TRUST AGREEMENT
TRUST AGREEMENT, between MSDW Structured Asset Corp. (the
"Depositor") and LaSalle Bank National Association (the "Trustee"), made as of
the date set forth in Schedule I attached hereto, which Schedule together with
Schedules II and III attached hereto, are made a part hereof and are hereinafter
referred to collectively as the "Terms Schedule". The terms of the Standard
Terms for Trust Agreements, dated July 7, 1999 (the "Standard Terms") are,
except to the extent otherwise expressly stated, hereby incorporated by
reference herein in their entirety with the same force and effect as though set
forth herein. Capitalized terms used herein and not defined shall have the
meanings defined in the Standard Terms. References to "herein", "hereunder",
"this Trust Agreement" and the like shall include the Terms Schedule attached
hereto and the Standard Terms so incorporated by reference.
WHEREAS, the Depositor and the Trustee desire to establish the
Trust identified in Schedule I attached hereto (the "Trust") for the primary
purposes of (i) holding the Securities, (ii) entering into any Swap Agreement
with the Swap Counterparty and (iii) issuing the Units;
WHEREAS, the Depositor desires that the respective beneficial
interests in the Trust be divided into transferable fractional shares, such
shares to be represented by the Units; and
WHEREAS, the Depositor desires to appoint the Trustee as
trustee of the Trust and the Trustee desires to accept such appointment;
WHEREAS, the Depositor shall transfer, convey and assign to
the Trust without recourse, and the Trust shall acquire, all of the Depositor's
right, title and interest in and under the Securities and other property
identified in Schedule II to the Trust Agreement (the "Trust Property"); and
WHEREAS, the Trust agrees to acquire the Trust Property
specified herein in consideration for Units having an initial Unit Principal
Balance identified in Schedule I attached hereto, subject to the terms and
conditions specified in the Trust Agreement;
NOW THEREFORE, the Depositor hereby appoints the Trustee as
trustee hereunder and hereby requests the Trustee to receive the Securities from
the Depositor and to issue in accordance with the instructions of the Depositor
Units having the terms specified in Schedule I attached hereto, and the Trustee
accepts such appointment and, for itself and its successors and assigns, hereby
declares that it shall hold all the estate, right, title and interest in any
property contributed to the trust account established hereunder (except property
to be applied to the payment or reimbursement of or by the Trustee for any fees
or expenses which under the terms hereof is to be so applied) in trust for the
benefit of all present and future Holders of the fractional shares of beneficial
interest issued hereunder, namely, the Unitholders, and subject to the terms and
provisions hereof and of the Standard Terms.
IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Terms Schedule attached hereto.
LASALLE BANK NATIONAL ASSOCIATION
as Trustee on behalf of the Trust
identified in Schedule I hereto,
and not in its individual capacity
By: /s/ Xxx X. Xxxxx
----------------------------
Name: Xxx X. Xxxxx
Title: Assistant Vice President
MSDW STRUCTURED ASSET CORP.
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Vice President
Attachments: Terms Schedule (consisting of Schedules I, II and III)
Schedule I
(Terms of Trust and Units)
Trust: SATURNS Trust No. 2002-10
Date of Trust Agreement: August 20, 2002
Trustee: LaSalle Bank National Association.
References to Chase Bank of Texas,
National Association in the Standard
Terms shall be inapplicable.
Units: The Trust will issue two classes of
Units: the Class A Units and the
Class B Units. Only the Class A
Units will be publicly offered.
Initial Unit Principal Balance
of the Class A Units: $33,250,000
Initial Notional Amount
of the Class B Units: $33,250,000
Issue Price of Units: Class A Units: 100%
Class B Units: $284,000
Number of Units: Class A Units:
1,330,000 (Unit Principal Balance
of $25 each)
Class B Units:
Initially, one (1) Unit representing
100% of the Notional Amount of
the Class B Units
Minimum Denomination: Class A Units:
$25 and $25 increments in excess
thereof. The minimum denomination
specified in Section 5.01(a) of the
Standard Terms shall not apply. Each
$25 of Unit Principal Balance is a
Unit.
Class B Units:
The entire Notional Amount of such
class; provided, that, the Class B
Units may be held in lesser Notional
Amounts if acquired in connection
with a purchase of less than 100% of
the call rights under the Swap
Agreement if the percentage of Class
B Units (as a percentage of all
Class B Units) acquired is equal to
the percentage of call rights (as a
percentage of all call rights)
acquired. Such Class B Unit
representing such percentage may be
transferred (and subsequently
transferred) in whole only unless
transferred in connection with a
transfer of a lesser amount of call
rights under the Swap Agreement. The
minimum denomination specified in
Section 5.01(a) of the Standard
Terms shall not apply.
Cut-off Date: August 20, 2002
Closing Date: August 20, 0000
Xxxxxxxxx Xxxxxxxx: Xxxxxx Xxxxxx dollars
Business Day: New York, New York and Chicago,
Illinois
Interest Rate: Class A Units:
7.000% per annum on the basis of a
360 day year consisting of twelve
30 day months.
Class B Unit Units:
0.083% per annum on the basis of a
360 day year consisting of twelve
30 day months.
The right of the Class A Units to
interest is pari passu with the
right of the Class B Units to
interest.
The Class B Units are also entitled
to the Class B Unit Payment
Obligation of the Swap Counterparty
specified in Schedule III.
Distribution of the Class B Unit
Payment Obligation with respect to
the Class B Units shall result in a
reduction of the Notional Amount of
the Class B Units equal to the Class
B Unit Corresponding Portion.
Amounts received by the Trust in
respect of the Class B Unit Payment
Obligation may only be distributed
with respect to the Class B Units.
Interest Reset Period: Not Applicable
Rating: Class A Units and Class B Units:
Aa3 by Xxxxx'x
XX- by S&P
Each of Moody's and S&P has
indicated that it has a negative
outlook for its rating with respect
to the Securities. A negative
outlook by Moody's means that
Moody's has indicated that the
rating of the Securities is under
negative pressure which may result
in a downgrade of such rating over
the next twelve to eighteen months.
A negative outlook by S&P means that
S&P has indicated that its rating of
the Security Issuer may be lowered
over the intermediate to longer
term. Any such downgrade will result
in a downgrade of the respective
agency's rating with respect to the
Units.
Rating Agencies: Moody's and S&P
Scheduled Final Distribution Date: July 15, 2032. The Units will have
the same final maturity as the
Securities.
Prepayment/Redemption: The Trust Property is subject to
redemption in accordance with the
terms of the Securities and as
described in Schedule II and is
subject to call in accordance with
Schedule III. Any such call or
redemption will result in the
redemption of a proportional amount
of the Class A Units and a
proportional reduction in the
Notional Amount of the Class B
Units.
If the call rights under the Swap
Agreement are partially exercised or
if there is a partial redemption of
the Securities, (i) the Trustee will
randomly select Class A Units to be
redeemed in full from the proceeds
of such partial exercise of the Swap
Agreement or partial redemption of
the Securities and (ii) the Trustee
will allocate distributions with
respect to the Class B Units and the
corresponding reduction in the
Notional Amount of the Class B Units
(A) (1) if one Swap Counterparty
exercises call rights in connection
therewith, first to such Swap
Counterparty unless such Swap
Counterparty waives this right in
whole or in part, (2) if more than
one Swap Counterparty exercises call
rights in connection therewith,
first to each such Swap Counterparty
pro rata up to an amount equal to
the Class B Unit Corresponding
Portion (based upon the Class B Unit
Corresponding Portion allocable to
each such Swap Counterparty) then to
each such Swap Counterparty pro rata
up to an amount equal to the
remaining amount exercised
(expressed by principal amount of
Securities) by such Swap
Counterparties (based upon the
proportional amount of such
remaining amount allocable to each
such Swap Counterparty) and any such
Swap Counterparty may waive this
right in whole or in part (and its
related exercise shall be excluded
for all purposes of this Clause (A)
to the extent of such waiver) and
then (B) the Trustee shall randomly
select Class B Units or portions
thereof (including Class B Units for
which a Swap Counterparty waived its
rights under clause (A)) for any
remaining amount to be distributed
and the corresponding reduction in
Notional Amount of such Class B
Units.
Additional Distribution: If any of the Securities are
redeemed by the Security Issuer
prior to August 20, 2007, each of
the Class A Units being redeemed in
connection with such redemption of
Securities (or related exercise of
the call rights under the Swap
Agreement) may receive a pro rata
distribution from the principal
proceeds of the redemption in
respect of a make whole payment or
redemption premium in excess of the
par amount of the Securities (or
related exercise of the Swap
Agreement if physical settlement
applies) remaining, after payment of
principal and interest on the Class
A Units of up to a maximum of $2.50
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 000 X. XxXxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000 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). If a Swap Counterparty
exercises call rights in connection
with such partial redemption, the
Trustee shall select such Swap
Counterparty for exercise or
termination up to the amount
exercised by such Swap Counterparty
and randomly thereafter. If more
than one Swap Counterparty exercises
call rights in connection with such
partial redemption, the Trustee
shall select among such Swap
Counterparties pro rata (based upon
relative amount exercised) for
exercise or termination up to the
amount exercised by each such Swap
Counterparty and randomly
thereafter.
Guaranty: Xxxxxx Xxxxxxx (formerly known as
Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co.,
the "Guarantor") shall guarantee the
obligations of Xxxxxx Xxxxxxx & 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.
Distribution Date: Each January 15 and July 15, or the
next succeeding Business Day if such
day is not a Business Day,
commencing January 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 January 1 and July 1,
regardless of whether such day is a
Business Day.
Form: Global Security
Depositary: DTC
Trustee Fees and Expenses: As compensation for and in payment
of trust expenses related to its
services hereunder other than
Extraordinary Trust Expenses, the
Trustee will receive Trustee Fees on
each Distribution Date in the amount
equal to $3,750. The Trustee Fee
shall cease to accrue after
termination of the Trust. The
"Trigger Amount" with respect to
Extraordinary Trust Expenses for the
Trust is $25,000 and the Maximum
Reimbursable Amount is $100,000. The
Trustee Fee will be paid by the
Expense Administrator. Expenses will
be reimbursed by the Expense
Administrator in accordance with the
Expense Administration Agreement.
Expense Administrator: The Depositor will act as Expense
Administrator on behalf of the Trust
pursuant to an Expense
Administration Agreement, dated as
of the date of the Trust Agreement
(the "Expense Administration
Agreement"), between the Depositor
as Expense Administrator (the
"Expense Administrator") and the
Trust.
The Expense Administrator will
receive a fee equal to 0.06% per
annum of the principal amount of the
Securities held by the Trust as its
fee, calculated on the basis of a
360 day year consisting of twelve 30
day months and payable on each
Distribution Date. 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 Expense Administrator will be
responsible for paying the Trustee
Fee and reimbursing certain other
expenses of the Trust in accordance
with the Expense Administration
Agreement.
Listing: The Depositor has applied to list
the Class A Units on the New York
Stock Exchange.
ERISA Restrictions: None of the
restrictions in the Standard Terms
relating to the Employee Retirement
Income Security Act of 1974, as
amended, and related matters shall
apply to the Class A Units.
The restrictions shall apply to the
Class B Units and no ERISA Benefit
Plan may acquire an interest in the
Class B Units.
Alternative ERISA Restrictions: Not Applicable
Deemed Representations: Not Applicable
QIB Restriction: Applicable to the Class B Units. Not
applicable to the Class A Units.
Trust Wind-Up Event: The Trust Wind-Up Events specified
in Sections 9.01(a), 9.01(c),
9.01(d), 9.01(f) and 9.01(h) shall
not apply. The Trust Wind Events
specified in Sections 9.01(b)
(Security Default), 9.01(e) (Early
Termination Date designated due to
"illegality" or "tax event" under
the Swap Agreement), 9.01(g)
(Disqualified Securities), 9.01(i)
(Excess Expense Event) shall apply.
Pursuant to Section 9.01(j), the
following events also shall
constitute Trust Wind-Up Events: (i)
redemption by the Security Issuer of
all Securities held by the Trust and
(ii) exercise of the call rights
under the Swap Agreement as to all
Securities held by the Trust.
If (i) cash settlement applies under
the Swap Agreement, (ii) a Trust
Wind-Up Event has occurred in
connection with the exercise of any
Option under the Swap Agreement and
(iii) the Selling Agent cannot
obtain a bid for the Securities in
excess of 100% of the aggregate Unit
Principal Balance of the Class A
Units and accrued interest on the
Securities, then the Securities will
not be sold, the Swap Counterparty's
exercise of the call option will be
rescinded (and the Swap Counterparty
shall be entitled to exercise such
options in the future) and any
related Trust Wind-Up Event will be
deemed not to have occurred.
Termination: If a Trust Wind-Up Event occurs, any
Securities held by the Trust will be
liquidated (by delivery to the
Security Issuer in the event of a
redemption, pursuant to the terms of
the Swap Agreement in the event of
an exercise of the Swap Agreement or
otherwise by sale thereof).
If the related Trust Wind-Up Event
occurs due to a redemption of the
Securities by the Security Issuer or
exercise of the call rights under
the Swap Agreement as to all
Securities held by the Trust, (i)
amounts received as accrued interest
on the Securities will be applied to
the Class A Units and the Class B
Units pro rata in proportion to the
amount of accrued interest
outstanding on each such Class, (ii)
amounts received as principal or par
on the Securities will be applied to
the Unit Principal Balance of the
Class A Units up to 100% of the Unit
Principal Balance of each Class A
Unit, and (iii) if prior to August
20, 2007, any amount received as a
make-whole premium or redemption
premium on the Securities will be
applied to the Class A Units up to
$2.50 per Class A Unit. Remaining
accrued interest will be applied to
the Expense Administrator's fee. Any
remaining amounts (other than the
Class B Unit Payment Obligation of
the Swap Counterparty) will be paid
to the Swap Counterparty as a Swap
Termination Payment under the Swap
Agreement.
If the Trust is terminated for any
other reason, the proceeds of
liquidation will be applied to
redeem the Class A Units and the
Class B Units. The Class A Units
will have a claim on the proceeds of
the liquidation equal to their
aggregate Unit Principal Balance
plus accrued interest. The Class B
Units will have a claim on the
proceeds of liquidation equal to the
value calculated (x) by discounting
each remaining scheduled payment at
a rate of 7.125% (on the basis of a
360 day consisting of twelve 30 day
months) and adding (y) accrued
interest. If the proceeds of the
liquidation are less than the
combined claim amounts of the Class
A Units and the Class B Units, the
proceeds will be distributed in
proportion to the claim amounts of
the Class A Units and the Class B
Units in full satisfaction of the
claims of the Units. If the proceeds
of liquidation exceed the claims of
the Class A Units and the Class B
Units, the excess will be paid to
the Swap Counterparty as a Swap
Termination Payment under the Swap
Agreement.
Self-Tenders by Security Issuer: The Trust will not participate in
any self-tender by the Security
Issuer for the Securities and the
Trustee will not accept any
instructions to the contrary from
the Unitholders.
Terms of Retained Interest: The Depositor retains the right to
receive any and all interest that
accrues on the Securities prior to
the Closing Date. The Depositor will
receive such accrued interest on the
first Distribution Date for the
Units and such amount shall be paid
from the interest payment made with
respect to the Securities on the
first Distribution Date.
The amount of the Retained Interest
is $228,968.
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 cash settlement applies and if
the Swap Counterparty exercises any
of its call rights other than in
connection with a redemption of 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
100% of the aggregate Unit Principal
Balance of the Class A Units to be
redeemed and accrued interest on the
Securities to be sold, then the
Securities will not be sold, the
Swap Counterparty's exercise will be
rescinded (and the Swap Counterparty
shall be entitled to exercise such
call rights in the future) and any
related Trust Wind-Up Event will be
deemed not to have occurred.
Additional Issuance of Units: Upon no less than 5 days' notice to
the Trustee, the Depositor may
deposit additional Securities at any
time in exchange for additional
Units in a minimum aggregate amount
of $250,000 (with respect to the
Class A Units issued ) and, if in
excess of such amount, in a $25
integral multiple in excess thereof
(with respect to the Class A Units
issued). The principal amount of
Securities deposited must be in the
same ratio to the Unit Principal
Balance (and Notional Amount with
respect to the Class B Units) of the
Units received for such deposit as
the ratio of the aggregate principal
amount of the Securities deposited
on the Closing Date to the aggregate
Unit Principal Balance (and
aggregate Notional Amount with
respect to the Class B Units) on the
Closing Date. The Depositor must
either arrange for the Swap
Counterparty and the Trust to
increase proportionally the notional
amount under the Swap Agreement or
arrange for an additional Swap
Agreement, with a notional amount
equal to the principal amount of the
additional Securities deposited, to
be entered into between the Trust
and an additional Swap Counterparty
(or a combination of an additional
Swap Agreement and a notional
balance increase of the existing
Swap Agreement(s), with the combined
effect of such proportional increase
in the notional amount of the Swap
Agreements). The Depositor must also
arrange the issuance of Class B
Units with a Notional Amount equal
to the Unit Principal Balance of the
Class A Units being issued in
connection with an additional
issuance. Any accrued interest will
be reflected in the price of
additional Units and the Securities.
The Rating Agency Condition must be
satisfied in connection with any
such additional issuance.
Selling Agent: Xxxxxx Xxxxxxx & Co. Incorporated.
Notwithstanding any provision of the
Standard Terms to the contrary, any
sale of the Securities shall be
conducted by and through the Selling
Agent and not the Trustee.
Rating Agency Condition: The definition of Rating Agencies
Condition in the Standard Terms
shall not apply.
"Rating Agency Condition": With
respect to any specified action or
determination, means receipt of (i)
oral or written confirmation by
Moody's (for so long as the Units
are outstanding and rated by
Moody's) and (ii) written
confirmation by S&P (for so long as
the Units are outstanding and rated
by S&P), that such specified action
or determination will not result in
the reduction or withdrawal of their
then-current ratings on the Units;
provided, however, that if the
Rating Agency Condition specified
herein is to be satisfied only with
respect to Moody's or S&P, only
clause (i) or clause (ii) shall be
applicable. Such satisfaction may
relate either to a specified
transaction or may be a confirmation
with respect to any future
transactions which comply with
generally applicable conditions
published by the applicable rating
agency.
Eligible Account: The definition of "Eligible Account"
in the Standard Terms shall not
apply.
"Eligible Account": A non-interest
bearing account, held in the United
States, in the name of the Trustee
for the benefit of the Trust that is
either (i) a segregated account or
segregated accounts maintained with
a Federal or State chartered
depository institution or trust
company the short-term and long-term
unsecured debt obligations of which
(or, in the case of a depository
institution or trust company that is
the principal subsidiary of a
holding company, the short-term and
long-term unsecured debt obligations
of such holding company) are rated
P-1 and Aa2 by Moody's, A-1+ and AA
by S&P, and, if rated by Fitch, F1
and AA by Fitch at the time any
amounts are held on deposit therein
including when such amounts are
initially deposited and all times
subsequent or (ii) a segregated
trust account or segregated accounts
maintained as a segregated account
or as segregated accounts and held
by the Trustee in its Corporate
Trust Office in trust for the
benefit of the Unitholders.
Permitted Investments:
The following shall be a Permitted
Investment in addition to the
investments specified in the
Standard Terms:
Units of the Dreyfus Cash Management
Fund Investor Shares or any other
money market funds which are rated
in the highest applicable rating
category by each Rating Agency (or
such lower rating if the Rating
Agency Condition is satisfied).
Amendment of Trust Agreement: Section 12.01(a) of the Standard
Terms shall be replaced with the
following:
(a) The Trust Agreement may be
amended from time to time by the
Depositor and the Trustee without
the consent of any of the
Unitholders, upon delivery by the
Depositor of an Opinion of Counsel
acceptable to the Trustee to the
effect that such amendment will not
materially and adversely affect the
interests of any holder of a Class
of Units that is not voting with
respect to such amendment pursuant
to Section 12.01(b), for any of the
following purposes: (i) to cure any
ambiguity or defect or to correct or
supplement any provision in the
Trust Agreement which may be
defective or inconsistent with any
other provision in the Trust
Agreement; (ii) to provide for any
other terms or modify any other
terms with respect to matters or
questions arising under the Trust
Agreement; (iii) to amend the
definitions of Trigger Amount and
Maximum Reimbursable Amount so as to
increase, but not decrease, the
respective amounts contained in such
definitions or to otherwise amend or
waive the terms of Section 10.05(b)
in any manner which shall not
adversely affect the Unitholders in
any material respect; (iv) to amend
or correct or to cure any defect
with respect to the Trustee Fee or
Expense Administrator's fee; (v) to
evidence and provide for the
acceptance of appointment under the
Trust Agreement by a successor
Trustee; or (vi) to add or change
any of the terms of the Trust
Agreement as shall be necessary to
provide for or facilitate the
administration of the Trust,
including any amendment necessary to
ensure the classification of the
Trust as a grantor trust for United
States federal income tax purposes;
provided, however, that in the case
of any amendment pursuant to any of
clauses (i) through (vi) above, the
Rating Agency Condition shall be
satisfied with respect to such
amendment. If more than one Class of
Units has been issued under the
Trust Agreement, the provisions of
this Section 12.01(a) shall apply to
each Class of Units that is not
materially and adversely affected by
such amendment.
Section 12.01(c) shall be
re-designated Section 12.01(d).
Section 12.01(b) shall be
re-designated Section 12.01(c).
The following shall constitute
Section 12.01(b):
(b) The Trust Agreement may be
amended from time to time by the
Depositor and the Trustee with the
consent of a 100% of the outstanding
Unit Principal Balance of each Class
of Units materially and adversely
affected thereby. The Rating Agency
Condition shall be satisfied with
respect to such amendment unless
Units representing 100% of the Unit
Principal Balance of all affected
Units vote in favor of such
amendment with notice that the
Rating Agency Condition will not be
satisfied.
The following shall constitute
Section 12.01(e):
(e) For purposes of this Section
12.01, Schedule III to any Trust
Agreement and any Swap Agreements
entered into in connection with any
related Trust shall not be
considered part of the Trust
Agreement. Section 7.02 shall govern
action taken under the Trust
Agreement with respect to any
amendments to such Swap Agreements.
Other Terms: The Trust shall not merge or
consolidate with any other trust,
entity or person and the Trust shall
not acquire the assets of, or an
interest in, any other trust, entity
or person except as specifically
contemplated herein.
The Trustee shall provide to the
Unitholders copies of any notices it
receives with respect to a
redemption of the Securities or an
exercise of the call rights under
the Swap Agreement and any other
notices with respect to the
Securities.
The reference to "B2" in the
definition of Certificate in the
Standard Terms shall be replaced
with "Exhibit B2".
The reference to "Section 10.02(ix)"
in the definition of Available Funds
in the Standard Terms shall be
replaced with "Section
10.02(a)(ix)".
The reference to "Section 3.04" in
the definition of Unit Account in
the Standard Terms shall be replaced
with "Section 3.05".
The transfer by the Depositor to the
Trustee specified in Section 2.01(a)
of the Standard Terms shall be in
trust.
Section 2.06 of the Standard Terms
shall be incorporated herein by
inserting "cash in an amount equal
to the premium under the Swap
Agreement and" after the phrase
"constituting the Trust Property,"
therein.
The reference to "calendar day" in
the last sentence of Section 3.06 of
the Standard Terms shall be replaced
with "Business Day".
Section 4.02(d) of the Standard
Terms shall be incorporated herein
by striking "and the Trustee on
behalf of the Unitholders" from the
first sentence of the second
paragraph thereof.
Section 5.03(c) of the Standard
Terms shall be incorporated herein
by striking "(if so required by the
Trustee or the Unit Registrar)" from
the first sentence thereof.
Section 7.01(c)(i) of the Standard
Terms shall be incorporated herein
by replacing the first word thereof
("after") with "alter".
Section 7.01(c) of the Standard
Terms shall be incorporated herein
by inserting "(i)" between
"Securities" and "would" in the
clause that begins "and provided,
further," and adding at the end of
the same sentence "and (ii) will not
alter the classification of the
Trust for Federal income tax
purposes."
Section 7.02 of the Standard Terms
shall be incorporated herein by
striking "(i) the Trustee determines
that such amendment will not
adversely affect the interests of
the Unitholders and (ii)" from the
first sentence thereof, inserting
"on which it may conclusively rely"
after "Opinion of Counsel" in such
sentence, and striking "clause (ii)"
from the second sentence of such
Section.
For the avoidance of doubt, Section
9.03(c) of the Standard Terms shall
not be incorporated herein. For the
avoidance of doubt, the Securities
may not be distributed to
Unitholders under any circumstances.
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: Credit Suisse First Boston (USA),
Inc. 7.125% debentures due July 15,
2032
Security Issuer: Credit Suisse First Boston (USA),
Inc.
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: $33,250,000
Security Rate: 7.125%
Credit Ratings: Aa3 by Xxxxx'x
XX- by S&P
Each of Moody's and S&P has
indicated that it has a negative
outlook for its rating with respect
to the Securities. A negative
outlook by Moody's means that
Moody's has indicated that its
rating of the Securities is under
negative pressure which may result
in a downgrade of such rating over
the next twelve to eighteen months.
A negative outlook by S&P means that
S&P has indicated that its rating of
the Security Issuer may be lowered
over the intermediate to longer
term.
Listing: Luxembourg Stock Exchange
Security Agreement: An indenture dated as of June 1,
2001 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: $32,569,750
Security Payment Date: Each January 15 and July 15
Original Issue Date: The Securities were originally
issued in a public offering on or
about July 19, 2002 in a principal
amount of $1,000,000,000.
Maturity Date: July 15, 2032
Sinking Fund Terms: Not Applicable
Redemption Terms: The Securities are redeemable at any
time, subject to a make-whole
payment, if any, calculated at the
time of redemption.
CUSIP No.:/ISIN No. 00000XXX0
Security Trustee: JPMorgan Chase Bank
Available Information
Regarding the Security Issuer
(if other than U.S.
Treasury obligations): The Security Issuer is subject to
the informational requirements of
the Securities Exchange Act of 1934,
as amended, and in accordance
therewith files reports and other
information with the Securities and
Exchange Commission (the
"Commission"). Such reports and
other information can be inspected
and copied at the public reference
facilities maintained by the
Commission at 000 Xxxxx Xxxxxx,
X.X., Xxxxxxxxxx, X.X. 00000 and at
the following Regional Offices of
the Commission: Woolworth Building,
000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and Northwest Atrium Center,
000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000. Copies of such
materials can be obtained from the
Public Reference Section of the
Commission at 000 Xxxxx Xxxxxx,
X.X., Xxxxxxxxxx, Xxxxxxxx xx
Xxxxxxxx 00000 at prescribed rates.
Schedule III
(Call Option Confirm)
--------------------------------------------------------------------------------
Date: August 20, 2002
To: SATURNS Trust No. 2002-10 From: Xxxxxx Xxxxxxx & Co. International
Limited
Attn: Asset-Backed Securities Group Contact: Xxxxx Xxxx
SATURNS Trust No. 2002-10
Fax: 000-000-0000 Fax: 000-000-0000
Tel: 000-000-0000 Tel: 000-000-0000
--------------------------------------------------------------------------------
Re: Bond Option Transaction. MS Reference Number SQ1ME
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between you and Xxxxxx Xxxxxxx & Co.
International Limited ("MSIL"), with Xxxxxx Xxxxxxx & 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: August 5, 2002
Option Style: American
Option Type: Call
Buyer: MSIL ("Party A")
Seller: SATURNS Trust No. 2002-10
("Party B")
Bonds: The obligation identified as follows:
Bond Issuer: Credit Suisse First
Boston (USA), Inc.
Issue: 7.125% debentures
due 2032
CUSIP: 00000XXX0
Coupon: 7.125%
Maturity
Date: July 15, 2032
Face Amount
Purchased: USD 33,250,000
Premium: USD $83,125
Premium Payment Date: August 20, 2002
Number of Options: 33,250
Option Entitlement: USD 1,000 of face amount of the
Bonds per Option.
Strike Price: (i) For any Exercise Date prior to
August 20, 2007, the redemption
price of the Bonds including any
make-whole amount (expressed as a
percentage) subject to a maximum
of 110% 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 August 20, 2007, 100.00%
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 August 20, 2007, to, and
including, the Expiration Time on
the Expiration Date; provided,
however, the Exercise Period shall
also include any Business Day
prior to August 20, 2007, if
notice of redemption has been
delivered by the Bond Issuer.
Exercise Date: For each Option exercised, the day
during the Exercise Period on
which that Option is exercised.
Rescission of Exercise(Cash If Party B cannot obtain a bid
Settlement Only): 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 and
the Options for which notice of
exercise was given shall continue
in full force and effect without
regard to such provision of
notice.
Multiple Exercise: Applicable
Minimum Number of Options: 1
Written Confirmation of Exercise: Applicable. Buyer shall give
irrevocable exercise notice which
may be given orally (including by
telephone) during the Exercise
Period but no later than the
Notification Date. Buyer will
execute and deliver a written
exercise notice confirming the
substance of such oral notice,
however, failure to provide such
written notice will not affect the
validity of the oral notice.
Limitation on Rights of MSIL: Buyer may, by written notice
thereof to Seller, delegate its
rights to provide a notice of
exercise hereunder to a third
party (the "Third Party"). Any
such delegation will be
irrevocable by Buyer without the
written consent of the Third
Party. Any such Third Party will
have the same rights and
obligations regarding providing
notice of exercise hereunder as
the Buyer had prior to such
delegation. While any such
delegation is effective, Seller
will only recognize a notice of
exercise that is provided by the
Third Party.
Notification Date: Any date at least 25 calendar days
but not more than 60 calendar days
prior to the Exercise Date.
Limited Right to Confirm Exercise: Inapplicable
Expiration Date: July 15, 2029
Expiration Time: 4:00 p.m. New York time
Business Days: New York and Chicago
III. Settlements:
Settlement: Cash Settlement if MSIL is Party
A; otherwise Physical Settlement.
Party A will notify Party B
separately regarding the clearance
system details for Physical
Settlement.
Spot Price (Cash Settlement Only): The cash proceeds received by
Party B in connection with sale of
the Bonds by Party B, excluding
any amounts in respect of accrued
interest. In the event of a
redemption by the Bond Issuer, the
redemption price 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
Party A: (the "Expense Administrator
Payment Obligation"):
If the Bond Issuer has not given
notice of redemption in connection
with the exercise of Options
hereunder and if any such exercise
is an exercise of less than all
Options remaining unexercised
hereunder, Party A shall pay to
the Expense Administrator an
amount equal to the present value
of a stream of payments equal to
$6,847 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 $33,250,000.
To Party B for Payment on the
Class B Units (the "Class B Unit
Payment Obligation"):
Upon any exercise hereunder, other
than an exercise of Options
occurring contemporaneously with a
redemption of the Bonds by the
Bond Issuer to the extent the
amount of Options exercised
corresponds with the amount of
Bonds held by Party B being
redeemed by the Bond Issuer, Party
A shall pay to Party B, for
distribution with respect to the
Class B Units, the present value
of the Future Class B Unit
Interest in respect of the Class B
Unit Corresponding Portion
discounted at a rate of 7.125% per
annum on the basis of a 360 day
year consisting of twelve 30 day
months.
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.
----------------------
"Class B Unit" means the Class B Unit issued under the Trust Agreement.
"Class B Unit Corresponding Portion" means a notional amount of the
Class B Units equal to the number of Options exercised multiplied by the Option
Entitlement, excluding Options exercised contemporaneously with a redemption of
the Bonds by the Bond Issuer to the extent such Options correspond to Bonds held
by Party B being redeemed by the Bond Issuer.
"Expense Administration Agreement" means the expense administration
agreement dated as of the date hereof between Party B and the Expense
Administrator.
"Expense Administrator" means MSDW Structured Asset Corp. acting
pursuant to the Expense Administration Agreement.
"Future Class B Unit Interest" means at any time and from time to time,
the interest on the Class B Unit Corresponding Portion, other than interest
accrued through the Settlement Date, that would have accrued at the rate and in
the manner specified in the Trust Agreement and would have been payable at the
times specified in the Trust Agreement had the rights to purchase the Bonds
hereunder not been exercised.
"Trust Agreement" means the trust agreement dated as of the date hereof
between the MSDW Structured Asset Corp. and LaSalle Bank National Association.
4. Representations. Xxxxxx Xxxxxxx & Co. Incorporated is acting as
agent for both parties but does not guarantee the performance of Party A.
5. Additional Termination Event. As set forth in the Agreement, a Trust
Wind-Up Event will result in an Additional Termination Event under the Agreement
with respect to which Party B shall be the Affected Party and this Transaction
shall be an Affected Transaction.
6. Swap Termination Payments. In the event an Early Termination Date is
designated with respect to which this Transaction is an Affected Transaction,
there shall be payable to Party A as a termination payment in lieu of the
termination payment determined in accordance with Section 6(e) of the Agreement
an amount equal to the excess (if any) of the sale proceeds (or redemption
proceeds), excluding accrued interest, of the Bonds in excess of the aggregate
outstanding Unit Principal Balance (as defined 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: XXXXXX00
ABA No. 021 000 089
FAO: Xxxxxx Xxxxxxx & Co. International
Limited
Account No. 0000-0000
Operations Contact: Xxxxxxx Xxxx
Tel 000-000-0000
Fax 000-000-0000
Payments to Party B: LaSalle Bank, Chicago, Illinois
ABA No. 071 000 505
Reference: SATURNS 2002-10
Unit Account / AC-0000000/
Account No.: 00-0000-000
Operations Contact: Xxxx Xxxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
XXXXXX XXXXXXX
Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number SQ1ME by executing this Confirmation and returning
it to us.
Best Regards,
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
BY: /s/ Xxxxx Xxxx
-------------------------
Name: Xxxxx Xxxx
Title: Attorney in fact
Acknowledged and agreed as of the date first written above:
SATURNS TRUST NO. 2002-10
BY: LaSalle Bank National Association,
solely as Trustee and not in its individual capacity.
BY: /s/ Xxx X. Xxxxx
-------------------------
Name: Xxx X. Xxxxx
Title: Assistant Vice President
XXXXXX XXXXXXX & CO. INCORPORATED hereby agrees to and
acknowledges its role as agent for both parties in accordance with
the Schedule to the Agreement.
BY: /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: Attorney in fact
