Terms of Offered Securities. The following terms relate to the Offered Securities:
Terms of Offered Securities. [attach Schedule 1 to Trust Agreement] All provisions contained in the document entitled MSDW Structured Asset Corp. Underwriting Agreement Standard Provisions dated September __, 1998, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement, and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. [SIGNATURE PAGE WHERE XXXXXX XXXXXXX & CO. INCORPORATED OR XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED IS A CO-LEAD MANAGER] Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [XXXXXX XXXXXXX & CO. INCORPORATED] [XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED] [Name of Other Lead Managers] Acting severally on behalf of themselves and the several Underwriters named herein By: [XXXXXX XXXXXXX & CO. INCORPORATED] [XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED] By: Name: Title: Accepted: MSDW STRUCTURED ASSET CORP. By: Name: Title: [SIGNATURE PAGE WHERE XXXXXX XXXXXXX & CO. INCORPORATED OR XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED IS SOLE MANAGER] Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [XXXXXX XXXXXXX & CO. INCORPORATED] [XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED] [Name of Other Lead Managers] Acting severally on behalf of themselves and the several Underwriters named herein By: Name: Title: Accepted: MSDW STRUCTURED ASSET CORP. By: Name: Title: SCHEDULE I DELAYED DELIVERY CONTRACT ________, 199_ Dear Ladies and Gentlemen: The undersigned hereby agrees to purchase from MSDW Structured Asset Corp., a Delaware corporation (the "Company"), and the Company agrees to sell to the undersigned the Company's securities described in Schedule A annexed hereto (the "Securities"), offered by the Company's Prospectus dated __________________, 19__ and Prospectus Supplement dated ________________, 19__, receipt of copies of which a...
Terms of Offered Securities. TITLE: 5.375% Notes due 2007 AGGREGATE PRINCIPAL AMOUNT: $150,000,000 INTEREST PAYMENT DATES: February 15 and August 15 of each year, beginning February 15, 2003. MATURITY: August 15, 2007 OPTIONAL REDEMPTION: The Notes will be redeemable, at the option of the Company, in whole or in part from time to time, at the redemption prices described in the Prospectus under the heading "Description of the Notes -- Optional Redemption". The Notes may not be redeemed at any time at the option of the holders. RATING: Moody's Investors Service, Inc.: A1 Standard & Poor'x Xxxxngs Services: A- Fitch, Inc.: A+ PURCHASE PRICE: 99.019%
