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. 2002-15
Date of Trust Agreement: January 6, 2003
Depositor: On November 8, 2002, the Depositor
changed its name from MS 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.
Initial Unit Principal Balance
of the Units: $25,015,600
Issue Price: 100%
Number of Units: 1,000,624 (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: January 6, 2003
Closing Date: January 6, 2003
Specified Currency: United States dollars
Business Day: New York, New York and Chicago,
Illinois
Interest Rate: 8.00 % per annum on the basis of a
360 day year consisting of twelve
30 day months.
Interest Reset Period: Not Applicable
Rating: Baa3 by Moody's
BBB by S&P
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: April 15, 2038. The Units will have
the same final maturity as the
Securities.
Prepayment/Redemption: The Trust Property is subject to
call in accordance with Schedule
III. Any such call will cause a
redemption of a corresponding
portion of the Units.
If the call rights under the Swap
Agreement are partially exercised,
the Trustee will randomly select
Units to be redeemed in full from
the proceeds of such partial
exercise of the Swap Agreement. 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 exercise.
Additional Distribution: 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
prior to January 6, 2008, each
redeemed Unitholder will receive an
additional distribution of $1.50
per Class A Unit.
Corporate Trust Office: The definition of "Corporate Trust
Office" in the Standard Terms shall
not apply.
The Corporate Trust Office shall be
the Trustee's Asset-Backed
Securities Trust Services Group
having an office at 135 S. LaSalle
Street, Suite 1625, Chicago,
Illinois 60603 or such other
addresses as the Trustee may
designate from time to time by
notice to the Unitholders, the
Depositor, the Swap Counterparty and
the Guarantor.
Swap 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 options under
the Swap Agreements shall be
selected for exercise or termination
(and receipt of a Swap Termination
Payment).
Swap Termination Payment: An amount equal
to the excess (if any) of the sale
proceeds of the Securities, reduced
by (x) accrued interest on the
Securities, (y) the aggregate
outstanding Unit Principal Balance
of Units to be redeemed in relation
to such sale and (z) any additional
distribution on the 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 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 prior to the
effectiveness of such additional
Swap Agreement. Each Swap
Counterparty must consent to any
additional issuance.
Distribution Date: Each April 15 and October 15, or
the next succeeding Business Day if
such day is not a Business Day,
commencing April 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 April 1 and October 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 $2,000. 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 $3,876
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".
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 event also shall
constitute Trust Wind-Up Events:
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 (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 an 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
outstanding 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 January 6, 2008,
in connection with a self-tender, an
additional amount of $1.50 per Unit.
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 the
Swap Termination Payment.
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.
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 $450,281.
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 self-tender for
the Securities by the Security
Issuer, 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 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, 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). 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. 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 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
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 a 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: Goodrich Corporation (formerly
known as B.F. Goodrich Company)
7.00% debentures due April 15, 2038
Security Issuer: Goodrich Corporation (formerly known
as B.F. Goodrich Company)
Principal Amount: $28,700,000
Security Rate: 7.00%
Credit Ratings: Baa3 by Moody's
BBB by S&P
Listing: None.
Security Agreement: An indenture dated as of May 1,
1991 between the Security Issuer
and the Security Trustee.
Form: Global Security
Currency of
Denomination: United States dollars
Acquisition Price by Trust: 84.666755%
Security Payment Date: Each April 15 and October 15
Original Issue Date: On or about April 28, 1998
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: April 15, 2038
Sinking Fund Terms: Not Applicable
Redemption Terms: Not Applicable
CUSIP No.:/ISIN No. 382388ALO
Security Trustee: Harris Trust and Savings 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, 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: January 6, 2003
To: SATURNS Trust No. 2002-15 From: Morgan Stanley & Co.
International Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2002-15
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-9387 Tel: 212-761-1395
- ------- -------------------------------- ---------- ----------------------------
Re: Bond Option Transaction. MS Reference Number SQ1Z2
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: December 19, 2002
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2002-15
("Party B")
Bonds: The obligation identified as
follows:
Bond Issuer: Goodrich Corporation
(formerly known as
B.F. Goodrich Company)
Issue: 7.00% debentures due
2038
CUSIP: 382388AL0
Coupon: 7.00 %
Maturity
Date: April 15, 2038
Face Amount
Purchased: USD 28,700,000
Premium: USD $71,750
Premium Payment Date: January 6, 2003
Number of Options: 28,700
Option Entitlement: USD 1,000 of face amount of the
Bonds per Option.
Strike Price: (i) For any Exercise Date prior to
January 6, 2008, 92.393% 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 January
6, 2008, 87.163% 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 January 6, 2008, to, and
including, the Expiration Time on
the Expiration Date; provided,
however, the Exercise Period shall
also include any Business Day prior
to January 6, 2008, if notice of
self-tender has been delivered by
the Bond Issue 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
January 6, 2008, 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 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
self-tender.
Limited Right to Confirm Exercise: Inapplicable
Expiration Date: April 15, 2035
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
self-tender by the Bond Issuer, the
self-tender price, as applicable,
paid by the Bond Issuer, excluding
accrued interest.
Deposit of Bond Payment (Physical Party A must deposit the Bond
Settlement Only): Payment with the Trustee on the
Business Day prior to the Exercise
Date. The Bonds are to be delivered
"free" to Party A.
Additional Payment Obligation of To the Expense Administrator (the
Party A: "Expense Administrator Payment
Obligation"):
If any exercise of Options
hereunder 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 $3,876 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 $28,700,000.
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, the Business
Day of settlement of the sale of
the Bonds by Party B. 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 MS 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 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 2002-15
Unit Account / AC-2090067/
Account No.: 67-9132506
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 SQ1Z2 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. 2002-15
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