.
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 1 and September 1, 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 $5,575 payable on each
Distribution Date. Amounts in respect of
an additional payment obligation of the
Swap Counterparty in respect of the
Expense Administrator's fee shall also
be considered part of the Expense
Administrator's fee hereunder and under
the Expense Administration Agreement.
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. The Amounts specified in
the paragraph are also referred to as
the "Expense Administrator's Fee".
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
Class A 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 Class A Units.
The restrictions shall apply to the
Class B Units and no ERISA Benefit Plan
may acquire an interest in the Class B
Units.
Alternative ERISA Restrictions: Not Applicable
Deemed Representations: Not Applicable
QIB Restriction: Applicable to the Class B Units. Not
applicable to the Class A Units.
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 the amount
specified in the Swap Agreement, 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,
pursuant to the terms of the Swap
Agreement in the event of an exercise of
the Swap Agreement or otherwise by sale
thereof).
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 to the Class A Units and the
Class B Units pro rata in proportion to
the amount of accrued interest
outstanding on each such Class, (ii)
amounts received as principal or par on
the Securities will be applied to the
Unit Principal Balance of the Class A
Units up to 100% of the Unit Principal
Balance of each Class A Unit and (iii)
any applicable additional distribution
on the Class A Units. Remaining accrued
interest will be applied to the Expense
Administrator's fee. Amounts in respect
of an additional payment obligation of
the Swap Counterparty in respect of the
Expense Adminstrator's Fee will be paid
to the Expense Administrator. Remaining
amounts will be allocated to any
applicable additional distribution on
the Class B Units and then to the Swap
Termination Payment.
If the Trust is terminated for any other
reason, the proceeds of liquidation will
be applied to redeem the Class A Units
and the Class B Units. The Class A Units
will have a claim on the proceeds of the
liquidation equal to their aggregate
Unit Principal Balance plus accrued
interest. The Class B Units will have a
claim on the proceeds of liquidation
equal to accrued interest plus the Class
B Present Value Amount, in each case as
of such date of termination. If the
proceeds of the liquidation are less
than the combined claim amounts of the
Class A Units and the Class B Units, the
proceeds will be distributed in
proportion to the claim amounts of the
Class A Units and the Class B Units in
full satisfaction of the claims of the
Units. If the proceeds of liquidation
exceed the claims of the Class A Units
and the Class B Units, the excess will
be paid to the Swap Counterparty as a
Swap Termination Payment under the Swap
Agreement, other than amounts payable to
the Expense Administrator.
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. However, the Swap
Counterparty may exercise its call
rights in connection with any
self-tender in accordance with the Swap
Agreement.
Exchangeable Series Terms: The Exchangeable Series provisions only
apply to the Depositor as a Unitholder
(or beneficial owner of Units). No
Unitholder (or beneficial owner of a
Unit) other than the Depositor may
exchange Units for Securities.
The Depositor may exchange Units for a
pro rata portion of the Trust Property;
provided that: (i) the exchange is made
with respect to a minimum Unit Principal
Balance of $250,000 and in $25 integral
multiples in excess thereof; (ii) such
exchange is to be effected on any
January 1, April 1, July 1 or October 1
(or the succeeding Business Day if such
date is not a Business Day) with 45 days
notice; (iii) the Swap Counterparty
consents to the exchange and (iv) the
Expense Administrator consents to the
exchange.
Terms of Retained Interest: Notwithstanding any other provision
herein or in the Standard Terms, 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
(or redemption date if earlier) 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
$265,406.
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; (iii) the
initiation by the Security Issuer of any
proceedings seeking a judgment of
insolvency or bankruptcy or seeking
relief under bankruptcy or insolvency
laws or similar laws affecting
creditor's rights; or (iv) if not
otherwise addressed in (iii), the
passage of thirty (30) calendar days
since the day upon which any person or
entity initiates any proceedings against
the Security Issuer seeking a judgment
of insolvency or bankruptcy or seeking
relief under bankruptcy or insolvency
laws or similar laws affecting
creditor's rights and such proceeding
has not been dismissed prior to such
thirtieth day.
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. None of the Selling Agent, its
affiliates or its agents, may bid for
the Securities. If the Swap Counterparty
is not an affiliate of the Selling
Agent, the Selling Agent will extend a
right of first refusal to the Swap
Counterparty to purchase the Securities
at the highest bid received by the
Selling Agent.
If cash settlement applies and if the
Swap Counterparty exercises any of its
call rights other than in connection
with a redemption of or a self-tender
for the Securities by the Security
Issuer (or extent thereof in the event
of an exercise of call rights in excess
of the amount to be redeemed), a number
of Securities corresponding to the
number of call rights 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 the
amount specified in the Swap Agreement,
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 call
rights 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
(with respect to the Class A Units
issued ) and, if in excess of such
amount, in a $25 integral multiple in
excess thereof (with respect to the
Class A Units issued). The principal
amount of Securities deposited must be
in the same ratio to the Unit Principal
Balance (and Notional Amount with
respect to the Class B Units) 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 (and aggregate
Notional Amount with respect to the
Class B Units) 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, with a notional amount equal
to the principal amount of the
additional Securities deposited, to be
entered into between the Trust and an
additional Swap Counterparty (or a
combination of an additional Swap
Agreement and a notional balance
increase of the existing Swap
Agreement(s), with the combined effect
of such proportional increase in the
notional amount of the Swap Agreements).
The Depositor must also arrange the
issuance of Class B Units with a
Notional Amount equal to the Unit
Principal Balance of the Class A Units
being issued in connection with an
additional issuance. Any accrued
interest will be reflected in the price
of additional Units and the Securities.
The Rating Agency Condition must be
satisfied in connection with any such
additional issuance. Each Swap
Counterparty must consent to any
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.
Securities Intermediary: LaSalle Bank National Association acting
in the capacity of securities
intermediary.
Additional Representations
Of Trustee and Securities
Intermediary: The Unit Account is a "securities
account" within the meaning of Section
8-501 of the UCC and is held only in the
name of the Trust. The Securities
Intermediary is acting with respect to
the Unit Account in the capacity of a
"securities intermediary" within the
meaning of Section 8-102(a)(l4) of the
UCC.
All Securities have been (i) delivered
to the Securities Intermediary pursuant
to the Trust Agreements; (ii) credited
to the Unit Account; and (iii)
registered in the name of the Securities
Intermediary or its nominee, indorsed to
the Securities Intermediary or in blank
or credited to another securities
account maintained in the name of the
Securities Intermediary. In no case will
any Securities or other financial asset
credited to a Unit Account be registered
in the name of the Depositor, payable to
the order of the Depositor or specially
indorsed to the Depositor except to the
extent the foregoing have been specially
indorsed to the Securities Intermediary
or in blank.
The Unit Account is an account to which
financial assets are or may be credited,
and the Securities Intermediary shall
treat the Trustee as entitled to
exercise the rights that comprise any
financial asset credited to the account.
The Securities Intermediary hereby
agrees that the Securities credited to
the Unit Account shall be treated as a
"financial asset" within the meaning of
Section 8-102(a)(9) of the UCC.
If at any time the Securities
Intermediary shall receive any order
from the Trustee directing the transfer
or redemption of any Securities on
deposit in any Unit Account, the
Securities Intermediary shall comply
with such entitlement order without
further consent by the Depositor or any
other Person. The Securities
Intermediary shall take all instructions
(including without limitation all
notifications and entitlement orders)
with respect to each Unit Account solely
from the Trustee.
The Securities Intermediary hereby
confirms and agrees that:
(a) There are no other agreements
entered into between the Securities
Intermediary and the Depositor with
respect to any Unit Account;
(b) It has not entered into, and until
the termination of this Agreement will
not enter into, any agreement with any
other Person relating to any Unit
Account and/or any financial assets
credited thereto pursuant to which it
has agreed to comply with entitlement
orders (as defined in Section
8-102(a)(8) of the UCC) of such other
Person; and
(c) It has not entered into, and until
the termination of the Trust Agreements
will not enter into, any agreement with
the Depositor or the Trustee purporting
to limit or condition the obligation of
the Securities Intermediary to comply
with entitlement orders as set forth
above
The Trustee hereby represents and
warrants as follows:
(a) The Trustee maintains its books and
records with respect to its securities
accounts in the State of Illinois; and
(b) The Trustee has not granted any lien
on the Securities nor are the Securities
subject to any lien on properties of the
Trustee in its individual capacity; the
Trustee has no actual knowledge and has
not received actual notice of any lien
on the Securities (other than any liens
of the Trustee in favor of the
beneficiaries of the Trust Agreements);
other than the interests of the
Unitholders and the potential interests
of the Call Option holders, the books
and records of the Trustee do not
identify any Person as having an
interest in the Securities.
The Trustee makes no representation as
to (i) the validity, legality,
sufficiency or enforceability of any of
the Securities or (ii) the
collectability, insurability,
effectiveness or suitability of any of
the Securities.
Additional Depositor
Representations: The Depositor hereby represents and
warrants to the Trustee as follows (with
respect to the Closing Date and any
additional issuance):
(a) Immediately prior to the transfer of
the Securities to the applicable Trust,
the Depositor owned and had good and
marketable title to the Securities free
and clear of any lien, claim or
encumbrance of any Person.
(b) The Depositor has received all
consents and approvals required by the
terms of the Securities to the transfer
to the Trustee of its interest and
rights in the Securities as contemplated
by the Trust Agreements.
(c) The Depositor has not assigned,
pledged, sold, granted a security
interest in or otherwise conveyed any
interest in the Securities (or, if any
such interest has been assigned, pledged
or otherwise encumbered, it has been
released), except such interests granted
pursuant to the Trust Agreements. The
Depositor has not authorized the filing
of and is not aware of any financing
statements against the Depositor that
includes a description of the
Securities, other than any such filings
pursuant to the Trust Agreements. The
Depositor is not aware of any judgment
or tax lien filings against Depositor.
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 and the Swap Counterparties
copies of any notices it receives with
respect to a redemption of or
self-tender offer for the Securities or
an exercise of the call rights under the
Swap Agreement and any other notices
with respect to the Securities. The
Trustee shall provide to the Swap
Counterparty any notice from the
Securities Issuer regarding an early
redemption of or self-tender offer for
the Securities within two (2) Business
Days of receipt of such notice.
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. For the
avoidance of doubt, the Securities may
not be distributed to Unitholders under
any circumstances, other than to the
Depositor exercising exchangeable series
rights.
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: General Electric Capital Corporation
6.750% debentures due March 15, 2032
Security Issuer: General Electric Capital Corporation
The Security Issuer will be treated as
an Eligible Issuer if (i) it is an
Eligible Issuer or (ii) it is a
Reporting Issuer and a wholly owned
subsidiary (direct or indirect) of an
Eligible Issuer.
Principal Amount: $25,000,000
Security Rate: 6.750%
Credit Ratings: Aaa by Moody's
AAA by S&P
Listing: None
Security Agreement: An indenture dated as of February 27,
1997 between the Security Issuer and the
Security Trustee as supplemented and
amended from time to time.
Form: Global
Currency of
Denomination: United States dollars
Acquisition Price by Trust: $26,384,000
Security Payment Date: Each March 15 and September 15
Original Issue Date: The Securities were originally issued in
a public offering on or about March 13,
2002 in a principal amount of
$5,000,000,000.
Maturity Date: March 15, 2032
Sinking Fund Terms: Not Applicable
Redemption Terms: The Securities are redeemable at any
time, subject to a make-whole payment,
if any, calculated at the time of
redemption.
CUSIP No.:/ISIN No. 36962GXZ2
Security Trustee: JPMorgan Chase Bank
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,
D.C. 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: November 14, 2002
To: SATURNS Trust No. 2002-14 From: Morgan Stanley & Co.
International Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2002-14
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-9387 Tel: 212-761-1395
- --------------------------------------------------------------------------------
Re: Bond Option Transaction. MS Reference Number NQ8HQ
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: November 14, 2002
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2002-14 ("Party B")
Bonds: The obligation identified as follows:
Bond Issuer: General Electric Capital Corporation
Issue: 6.750% debentures due 2032
CUSIP: 36962GXZ2
Coupon: 6.750%
Maturity Date: March 15, 2032
Face Amount Purchased: USD 25,000,000
Premium: USD $62,500
Premium Payment Date: November 14, 2002
Number of Options: 25,000
Option Entitlement: USD 1,000 of face amount of the Bonds
per Option.
Strike Price: (i) For any Exercise Date prior to
November 14, 2007, the redemption price
of the Bonds including any make-whole
amount (expressed as a percentage)
subject to a maximum of 110%, in the
case of an exercise related to a
redemption, or 106%, in the case of an
exercise related to a self-tender by the
Bond Issuer for Bonds held by the Trust,
of the corresponding portion of the
aggregate Unit Principal Balance (as
defined in the Trust Agreement) but
exclusive of accrued interest on the
Bonds or (ii) for any Exercise Date on
or after November 14, 2007, 100% 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 November
14, 2007, to, and including, the
Expiration Time on the Expiration Date;
provided, however, the Exercise Period
shall also include any Business Day
prior to November 14, 2007, if notice of
redemption or self-tender has been
delivered by the Bond Issuer as to Bonds
held by the Trust.
Exercise Date: For each Option exercised, the day
during the Exercise Period on which that
Option is exercised.
Rescission of Exercise: Party A may rescind its notice of
exercise at any time prior to the
Settlement Date by providing notice of
rescission to Party B.
If Cash Settlement applies and if Party
B cannot obtain a bid for the 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. If Cash Settlement
applies and Party A exercises its
Options in connection with a self-tender
for settlement prior to November 14,
2007, Party A's notice of exercise shall
be automatically rescinded if the price
offered by the Bond Issuer does not
exceed the Strike Price together with
accrued interest on the Bonds.
Upon any rescission of exercise (whether
pursuant to the foregoing sentence or
otherwise) the Options for which notice
of exercise was given and for which
exercise was rescinded 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 Exercise: Applicable. Buyer shall give 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: The Swap Counterparty may give notice of
its intention to exercise the call
rights under the Swap Agreement on not
less than 15 or more than 60-calendar
days' notice. The Swap Counterparty may
give notice of its intention to exercise
its call rights under the Swap Agreement
with respect to Bonds held by the Trust
as to which the Bond Issuer has given
notice of its intention to redeem or
notice of a self-tender with two
business days notice prior to the
settlement of exercise but no later than
4:00 p.m. New York time on the second
Business Day immediately preceding the
scheduled settlement of the redemption
or self-tender.
Limited Right to Confirm Exercise: Inapplicable
Expiration Date: March 15, 2029
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 Only): The cash proceeds received by Party B in
connection with sale of the Bonds by
Party B, excluding any amounts in
respect of accrued interest. In the
event of a redemption or self-tender by
the Bond Issuer, the redemption price or
self tender price, as applicable, paid
by the Bond Issuer, excluding accrued
interest.
Cash Settlement Amount (Cash The Cash Settlement Amount shall be
Settlement Only): adjusted to reflect the Additional
Payment Obligation of Party A.
Deposit of Bond Payment (Physical Party A must deposit the Bond Payment
Settlement Only): with the Trustee on the Business Day
prior to the Exercise Date. The Bonds
are to be delivered "free" to Party A.
Bond Payment (Physical Settlement The Bond Payment shall also include the
Only): Additional Payment Obligation of Party
A.
Additional Payment Obligation of To Party B for payment to its expense
Party A: administrator (the "Expense
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
Party B (for the Expense Administrator
as defined in the Trust Agreement) an
amount equal to the present value of a
stream of payments equal to $5,575
payable on each payment date for the
Bonds until the maturity of the Bonds
discounted at a rate of 5.0% 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 $25,000,000.
To Party B for Payment on the Class B
Units (the "Class B Unit Payment
Obligation"):
Upon any exercise hereunder, Party A
shall pay to Party B, for distribution
with respect to the Class B Units
outstanding under the Trust Agreement,
the Class B Present Value Amount (as
defined in the Trust 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.
"Trust Agreement" means the trust agreement dated as of the date hereof
between the MS 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. A redemption by the Bond Issuer of a portion
of the Bonds held by Party B will result in a partial Additional Termination
Event to the extent of the Bonds being so redeemed if Party A does not exercise
Options hereunder corresponding to such Bonds.
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,
the amount specified as the Swap Termination Payment in the Trust Agreement.
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, as amended.
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 2002-14
Unit Account / AC-2090067/
Account No.: 67-9112-201
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 NQ8HQ 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. 2002-14
BY: LaSalle Bank National Association,
solely as Trustee and not in its individual capacity.
BY: /s/ Ann M. Kelly
------------------------------------
Name: Ann M. Kelly
Title: Assistant 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