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. The terms of the
Standard Terms for Trust Agreements, dated March 5, 2003 (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 Schedule I 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 Underlying 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 Underlying 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 Underlying
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.
IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Schedule I 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: ____________________________
Name: Ann M. Kelly
Title: Assistant Vice President
MS STRUCTURED ASSET CORP.
By: ____________________________
Name: John Kehoe
Title: Vice President
Attachments: Schedules I, II and III
Schedule I
(Terms of Trust and Units)
Trust: SATURNS Trust No. 2003-5
Date of Trust Agreement: March 14, 2003
Trustee: LaSalle Bank National Association
Initial Unit Principal
Balance of the Units: $75,027,675
Issue Price: 100%
Number of Units: 3,001,107 (Unit Principal Balance of $25 each)
Minimum Denomination: $25 and $25 increments in excess thereof. Each
$25 of Unit Principal Balance is a Unit.
Cut-off Date: March 14, 2003
Closing Date: March 14, 2003
Specified Currency: United States dollars
Business Day: New York, New York and Chicago, Illinois
Interest Rate: 8.125% 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
BBB by S&P
Rating Agencies: Moody's and S&P
Scheduled Final Distribution
Date: July 16, 2031. The Units will have the same final
maturity as the Underlying Securities.
Prepayment/Redemption:
The Trust Property is subject to redemption in
accordance with the terms of the Underlying
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, 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 any of the Underlying Securities are redeemed
by the Underlying Security Issuer due to a tax
event or following a tax event prior to March 14,
2008, each of the Units being redeemed in
connection with such redemption of Underlying
Securities or related exercise of the call rights
under the Swap Agreement will be redeemed at their
stated Unit Principal Balance without any
additional distribution.
If the Underlying Security Issuer gives notice of
a self-tender as to Underlying Securities held by
the Trust and a Swap Counterparty exercises its
call rights under a Swap Agreement in connection
with such self-tender prior to March 14, 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 Underlying
Securities in excess of the corresponding Unit
Principal Balance of the Units to be redeemed. The
Units may also receive any additional amounts
available at maturity or upon a redemption by the
Underlying Security Issuer if all or a portion of
the Swap Agreement has expired unexercised.
Swap Agreement: The ISDA Master Agreement referred to in Schedule
III and any assignment thereof.
Swap Counterparty: Party A to the Swap Agreement referred to in
Schedule III or any assignee thereof.
In the event of a self-tender for the Underlying
Securities, the Trustee shall tender to the
Underlying Security Issuer an amount of the
Underlying 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 Underlying
Securities tendered is not accepted by the
Underlying Security Issuer and paid for in
accordance with the terms of the tender offer,
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
Underlying 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 Underlying Securities,
as applicable, reduced by (x) accrued interest on
the Underlying 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.
Swap Notional Amount: The notional amount specified in Schedule III.
Swap Payment Date: Not Applicable
Swap Rate: Not Applicable
Distribution Date: Each January 16 and July 16, or the next
succeeding Business Day if such day is not a
Business Day, commencing July 16, 2003 and any
other date upon which funds are available for
distribution in accordance with the terms hereof.
If any payment with respect to the Underlying
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 or the Record
Date.
Record Date: The record date for each Distribution Date shall
be the third Business Day prior to such
Distribution Date, without adjustment for any
change in the Distribution Date due to the receipt
of funds for distribution after 12 noon.
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 $6,500 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 Underlying 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 Underlying 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
receive all interest and principal with respect to
such portion of the Underlying 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: No ERISA Restrictions apply.
QIB Restriction: Not Applicable
Trust Wind-Up Event: If (i) cash settlement applies under the Swap
Agreement (other than in connection with a
self-tender or redemption by the Underlying
Security Issuer for the Underlying Securities),
(ii) a Trust Wind-Up Event has occurred in
connection with the exercise of any call rights
under the Swap Agreement and (iii) the Selling
Agent cannot obtain a bid for the Underlying
Securities in excess of 100% of the aggregate Unit
Principal Balance of the Units and accrued
interest on the Underlying Securities, then the
Underlying Securities will not be sold, the Swap
Counterparty's exercise of the call rights 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 Underlying
Securities held by the Trust will be liquidated
(by delivery to the Underlying 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 Underlying Securities by the
Underlying Security Issuer or an exercise of the
call rights under the Swap Agreement as to all
Underlying Securities held by the Trust, (i)
amounts received as accrued interest on the
Underlying Securities will be applied to amounts
treated as accrued interest outstanding on the
Units, (ii) amounts received as principal or par
on the Underlying Securities (including any
portion of the Call Strike Price (as defined in
the Swap Agreement)) 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 or premium (or any portion of the Call
Strike Price in excess of the amount in (ii)) 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 each 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 up to their stated principal
balance. If the proceeds of liquidation exceed the
stated principal balance of the Units and the
accrued interest on the Underlying 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 Fee.
Self-Tenders by
Underlying Security Issuer: The Trust will not participate in any self-tender
by the Underlying Security Issuer for the
Underlying Securities and the Trustee will not
accept any instructions to the contrary from the
Unitholders except in connection with an exercise
by a Swap Counterparty of its call rights. Any
Swap Counterparty may exercise its call rights in
connection with any self-tender in accordance with
the Swap Agreement and the Trustee may participate
in the self tender by the Underlying Security
Issuer on behalf of an exercising Swap
Counterparty.
Depositor Optional Exchange: Depositor Optional Exchange applies to this Series
of Units.
Section 5.12(c)(ii) of the Standard Terms shall be
incorporated herein by replacing 5.12 (c)(ii) with
the following: "(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".
Pursuant to 5.12(c)(iii) each Swap Counterparty
and the Expense Administrator must consent to such
an 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 Underlying 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 Underlying Securities on
the first Distribution Date.
The amount of the Retained Interest is $982,133.
If an Underlying 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 Underlying
Securities.
Call Option Terms: Not Applicable.
Sale of Underlying
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 Underlying Securities at the
highest bid received by the Selling Agent.
If more than one Swap Counterparty exercises such
right of first refusal, Underlying Securities will
be sold to each exercising 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 Underlying 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 Underlying Securities by the
Underlying 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
Underlying 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 Underlying Securities in excess of the
amount specified in the Swap Agreement, then the
Underlying 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.
Selling Agent: Morgan Stanley & Co. Incorporated.
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) written confirmation by Moody's (if the
Units are rated by Moody's, for so long as the
Units are outstanding and rated by Moody's) and
(ii) written confirmation by S&P (if the Units are
rated 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. 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.
Schedule II
(Terms of Trust Property)
Underlying Securities: Ford Motor Company 7.45% debentures due July 16,
2031
Underlying Security Issuer: Ford Motor Company
Principal Amount: $82,000,000
Underlying Security Rate: 7.45%
Credit Ratings: Baa1 by Moody's
BBB by S&P
Listing: None.
Underlying Security
Issuance Agreement: An indenture dated as of February 15, 1992 between
the Underlying Security Issuer and the Underlying
Security Trustee as supplemented and amended from
time to time.
Form: Global
Acquisition Price by Trust: $72,869,303
Underlying Security
Payment Date: Each January 16 and July 16
Original Issue Date: The Underlying Securities were originally issued
in a public offering on or about July 16, 1999 in
a principal amount of $1,800,000,000. Further
Underlying Securities were issued under the same
series in public offerings on or about July 28,
2000 in a principal amount of $1,500,000,000 and
October 24, 2001 in a principal amount of
$1,500,000,000.
Maturity Date: July 16, 2031
Sinking Fund Terms: Not Applicable
Redemption Terms: The Underlying Security Issuer may redeem
the Underlying Securities upon a "tax event" for a
redemption price equal to the principal amount
plus accrued interest if any.
CUSIP No.:/ISIN No. 345370CA6
Underlying Security Trustee: Bank of New York
Available Information
Regarding the Underlying
Security Issuer
(if other than U.S.
Treasury obligations): The Underlying Security Issuer is subject to the
informational requirements of the Securities
Exchange Act of 1934, as amended, and in
accordance therewith files reports and other
information with the Securities and Exchange
Commission (the "Commission"). Such reports and
other information can be inspected and copied at
the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional Offices
of the Commission: Woolworth Building, 233
Broadway, New York, New York 10279, and Northwest
Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington,
District of Columbia 20549 at prescribed rates.
MORGAN STANLEY
Schedule III
(Call Option Confirm)
- --------------------------------------------------------------------------------
Date: March 14, 2003
To: SATURNS Trust No. 2003-5 From: Morgan Stanley & Co.
International Limited
Attn: Asset-Backed Securities Group Contact: Chris Boas
SATURNS Trust No. 2003-5
Fax: 312-904-2084 Fax: 212-761-0406
Tel: 312-904-9387 Tel: 212-761-1395
- --------------------------------------------------------------------------------
Re: Bond Option Transaction. MS Reference Number SQ27T
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: March 7, 2003
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2003-5 ("Party B")
Bonds: The obligation identified as follows:
Bond Issuer: Ford Motor Company
Issue: 7.45% debentures due 2031
CUSIP: 345370CA6
Coupon: 7.45%
Maturity Date: July 16, 2031
Face Amount Purchased: USD 82,000,000
Premium: USD $205,000
Premium Payment Date: March 14, 2003
Number of Options: 82,000
Option Entitlement: USD 1,000 of face amount of the Bonds per Option.
Strike Price: (i) For any Exercise Date prior to March 14, 2008,
(A) 91.498%, in the case of an exercise related to
a redemption, of the corresponding portion of the
face amount of the Bonds, but exclusive of accrued
interest on the Bonds or (B) 96.988%, 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 March 14, 2008, 91.498% 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 March 14, 2008, to, and
including, the Expiration Time on the Expiration
Date; provided, however, the Exercise Period shall
also include any Business Day prior to March 14,
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 if Party A exercises its
Options in connection with a self-tender for
settlement prior to March 14, 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 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: July 16, 2028
Expiration Time: 4:00 p.m. New York time
Business Days: New York and Chicago
III. Settlements:
Settlement: Cash Settlement if MSIL is Party A 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.
Cash Settlement Amount
(Cash Settlement Only): The Cash Settlement Amount shall be adjusted to
reflect the Additional Payment Obligation of Party
A.
Bond Payment (Physical
Settlement Only): The Bond Payment shall also include the Additional
Payment Obligation of Party A.
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
$6,500 payable on each payment date for the Bonds
until the maturity of the Bonds discounted at a
rate of 5.0% per annum on the basis of a 360 day
year consisting of twelve 30 day months from the
date of such exercise until the Scheduled Final
Distribution Date (as defined in the Trust
Agreement), assuming for this purpose that the
Trust (as defined in the Trust Agreement) is not
terminated prior to the Scheduled Final
Distribution Date, multiplied by the Option
Entitlement multiplied by the number of Options
exercised and divided by $82,000,000.
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 2003-5
Unit Account / AC-2090067/
Account No.: 67-9180-604
Andy Streepey
Operations Contact: Tel: 312-904-9387
Fax: 312-904-2084
Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number SQ27T by executing this Confirmation and returning
it to us.
Best Regards,
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
BY: /s/ John Kehoe
------------------------
Name: John Kehoe
Title: Attorney in fact
Acknowledged and agreed as of the date first written above:
SATURNS TRUST NO. 2003-5
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