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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C> <C>
DEAN WITTER, DISCOVER & CO.
(To be renamed MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.)
(Exact name of registrant as specified in its charter)
DELAWARE 36-3145972
(State of incorporation or organization) (IRS Employer Identification No.)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt If this Form relates to the registration of a class of
securities and is effective upon filing pursuant to General debt securities and is to become effective
Instruction A(c)(1) please check the following box. [ ] simultaneously with the effectiveness of a
concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.
[ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
6 1/2% Performance Equity-linked Redemption Quarterly- THE AMERICAN STOCK EXCHANGE
pay Securities Due July 1, 1997
6% Performance Equity-linked Redemption Quarterly- THE AMERICAN STOCK EXCHANGE
pay Securities Due October 1, 1997
7% Performance Equity-linked Redemption Quarterly- THE AMERICAN STOCK EXCHANGE
pay Securities Due November 15, 1997
6% Performance Equity-linked Redemption Quarterly- THE AMERICAN STOCK EXCHANGE
pay Securities Due February 16, 1999
Protected Exchangeable EQuity-linked Securities Due THE AMERICAN STOCK EXCHANGE
May 1, 2001
Nikkei 225 Index Call Warrants Expiring August 15, THE AMERICAN STOCK EXCHANGE
1997
AMEX Hong Kong 30 Index Call Warrants Expiring THE AMERICAN STOCK EXCHANGE
October 3, 1997
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of the Registrant's Securities to be Registered.
The titles of the classes of securities to be registered
hereunder are: "6 1/2% Performance Equity-linked Redemption Quarterly-pay
Securities Due July 1, 1997" (the "1997 6 1/2% IGT PERQS"), "6% Performance
Equity-linked Redemption Quarterly-pay Securities Due October 1, 1997" (the
"1997 6% TELMEX PERQS"), "7% Performance Equity-linked Redemption
Quarterly-pay Securities Due November 15, 1997" (the "1997 7% CISCO PERQS"),
and "6% Performance Equity-linked Redemption Quarterly-pay Securities Due
February 16, 1999" (the "1999 6% TELEBRAS PERQS") (collectively, the "PERQS");
"Protected Exchangeable EQuity-linked Securities Due May 1, 2001" (the
"PEEQS"); and "Nikkei 225 Index Call Warrants Expiring August 15, 1997" (the
"Nikkei Warrants") and "AMEX Hong Kong 30 Index Call Warrants Expiring October
3, 1997" (the "AMEX Warrants") (the Nikkei Warrants and the AMEX Warrants
collectively hereinafter referred to as the "Warrants").
Each of the PERQS and the PEEQS was issued under the Senior
Indenture, dated as of April 15, 1989 (as supplemented, the "Senior
Indenture"), between Morgan Stanley Group Inc. ("Morgan Stanley") and The Chase
Manhattan Bank (formerly known as Chemical Bank and hereinafter referred to as
"Chase"), as trustee, as supplemented by a First Supplemental Senior
Indenture, dated as of May 15, 1991, and a Second Supplemental Senior
Indenture, dated as of April 15, 1996. The Nikkei Warrants were issued under
the Warrant Agreement, dated as of August 21, 1995 (the "Nikkei Warrant
Agreement"), among Morgan Stanley, Chase, as warrant agent, and Morgan Stanley
& Co. Incorporated, as determination agent. The AMEX Warrants were issued
under the Warrant Agreement, dated as of October 10, 1995 (the "AMEX Warrant
Agreement"), among Morgan Stanley, Chase, as warrant agent, and Morgan Stanley
& Co. Incorporated, as determination agent.
It is expected that, effective May 31, 1997, Morgan Stanley
will merge with and into Dean Witter, Discover & Co. ("Dean Witter Discover").
Dean Witter Discover will be the surviving corporation in such merger and will
continue its corporate existence under Delaware law under the name "Morgan
Stanley, Dean Witter, Discover & Co." In connection with such merger and
immediately upon effectiveness thereof, Dean Witter Discover will assume all
the obligations of Morgan Stanley under (i) the Senior Indenture pursuant to
(A) the Amended and Restated Agreement and Plan of Merger, dated as of April
10, 1997 (the "Merger Agreement"), between Dean Witter Discover and Morgan
Stanley (B) a Third Supplemental Senior Indenture to be entered into by Morgan
Stanley, Dean Witter, Discover & Co. and Chase, as trustee, and (C) Section
259 of the Delaware General Corporation Law (the "DGCL") and (ii) the Nikkei
Warrant Agreement and the AMEX Warrant Agreement pursuant to (A) the Merger
Agreement and (B) Section 259 of the DGCL.
A description of the 1997 6 1/2% IGT PERQS is set forth under
the caption "Description of Debt Securities" in the prospectus included within
the Registration Statement of Morgan Stanley on Form S-3 (Registration No.
33-52007) (the "1994 Registration Statement"), as supplemented by the
information under the caption "Description of Securities" in Morgan Stanley's
final prospectus supplement regarding the 1997 6 1/2% IGT PERQS, dated June 28,
1994 and filed pursuant to Rule 424(b) of the Securities Act, which contains
the final terms and provisions of the 1997 6 1/2% IGT PERQS, which description
is incorporated by reference herein.
A description of the 1997 6% TELMEX PERQS is set forth under
the caption "Description of Debt Securities" in the prospectus included within
the 1994 Registration Statement, as supplemented by the information under the
caption "Description of Securities" in Morgan Stanley's final prospectus
supplement regarding the 1997 6% TELMEX PERQS, dated September 13, 1994 and
filed pursuant to Rule 424(b) of the Securities Act, which contains the final
terms and provisions of the 1997 6% TELMEX PERQS, which description is
incorporated by reference herein.
A description of the 1997 7% CISCO PERQS is set forth under the
caption "Description of Debt Securities" in the prospectus included within the
1994 Registration Statement, as supplemented by the information under the
caption "Description of Securities" in Morgan Stanley's final prospectus
supplement regarding the 1997 7% CISCO PERQS, dated November 3, 1994 and
filed pursuant to Rule 424(b) of the Securities Act, which contains the final
terms and provisions of the 1997 7% CISCO PERQS, which description is
incorporated by reference herein.
A description of the 1999 6% TELEBRAS PERQS is set forth under
the caption "Description of Debt Securities" in the prospectus included within
the Registration Statement of Morgan Stanley on Form S-3 (Registration No.
33-57833), as supplemented by the information under the caption "Description
of Securities" in Morgan Stanley's final prospectus supplement regarding the
1999 6% TELEBRAS PERQS, dated February 7, 1996 and filed pursuant to Rule
424(b) of the Securities Act, which contains the final terms and provisions of
the 1999 6% TELEBRAS PERQS, which description is incorporated by reference
herein.
A description of the PEEQS is set forth under the caption
"Description of Debt Securities" in the prospectus included within the
Registration Statement of Morgan Stanley on Form S-3 (Registration No.
333-01655), as supplemented by the information under the caption "Description
of Securities" in Morgan Stanley's final prospectus supplement regarding the
PEEQS, dated May 14, 1996 and filed pursuant to Rule 424(b) of the Securities
Act, which contains the final terms and provisions of the PEEQS, which
description is incorporated by reference herein.
A description of the Nikkei Warrants is set forth under the
caption "Description of the Warrants" in the prospectus included within the
Registration Statement of Morgan Stanley on Form S-3 (Registration No.
33-51413) (the "Warrant Registration Statement"), as supplemented by the
information under the caption "Description of the Warrants" in Morgan
Stanley's final prospectus supplement regarding the Nikkei Warrants, dated
August 16, 1995 and filed pursuant to Rule 424(b) of the Securities Act, which
contains the final terms and provisions of the Nikkei Warrants, which
description is incorporated by reference herein.
A description of the AMEX Warrants is set forth under the
caption "Description of the Warrants" in the prospectus included within the
Warrant Registration Statement, as supplemented by the information under the
caption "Description of the Warrants" in Morgan Stanley's final prospectus
supplement regarding the AMEX Warrants, dated October 4, 1995 and filed
pursuant to Rule 424(b) of the Securities Act, which contains the final terms
and provisions of the AMEX Warrants, which description is incorporated by
reference herein.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Form of Note evidencing the 6 1/2% Performance
Equity-linked Redemption Quarterly-pay Securities Due July 1, 1997,
incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form 8-A, dated June 15, 1994 of Morgan Stanley.
4.2 Form of Note evidencing the 6% Performance Equity-linked
Redemption Quarterly-pay Securities Due October 1, 1997, incorporated
by reference to Exhibit 4.1 of the Registration Statement on Form
8-A, dated September 7, 1994 of Morgan Stanley.
4.3 Form of Certificated Note evidencing the 7% Performance
Equity-linked Redemption Quarterly-pay Securities Due November 15,
1997, incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form 8-A, dated October 28, 1994 of Morgan Stanley.
4.4 Form of Global Note evidencing the 7% Performance
Equity-linked Redemption Quarterly-pay Securities Due November 15,
1997, incorporated by reference to Exhibit 4.2 of the Registration
Statement on Form 8-A, dated October 28, 1994 of Morgan Stanley.
4.5 Form of Certificated Note evidencing the 6% Performance
Equity-linked Redemption Quarterly-pay Securities Due February 16,
1999, incorporated by reference to Exhibit 4.2 of the Registration
Statement on Form 8-A, dated February 2, 1996 of Morgan Stanley.
4.6 Form of Global Note evidencing the 6% Performance
Equity-linked Redemption Quarterly-pay Securities Due February 16,
1999, incorporated by reference to Exhibit 4.3 of the Registration
Statement on Form 8-A, dated February 2, 1996 of Morgan Stanley.
4.7 Form of Certificated Note evidencing the Protected
Exchangeable EQuity-linked Securities Due May 1, 2001, incorporated
by reference to Exhibit 4.1 of the Registration Statement on Form
8-A, dated May 7, 1996 of Morgan Stanley.
4.8 Form of Global Note evidencing the Protected Exchangeable
EQuity-linked Securities Due May 1, 2001, incorporated by reference
to Exhibit 4.2 of the Registration Statement on Form 8-A, dated May
7, 1996 of Morgan Stanley.
4.9 Form of Warrant Certificate evidencing the Nikkei 225 Index
Call Warrant Expiring August 15, 1997, incorporated by reference to
Exhibit A of the Form of Nikkei Warrant Agreement, dated as of August
21, 1995, among Morgan Stanley, Chase, as warrant agent, and Morgan
Stanley & Co. Incorporated, as determination agent, included in
Exhibit 4.1 of the Registration Statement on Form 8-A, dated August
11, 1995 of Morgan Stanley.
4.10 Form of Global Warrant Certificate evidencing the Nikkei
225 Index Call Warrant Expiring August 15, 1997, incorporated by
reference to Exhibit A-1 of the Form of Nikkei Warrant Agreement,
dated as of August 21, 1995, among Morgan Stanley, Chase, as warrant
agent, and Morgan Stanley & Co. Incorporated, as determination agent,
included in Exhibit 4.1 of the Registration Statement on Form 8-A,
dated August 11, 1995 of Morgan Stanley.
4.11 Form of Warrant Certificate evidencing the AMEX Hong Kong
30 Index Call Warrant Expiring October 3, 1997, incorporated by
reference to Exhibit A of the form of Warrant Agreement, dated as of
October 10, 1995, among Morgan Stanley, Chase, as warrant agent, and
Morgan Stanley & Co. Incorporated, as determination agent, included
in Exhibit 4.1 of the Registration Statement on Form 8-A, dated
October 2, 1995 of Morgan Stanley.
4.12 Form of Global Warrant Certificate evidencing the AMEX
Hong Kong 30 Index Call Warrant Expiring October 3, 1997,
incorporated by reference to Exhibit A-1 of the form of Warrant
Agreement, dated as of October 10, 1995, among Morgan Stanley, Chase,
as warrant agent, and Morgan Stanley & Co. Incorporated, as
determination agent, included in Exhibit 4.1 of the Registration
Statement on Form 8-A, dated October 2, 1995 of Morgan Stanley.
4.13 Senior Indenture, dated as of April 15, 1989, between
Morgan Stanley and Chase, as trustee, incorporated by reference to
Exhibit 4.12 to Morgan Stanley's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993.
4.14 First Supplemental Senior Indenture, dated as of May 15,
1991, between Morgan Stanley and Chase, as trustee, incorporated by
reference to Exhibit 4.13 to Morgan Stanley's Annual Report on Form
10-K for the fiscal year ended January 31, 1993.
4.15 Second Supplemental Senior Indenture, dated as of April
15, 1996, between Morgan Stanley and Chase, as trustee, incorporated
by reference to Exhibit 4-b to Morgan Stanley's Current Report on
Form 8-K, dated May 6, 1996.
4.16 Form of Third Supplemental Senior Indenture, dated as of
June 1, 1997, between Morgan Stanley, Dean Witter, Discover & Co. and
Chase, as trustee.
4.17 Warrant Agreement, dated as of August 21, 1995, among
Morgan Stanley, Chase, as warrant agent, and Morgan Stanley & Co.
Incorporated, as determination agent, incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form 8-A, dated August
11, 1995 of Morgan Stanley.
4.18 Warrant Agreement, dated as of October 10, 1995, among
Morgan Stanley, Chase, as warrant agent, and Morgan Stanley & Co.
Incorporated, as determination agent, incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form 8-A, dated October
2, 1995 of Morgan Stanley.
4.19 Amended and Restated Agreement and Plan of Merger, dated
as of April 10, 1997, between the Registrant and Morgan Stanley,
incorporated by reference to Annex I of Amendment No.1 to the
Registration Statement on Form S-4 dated April 11, 1997 (Registration
No. 333-25003) of the Registrant.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
DEAN WITTER, DISCOVER & CO.
(Registrant)
Date: May 27, 1997 By: /s/ Ronald T. Carman
-------------------------
Name: Ronald T. Carman
Title: Senior Vice President
INDEX TO EXHIBITS
Exhibit No. Page No
4.16 Form of Third Supplemental Senior Indenture, dated as of June A-1
1, 1997, between Morgan Stanley, Dean Witter, Discover &
Co. and Chase, as trustee.
EXHIBIT 4.16
THIRD SUPPLEMENTAL SENIOR INDENTURE
BETWEEN
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
AND
THE CHASE MANHATTAN BANK, Trustee
-------------------
Dated as of June 1, 1997
-------------------
SUPPLEMENTAL TO SENIOR INDENTURE DATED
AS OF APRIL 15, 1989 BETWEEN MORGAN STANLEY GROUP
INC. AND THE CHASE MANHATTAN BANK (FORMERLY KNOWN
AS CHEMICAL BANK) AS TRUSTEE, AS SUPPLEMENTED BY A FIRST SUPPLEMENTAL SENIOR
INDENTURE DATED AS OF MAY 15, 1991 AND A SECOND SUPPLEMENTAL SENIOR INDENTURE
DATED AS OF APRIL 15, 1996
THIRD SUPPLEMENTAL SENIOR INDENTURE, dated as of June 1, 1997
between MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., a Delaware corporation
(the "Successor Corporation" and hereinafter the "Issuer"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), as trustee (the "Trustee"),
W I T N E S S E T H :
WHEREAS, Morgan Stanley Group Inc. ("Morgan Stanley") and the
Trustee are parties to that certain Senior Indenture dated as of April 15,
1989, as supplemented by a First Supplemental Senior Indenture dated as of May
15, 1991 and a Second Supplemental Senior Indenture dated as of April 15, 1996
(such Indenture as so supplemented, the "Indenture");
WHEREAS, as of May 31, 1997, Morgan Stanley merged with and
into Dean Witter, Discover & Co., which continued as the successor corporation
and changed its name to Morgan Stanley, Dean Witter, Discover & Co.;
WHEREAS, Section 9.1 of the Indenture requires the Successor
Corporation to expressly assume the obligations of Morgan Stanley under the
Indenture in a supplemental indenture satisfactory to the Trustee;
WHEREAS, pursuant to and in compliance with Section 9.2 of the
Indenture, the Successor Corporation shall succeed to and be substituted for
Morgan Stanley under the Indenture as "Issuer," with the same effect as if it
had been named therein;
WHEREAS, Section 8.1 of the Indenture provides that, without
the consent of the Holders of any Securities or Coupons, the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may
enter into indentures supplemental to the Indenture for the purpose of, among
other things, adding to the covenants of the Issuer such further covenants,
restrictions, conditions, or provisions as the Trustee and the Issuer shall
consider to be for the protection of the Holders of Securities or Coupons or
making any provisions as the Issuer may deem necessary or desirable, subject
to the conditions set forth therein;
WHEREAS, the Issuer desires to add to and modify certain
provisions of the Indenture to reflect (1) a modification of the officers of
the Issuer who are authorized to execute certain documents in connection with
the issuance of Securities and (2) a modification of the negative pledge
covenant of the Issuer;
WHEREAS, the entry into this Third Supplemental Senior
Indenture by the parties hereto is in all respects authorized by the
provisions of the Indenture; and
WHEREAS, all things necessary to make this Third Supplemental
Senior Indenture a valid indenture and agreement according to its terms have
been done;
NOW, THEREFORE, for and in consideration of the premises, the
Issuer and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective Holders from time to time of the
Securities and of the Coupons, if any, appertaining thereto as follows:
ARTICLE 1
Section 1.1. Assumption of Obligations by Successor
Corporation. Pursuant to Section 9.1 of the Indenture, the Successor
Corporation does hereby: (i) expressly assume the due and punctual payment of
the principal of and interest on all the Securities and Coupons, if any,
according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of the Indenture to be performed or
observed by Morgan Stanley; (ii) agrees to succeed to and be substituted for
Morgan Stanley under the Indenture with the same effect as if it had been
named therein; and (iii) represent that it is not in default in the
performance of any such covenant and condition.
Section 1.2. Amendment of Section 1.1. Section 1.1 of the
Indenture is hereby amended by
(a) deleting the definition of "Issuer Order" and inserting in lieu thereof
the following: " 'Issuer Order' means a written statement, request or order of
the Issuer signed in its name by any one of the following: the Chairman of the
Board, the President, the Chief Financial Officer, the Chief Strategic and
Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant
Treasurer or any such other person specifically designated by the Board of
Directors to execute any such written statement, request or order."; and
(b) deleting in the definition of "Officer's Certificate" the first sentence
and inserting in lieu thereof the following: " 'Officer's Certificate' means a
certificate signed by any one of the following: the Chairman of the Board, the
President, the Chief Financial Officer, the Chief Strategic and Administrative
Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer or
any such other person specifically designated by the Board of Directors to
execute any such certificate and delivered to the Trustee."
Section 1.3. Amendment of Section 2.5. Section 2.5 of the
Indenture shall be amended by deleting the first sentence of the first
paragraph and inserting in lieu thereof the following:
"The Securities and, if applicable, each Coupon appertaining thereto shall
be signed on behalf of the Issuer by any one of the following: the Chairman
of the Board, the President, the Chief Financial Officer, the Chief
Strategic and Administrative Officer, the Chief Legal Officer, the
Treasurer, any Assistant Treasurer or any such other person specifically
designated by the Board of Directors to execute Securities or, if
applicable, Coupons, which Securities or Coupons may, but need not, be
attested."
Section 1.4. Amendment to Section 3.6. Section 3.6 of the
Indenture is hereby amended and restated to read in its entirety as follows:
"SECTION 3.6 Negative Pledge. Neither the Issuer nor any
successor corporation will, or will permit any Subsidiary (as hereinafter
defined) to, create, assume, incur or guarantee any indebtedness for borrowed
money secured by a pledge, lien or other encumbrance (except for Permitted
Liens, as hereinafter defined) on (i) the Voting Securities (as hereinafter
defined) of Morgan Stanley & Co. Incorporated, a Delaware corporation and a
wholly owned subsidiary of the Issuer, Morgan Stanley & Co. International
Limited, an English company and an indirect wholly owned subsidiary of the
Issuer, Greenwood Trust Company, a Delaware chartered bank and an indirect
wholly owned subsidiary of the Issuer, Dean Witter Reynolds Inc., a Delaware
corporation and a wholly owned subsidiary of the Issuer, or any Subsidiary
succeeding to any substantial part of the business now conducted by any of
such corporations (collectively, the "Principal Subsidiaries") or (ii) Voting
Securities of a Subsidiary that owns, directly or indirectly, Voting
Securities of any of the Principal Subsidiaries (other than directors'
qualifying shares) unless the Issuer shall cause the Securities to be secured
equally and ratably with (or, at the Issuer's option, prior to) any
indebtedness secured thereby. "Subsidiary" means any corporation, partnership
or other entity of which at the time of determination the Issuer owns or
controls directly or indirectly more than 50% of the shares of voting stock or
equivalent interest. "Permitted Liens" means liens for taxes or assessments or
governmental charges or levies not then due and delinquent or the validity of
which is being contested in good faith or which are less than $1,000,000 in
amount, liens created by or resulting from any litigation or legal proceeding
which is currently being contested in good faith by appropriate proceedings or
which involves claims of less than $1,000,000, deposits to secure (or in lieu
of) surety, stay, appeal or customs bonds and such other liens as the Board of
Directors of the Issuer determines do not materially detract from or interfere
with the present value or control of the Voting Securities subject thereto or
affected thereby. "Voting Securities" means stock of any class or classes
having general voting power under ordinary circumstances to elect a majority
of the board of directors, managers or trustees of the Subsidiary in question,
provided that, for the purposes hereof, stock which carries only the right to
vote conditionally on the happening of an event shall not be considered voting
stock whether or not such event shall have happened."
ARTICLE 2
MISCELLANEOUS
Section 2.1. Further Assurances. The Issuer will, upon
request by the Trustee, execute and deliver such further instruments and do
such further acts as may reasonably be necessary or proper to carry out more
effectively the purposes of this Third Supplemental Senior Indenture.
Section 2.2. Other Terms of Indenture. Except insofar as
herein otherwise expressly provided, all the provisions, terms and conditions
of the Indenture are in all respects ratified and confirmed and shall remain in
full force and effect.
Section 2.3. Terms Defined. All terms defined elsewhere in
the Indenture shall have the same meanings when used herein.
Section 2.4. GOVERNING LAW. THE INTERNAL LAWS OF THE STATE OF
NEW YORK SHALL GOVERN THIS THIRD SUPPLEMENTAL SENIOR INDENTURE.
Section 2.5. Multiple Counterparts. This Third Supplemental
Senior Indenture may be executed in any number of counterparts, each of which
shall be deemed to be an original for all purposes, but such counterparts
shall together be deemed to constitute but one and the same instrument.
Section 2.6. Responsibility of Trustee. The recitals
contained herein shall be taken as the statements of the Issuer, and the
Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Third Supplemental Senior Indenture.
Section 2.7. Agency Appointments. The Issuer hereby confirms
and agrees to all agency appointments made by Morgan Stanley under or with
respect to the Indenture or the Securities and hereby expressly assumes the
due and punctual performance and observance of all the covenants and
conditions to have been performed or observed by Morgan Stanley contained in
any agency agreement entered into by Morgan Stanley under or with respect to
the Indenture or the Securities.
* * * * * * * * * * * * * *
IN WITNESS WHEREOF, this Third Supplemental Senior Indenture has
been duly executed by the Issuer and the Trustee as of the day and year
first written above.
MORGAN STANLEY, DEAN
WITTER, DISCOVER & CO.
By: _____________________
Title:
Attest:
By: ___________________
Assistant Secretary
THE CHASE MANHATTAN
BANK, as Trustee
By: ______________________
Title:
Attest:
By: ____________________
Title:
