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. 2003-1
Date of Trust Agreement: January 29, 2003
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.
Initial Unit Principal Balance
of the Units: $60,191,725
Issue Price: 100%
Number of Units: 2,407,669 (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 29, 2003
Closing Date: January 29, 2003
Specified Currency: United States dollars
Business Day: New York, New York and Chicago,
Illinois
Interest Rate: 7.250 % per annum on the basis of a
360 day year consisting of twelve 30
day months.
Interest Reset Period: Not Applicable
Rating: Baa1 by Moody's negative outlook
A- by S&P negative watch
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: June 1, 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 cause a redemption
of a corresponding portion of the
Units.
If the call rights under the Swap
Agreement are partially exercised or
if there is a partial redemption of
the Securities, the Trustee will
randomly select Units to be redeemed
in full from the proceeds of such
partial exercise of the Swap
Agreement or partial redemption of
the Securities. If sufficient funds
are not available to redeem each
such redeemed Unit in full, one Unit
may be fractionally redeemed as a
result of each such partial
redemption or exercise.
Additional Distribution: If any of the Securities are
redeemed by the Security Issuer
prior to January 29, 2008, each of
the 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 Units to be redeemed, up to a
maximum of $2.50 per 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 January 29, 2008, each
redeemed Unitholder shall receive an
additional distribution of $1.50 per
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 Units to be redeemed.
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 of a partial redemption
or self-tender for the Securities:
(i) in the case of a partial
redemption, to the extent options
corresponding to more Securities
than are subject to such partial
redemption are exercised, a number
of options exercised by each Swap
Counterparty shall be deemed
rescinded (and each Swap
Counterparty shall be entitled to
exercise such rescinded options in
the future) such that (a) the total
amount of options exercised
corresponds to the number of
Securities redeemed and (b) each
Swap Counterparty's exercise is
reduced proportionately to the
number of options such Swap
Counterparty initially exercised.
(ii) in the case of a self-tender,
the Trustee shall tender to the
Security Issuer an amount of the
Securities equal to the total number
of options exercised, and shall
apply the proceeds of such tender in
cash settlement of such options as
provided in the Swap Agreement;
provided, however, that to the
extent any amount of Securities
tendered is not accepted by the
Security Issuer and paid for in
accordance with the terms of the
tender, such options relating to the
securities so tendered and not
accepted shall be deemed rescinded
and no settlement thereof shall be
deemed to have occurred, with the
number of such rescinded options to
be allocated among the Swap
Counterparties in proportion to the
number of options initially
exercised (and each Swap
Counterparty shall be entitled to
exercise such rescinded options in
the future).
Swap Termination Payment: With respect to each $1,000 face
amount of Securities and each
corresponding option under the Swap
Agreement, 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 $1,000 of Unit
Principal Balance of Units to be
redeemed in relation to such sale or
redemption and (z) any additional
distribution on the Units to be
redeemed in relation to such sale or
distribution.
In connection with a partial
redemption, such Swap Termination
Payment shall be allocated among
multiple Swap Counterparties in
proportion to the number of options
held by each Swap Counterparty
(after giving effect to any exercise
of options in connection with such
partial redemption as set forth
above under "Swap Counterparty")
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 June 1 and December 1, or the
next succeeding Business Day if such
day is not a Business Day,
commencing June 1, 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 May 15 and November 15,
regardless of whether such day is a
Business Day.
Form: Global Security
Depositary: DTC
Trustee Fees and Expenses: As compensation for and in payment
of trust expenses related to its
services hereunder other than
Extraordinary Trust Expenses, the
Trustee will receive Trustee Fees on
each Distribution Date in the amount
equal to $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 Trustee 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 Trustee as
Expense Administrator (the "Expense
Administrator") and the Trust.
The Expense Administrator will
receive a fee equal to $5,550
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 Units on the New York Stock
Exchange
ERISA Restrictions: None of the
restrictions in the Standard Terms
relating to the Employee Retirement
Income Security Act of 1974, as
amended, and related matters shall
apply to the Units.
Alternative ERISA Restrictions: Not Applicable
Deemed Representations: Not Applicable
QIB Restriction: Not Applicable
Trust Wind-Up Event: The Trust Wind-Up Events specified
in Sections 9.01(a), 9.01(c),
9.01(d), 9.01(f) and 9.01(h) shall
not apply. The Trust Wind Events
specified in Sections 9.01(b)
(Security Default), 9.01(e) (Early
Termination Date designated due to
"illegality" or "tax event" under
the Swap Agreement), 9.01(g)
(Disqualified Securities), 9.01(i)
(Excess Expense Event) shall apply.
Pursuant to Section 9.01(j), the
following events also shall
constitute Trust Wind-Up Events: (i)
redemption by the Security Issuer of
all Securities held by the Trust and
(ii) exercise of the call rights
under the Swap Agreement as to all
Securities held by the Trust.
If (i) cash settlement applies under
the Swap Agreement, (ii) a Trust
Wind-Up Event has occurred in
connection with the exercise of any
Option under the Swap Agreement and
(iii) the Selling Agent cannot
obtain a bid for the Securities in
excess of 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 options under 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
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) any additional
amounts received in respect of
principal, price or premium will be
applied to the Units as an
additional distribution, but only up
to the amount specified under
"Additional Distribution" in this
Trust Agreement. 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
Administrator'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,
other than amounts payable to the
Expense Administrator in respect of
the Expense Administrator's Fees.
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.
Depositor Optional Exchange: Depositor Optional Exchange applies
to this Series of Units.
The Depositor may exchange Units for
a pro rata portion of the Trust
Property subject only to the
following conditions: (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 Distribution Date or any date
that is 90 days before or after a
Distribution Date (or the succeeding
Business Day if such date is not a
Business Day) with 45 days notice;
(iii) each 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 $703,073.
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 each Swap
Counterparty to purchase the
Securities at the highest bid
received by the Selling Agent.
If each Swap Counterparty exercises
such right of first refusal,
Securities will be sold to each Swap
Counterparty in proportion to the
number of options held by such Swap
Counterparty; provided, that if only
one Swap Counterparty exercises such
right of first refusal, such Swap
Counterparty shall be entitled to
purchase all of the Securities to be
sold 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 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
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: Sears Roebuck Acceptance Corp. 7.00%
debentures due June 1, 2032
Security Issuer: Sears Roebuck Acceptance Corp.
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: $62,500,000
Security Rate: 7.00%
Credit Ratings: Baa1 by Moody's, negative outlook
A- by S&P, negative watch
Listing: None.
Security Agreement: An indenture dated as of May 15,
1995 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: 92.523%
Security Payment Date: Each June 1 and December 1
Original Issue Date: The Securities were originally
issued in a public offering on or
about May 29, 2002 in a principal
amount of $1,000,000,000
Maturity Date: June 1, 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. The Security
Issuer may also redeem the
Securities upon a "tax event" for a
redemption price equal to the
principal amount plus accrued
interest if any.
CUSIP No.:/ISIN No. 812404BK6
Security Trustee: JPMorgan Chase Bank (successor by
merger to "Chase Manhattan 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 29, 2003
To: SATURNS Trust No. 2003-1 From: Morgan Stanley & Co. International Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2003-1
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-9387 Tel: 212-761-1395
- -------------------------------------------------------------------------------------------------------------
Re: Bond Option Transaction. MS Reference Number SQ21V
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: January 13, 2003
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2003-1
("Party B")
Bonds: The obligation identified as follows:
Bond Issuer: Sears Roebuck Acceptance Corp.
Issue: 7.00% debentures due 2032
CUSIP: 812404BK6
Coupon: 7.00 %
Maturity Date: June 1, 2032
Face Amount Purchased: USD 62,500,000
Premium: USD $156,250
Premium Payment Date: January 29, 2003
Number of Options: 62,500
Option Entitlement: USD 1,000 of face amount of the
Bonds per Option.
Strike Price: (i) For any Exercise Date prior to
January 29, 2008, (A) the
redemption price of the Bonds
including any make-whole amount
(expressed as a percentage)
subject to a maximum of 105.937%,
in the case of an exercise related
to a redemption, or (B) 102.086%,
in the case of an exercise related
to a self-tender by the Bond
Issuer for Bonds held by the
Trust, in each case, of the
corresponding portion of the face
amount of the Bonds, but exclusive
of accrued interest on the Bonds
or (ii) for any Exercise Date on
or after January 29, 2008, 96.307%
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 29, 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 29, 2008, 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; provided that
this provision shall not apply in
connection with a redemption. If
Cash Settlement applies and Party
A exercises its Options in
connection with a self-tender for
settlement prior to January 29,
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.
Any Options exercised under this
Transaction may be deemed
rescinded to the extent so
provided under the second
paragraph of "Swap Counterparty"
under Schedule I to the Trust
Agreement.
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: June 1, 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
or if the Options are exercised in
connection with a redemption or
self-tender; 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
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.
Deposit of Bond Payment (Physical
Settlement Only):
Party A must deposit the Bond
Payment with the Trustee on the
Business Day prior to the Exercise
Date. The Bonds are to be
delivered "free" to Party A.
Additional Payment Obligation of
Party A: To the Expense Administrator (the
"Expense Administrator Payment
Obligation"):
If the Bond Issuer has not given
notice of redemption in connection
with any exercise of Options
hereunder and if any such exercise
is an exercise of less than all
Options remaining unexercised
hereunder, Party A shall pay to
the Expense Administrator an
amount equal to the present value
of a stream of payments equal to
$5,550 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 $62,500,000.
To Party B:
Upon any exercise, Party A shall
pay to Party B the Fractional Unit
Make Whole Amount. Party A shall
be entitled to reimbursement of
any amounts paid or netted from
payments received in respect of
the Fractional Unit Make Whole
Amount from the Expense
Administrator to the extent, and
only to the extent, provided in
the Expense Administration
Agreement.
Settlement Date: For Cash Settlement, as
applicable, the Business Day of
settlement of the sale of the
Bonds by Party B or the Business
Day of settlement of a redemption
of Bonds by the Bond Issuer. For
Physical Settlement, the Exercise
Date.
3. Additional Definitions.
"Expense Administration Agreement" means the expense administration
agreement dated as of the date hereof between Party B and the Expense
Administrator.
"Expense Administrator" means LaSalle Bank National Association 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 (or, to the extent there are
multiple Swap Counterparties, to such portion of the Bonds being redeemed
allocable to the options held by Party A) 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 for each option so
terminated, 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 2003-1
Unit Account / AC-2090067/
Account No.: 67-9150-805
Andy Streepey
Operations Contact: 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 SQ21V 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. 2003-1
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