SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
- ---------------------------------------- -------------------------------------
(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
- ---------------------------------------- -------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box. [X] Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ---------------------------------------- -------------------------------------
6% Reset Performance Equity-linked THE AMERICAN STOCK EXCHANGE
Redemption Quarterly-pay Securities
due August 1, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of the Registrant's Securities to be
Registered.
The title of the class of securities to be registered hereunder
is: "6% Reset Performance Equity-linked Redemption Quarterly-pay
Securities(SM) due August 1, 2001" (the "Reset PERQS(SM)"). A description of
the Reset PERQS is set forth under the caption "Description of Debt
Securities" in the prospectus included within the Registration Statement of
Morgan Stanley Dean Witter & Co. (the "Registrant") on Form S-3 (Registration
No. 333-75289) (the "Registration Statement"), as supplemented by the
information under the caption "Description of Notes" in the prospectus
supplement dated May 6, 1999 and filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act"), which description is
incorporated herein by reference, and as further supplemented by the
description of the Reset PERQS contained in the pricing supplement dated July
14, 1999 to be filed pursuant to Rule 424(b) under the Act, which contains the
final terms and provisions of the Reset PERQS and is hereby deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Reset PERQS.
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.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: July 14, 1999 By: /s/ Martin M. Cohen
---------------------------------
Name: Martin M. Cohen
Title: Assistant Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
<PAGE>
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 61744Y801
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
<PAGE>
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
RESET PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")
% RESET PERQS DUE AUGUST 1, 2001
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
CISCO SYSTEMS, INC.
<TABLE>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 1999 DATE: N/A annum (equivalent August 1, 2001
to $ per
annum per Reset
PERQS)
- ------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 1999 PERCENTAGE: N/A DATES: Each February REPAYMENT
__, May __, August __ DATE(S): N/A
and November __,
beginning November
__, 1999
- ------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
- ------------------------------------------------------------------------------------------------------------
IF SPECIFIED APPLICABILITY OF If yes, state Issue Price:
CURRENCY OTHER ANNUAL INTEREST N/A
THAN U.S. DOLLARS, PAYMENTS: N/A
OPTION TO ELECT
PAYMENT IN U.S.
DOLLARS: N/A
- ------------------------------------------------------------------------------------------------------------
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
- ------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
(See below)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Denominations................. $ and integral multiples thereof
First Year Cap Price.......... $
First Year Determination Date. August 1, 2000 (or if such date is not a
Trading Day on which no Market Disruption
Event occurs, the immediately succeeding
Trading Day on which no Market Disruption
Event occurs).
First Year Closing Price...... First Year Closing Price means the product of
(i) the Market Price of one share of Cisco
Stock and (ii) the Exchange Factor, each
determined as of the First Year Determination
Date.
Second Year Cap Price......... Second Year Cap Price means the greater of
(x) % of the First Year Closing Price
and (y) the First Year Cap Price. See
"Exchange at Maturity" below.
Maturity Price................ Maturity Price means the product of (i) the
Market Price of one share of common stock,
$.001 par value ("Cisco Stock"), of Cisco
Systems, Inc. ("Cisco") and (ii) the Exchange
Factor, each determined as of the second
scheduled Trading Day immediately prior to
maturity.
Exchange at Maturity.......... At maturity (including as a result of
acceleration under the terms of the Senior
Indenture (as defined on the reverse hereof)
or otherwise), upon delivery of this Reset
PERQS to the Trustee, each $ principal
amount of this Reset PERQS shall be applied
by the Issuer as payment for a number of
shares of Cisco Stock at the Exchange Ratio.
The initial Exchange Ratio, initially set at
0.1, is subject to adjustment on the First
Year Determination Date and at maturity in
order to cap the value of the Cisco Stock to
be received upon delivery of this Reset PERQS
at $ per each $ principal amount
of this Reset PERQS. Solely for purposes of
adjustment upon the occurrence of certain
corporate events, the number of shares of
Cisco Stock to be delivered at maturity shall
also be adjusted by an Exchange Factor,
initially set at 1.0. See "Exchange Factor"
and "Antidilution Adjustments" below.
If the First Year Closing Price, as
determined by the Calculation Agent, is less
than or equal to $ (the "First Year Cap
Price"), no adjustment to the Exchange Ratio
shall be made at such time. If the First Year
Closing Price exceeds the First Year Cap
Price, the Exchange Ratio shall be adjusted
by the Calculation Agent so that the new
Exchange Ratio shall equal the product of (i)
the existing Exchange Ratio and (ii) a
fraction the numerator of which shall be the
First Year Cap Price and the denominator of
which shall be the First Year Closing Price.
In addition, on the First Year Determination
Date, the Calculation Agent shall establish
the "Second Year Cap Price" that shall be
equal to the greater of (x) % of the
First Year Closing Price and (y) the First
Year Cap Price. The Issuer shall cause the
Calculation Agent promptly to send written
notice of the Second Year Cap Price and of
any such adjustment to the Exchange Ratio by
first-class mail to The Depository Trust
Company, New York, New York (the
"Depositary").
If the Maturity Price, as determined by the
Calculation Agent, is less than or equal to
the Second Year Cap Price, no further
adjustment to the Exchange Ratio shall be
made. If the Maturity Price exceeds the
Second Year Cap Price, the then existing
Exchange Ratio shall be adjusted by the
Calculation Agent so that the final Exchange
Ratio shall equal the product of (i) the
existing Exchange Ratio and (ii) a fraction
the numerator of which shall be the Second
Year Cap Price and the denominator of which
shall be the Maturity Price.
The number of shares of Cisco Stock to be
delivered at maturity shall be subject to any
applicable adjustments (i) to the Exchange
Factor and (ii) in the Exchange Property, as
defined in paragraph 5 under "Antidilution
Adjustments" below, to be delivered instead
of, or in addition to, such Cisco Stock as a
result of any corporate event described under
"Antidilution Adjustments" below, in each
case, required to be made prior to the close
of business on the second Trading Day
immediately prior to maturity.
All calculations with respect to the Exchange
Ratios for the Reset PERQS shall be rounded
to the nearest one hundred-thousandth, with
five one-millionths rounded upwards (e.g.,
.876545 would be rounded to .87655); all
calculations with respect to the Second Year
Cap Price will be rounded to the nearest
ten-thousandth, with five
one-hundred-thousandths rounded upwards (e.g.,
$12.34567 would be rounded to $12.3457); and
all dollar amounts related to payments at
maturity resulting from such calculations
shall be rounded to the nearest cent with
one-half cent being rounded upwards.
The Issuer shall, or shall cause the
Calculation Agent to, (i) provide written
notice to the Trustee at its New York office
and to the Depositary, on which notice the
Trustee and the Depositary may conclusively
rely, on or prior to 10:30 a.m. on the
Trading Day immediately prior to maturity of
this Reset PERQS, of the amount of Cisco
Stock (or the amount of Exchange Property) to
be delivered with respect to each $
principal amount of this Reset PERQS and of
the amount of any cash to be paid in lieu of
fractional shares of Cisco Stock (or of any
other securities included in the Exchange
Property, if applicable) allocated to each
$ principal amount of this Reset PERQS;
provided that, if the maturity date of this
Reset PERQS is accelerated (x) because of the
consummation of a Reorganization Event (as
defined in paragraph 5 of the "Antidilution
Adjustments" below) where the Exchange
Property consists only of cash or (y) because
of an Acceleration Event or otherwise, the
Issuer shall give notice of such acceleration
as promptly as possible, and in no case later
than two Business Days following such deemed
maturity date, (i) to the holder of this
Reset PERQS by mailing notice of such
acceleration by first class mail, postage
prepaid and (ii) to the Trustee and the
Depositary by telephone or facsimile confirmed
by mailing such notice to the Trustee at its
New York office and to the Depositary by
first class mail, postage prepaid. Any
notice that is mailed in the manner herein
provided shall be conclusively presumed to
have been duly given, whether or not the
holder of this Reset PERQS receives the
notice. If the maturity of this Reset PERQS
is accelerated in the manner described in the
immediately preceding sentence, no interest
on the amounts payable with respect to this
Reset PERQS shall accrue for the period from
and after such accelerated maturity date;
provided, that the Issuer has deposited with
the Exchange Agent the Cisco Stock, the
Exchange Property or any cash due with
respect to such acceleration.
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such shares
of Cisco Stock (or any Exchange Property) and
cash in respect of interest and any
fractional shares of Cisco Stock (or any
Exchange Property) and cash otherwise due
upon any acceleration described above to the
Trustee for delivery to the holder. The
Calculation Agent shall determine the Exchange
Ratio applicable at the maturity of this
Reset PERQS and calculate the Exchange
Factor. References to payment "per Reset
PERQS" refer to each $ principal amount
of this Reset PERQS.
If this Reset PERQS is not surrendered for
exchange at maturity, it shall be deemed to
be no longer Outstanding under, and as
defined in, the Senior Indenture (as defined
on the reverse hereof), except with respect
to the holder's right to receive the Cisco
Stock (and, if applicable, any Exchange
Property) due at maturity.
No Fractional Shares.......... Upon delivery of this Reset PERQS to the
Trustee at maturity (including as a result of
an acceleration or otherwise), the Issuer
shall deliver the aggregate number of shares
of Cisco Stock due with respect to this Reset
PERQS, as described above, but the Issuer
shall pay cash in lieu of delivering any
fractional share of Cisco Stock in an amount
equal to the corresponding fractional Market
Price of such fraction of a share of Cisco
Stock as determined by the Calculation Agent
as of the second scheduled Trading Day prior
to maturity of this Reset PERQS.
Exchange Factor............... The Exchange Factor shall be set initially at
1.0, but shall be subject to adjustment upon
the occurrence of certain corporate events
through and including the second scheduled
Trading Day immediately prior to maturity.
See "Antidilution Adjustments" below.
Market Price.................. If Cisco Stock (or any other security for
which a Market Price must be determined) is
listed on a national securities exchange, is
a security of The Nasdaq National Market or
is included in the OTC Bulletin Board Service
("OTC Bulletin Board") operated by the
National Association of Securities Dealers,
Inc. (the "NASD"), the Market Price for one
share of Cisco Stock (or one unit of any such
other security) on any Trading Day means (i)
the last reported sale price, regular way, on
such day on the principal United States
securities exchange registered under the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on which Cisco Stock
(or any such other security) is listed or
admitted to trading or (ii) if not listed or
admitted to trading on any such securities
exchange or if such last reported sale price
is not obtainable (even if Cisco Stock (or
any such other security) is listed or
admitted to trading on such securities
exchange), the last reported sale price on the
over-the-counter market as reported on the
Nasdaq National Market or OTC Bulletin Board on
such day. If the last reported sale price is
not available pursuant to clause (i) or (ii) of
the preceding sentence because of a Market
Disruption Event or otherwise, the Market Price
for any Trading Day shall be the mean, as
determined by the Calculation Agent, of the bid
prices for Cisco Stock (or any such other
security) obtained from as many dealers in such
stock (which may include MS & Co. or any of the
Issuer's other subsidiaries or affiliates), but
not exceeding three, as will make such bid
prices available to the Calculation Agent. A
"security of the Nasdaq National Market" shall
include a security included in any successor to
such system and the term "OTC Bulletin Board
Service" shall include any successor service
thereto.
Trading Day................... A day, as determined by the Calculation
Agent, on which trading is generally
conducted on the New York Stock Exchange
("NYSE"), the American Stock Exchange, Inc.,
the Nasdaq National Market, the Chicago
Mercantile Exchange, the Chicago Board of
Options Exchange and in the over-the-counter
market for equity securities in the United
States.
Acceleration Event............ If on any date the product of the Market
Price per share of Cisco Stock, as determined
by the Calculation Agent, and the Exchange
Factor is less than $4.00, the maturity date
of this Reset PERQS shall be deemed to be
accelerated to such date, and each $
principal amount of this Reset PERQS shall be
applied by the Issuer as payment for a number
of shares of Cisco Stock at the then current
Exchange Ratio, as adjusted by the then
current Exchange Factor. See also
"Antidilution Adjustments" below.
Calculation Agent............. Morgan Stanley & Co. Incorporated and its
successors ("MS & Co.").
Antidilution Adjustments...... The Exchange Factor shall be adjusted by the
Calculation Agent as follows:
1. If Cisco Stock is subject to a stock
split or reverse stock split, then once such
split has become effective, the Exchange Factor
shall be adjusted to equal the product of the
prior Exchange Factor and the number of shares
issued in such stock split or reverse stock
split with respect to one share of Cisco Stock.
2. If Cisco Stock is subject (i) to a stock
dividend (issuance of additional shares of
Cisco Stock) that is given ratably to all
holders of shares of Cisco Stock or (ii) to a
distribution of Cisco Stock as a result of the
triggering of any provision of the corporate
charter of Cisco, then once the dividend has
become effective and Cisco Stock is trading
ex-dividend, the Exchange Factor shall be
adjusted so that the new Exchange Factor shall
equal the prior Exchange Factor plus the
product of (i) the number of shares issued with
respect to one share of Cisco Stock and (ii)
the prior Exchange Factor.
3. There shall be no adjustments to the
Exchange Factor to reflect cash dividends or
other distributions paid with respect to Cisco
Stock other than distributions described in
clauses (i) and (v) of paragraph 5 below and
Extraordinary Dividends as described below. A
cash dividend or other distribution with
respect to Cisco Stock shall be deemed to be an
"Extraordinary Dividend" if such dividend or
other distribution exceeds the immediately
preceding non-Extraordinary Dividend for Cisco
Stock by an amount equal to at least 10% of the
Market Price of Cisco Stock (as adjusted for
any subsequent corporate event requiring an
adjustment hereunder, such as a stock split or
reverse stock split) on the Trading Day
preceding the ex-dividend date for the payment
of such Extraordinary Dividend (the "ex-
dividend date"). If an Extraordinary Dividend
occurs with respect to Cisco Stock, the
Exchange Factor with respect to Cisco Stock
shall be adjusted on the ex-dividend date with
respect to such Extraordinary Dividend so that
the new Exchange Factor shall equal the product
of (i) the then current Exchange Factor and
(ii) a fraction, the numerator of which is the
Market Price on the Trading Day preceding the
ex-dividend date, and the denominator of which
is the amount by which the Market Price on the
Trading Day preceding the ex-dividend date
exceeds the Extraordinary Dividend Amount. The
"Extraordinary Dividend Amount" with respect to
an Extraordinary Dividend for Cisco Stock shall
equal (i) in the case of cash dividends or
other distributions that constitute regular
dividends, the amount per share of such
Extraordinary Dividend minus the amount per
share of the immediately preceding
non-Extraordinary Dividend for Cisco Stock or
(ii) in the case of cash dividends or other
distributions that do not constitute regular
dividends, the amount per share of such
Extraordinary Dividend. To the extent an
Extraordinary Dividend is not paid in cash, the
value of the non-cash component shall be
determined by the Calculation Agent, whose
determination shall be conclusive. A
distribution on the Cisco Stock described in
clauses (i) and (v) of paragraph 5 below that
also constitutes an Extraordinary Dividend
shall cause an adjustment to the Exchange
Factor pursuant only to clause (i) or clause
(v) of paragraph 5, as applicable.
4. If Cisco issues rights or warrants to all
holders of Cisco Stock to subscribe for or
purchase Cisco Stock at an exercise price per
share less than the Market Price of the Cisco
Stock on both (i) the date the exercise price
of such rights or warrants is determined and
(ii) the expiration date of such rights or
warrants, and if the expiration date of such
rights or warrants precedes the maturity of
this Reset PERQS, then the Exchange Factor
shall be adjusted to equal the product of the
prior Exchange Factor and a fraction, the
numerator of which shall be the number of
shares of Cisco Stock outstanding immediately
prior to the issuance of such rights or
warrants plus the number of additional shares
of Cisco Stock offered for subscription or
purchase pursuant to such rights or warrants
and the denominator of which shall be the
number of shares of Cisco Stock outstanding
immediately prior to the issuance of such
rights or warrants plus the number of
additional shares of Cisco Stock which the
aggregate offering price of the total number of
shares of Cisco Stock so offered for
subscription or purchase pursuant to such
rights or warrants would purchase at the Market
Price on the expiration date of such rights or
warrants, which shall be determined by
multiplying such total number of shares offered
by the exercise price of such rights or
warrants and dividing the product so obtained
by such Market Price.
5. If (i) there occurs any reclassification
or change of Cisco Stock, including, without
limitation, as a result of the issuance of any
tracking stock by Cisco , (ii) Cisco or any
surviving entity or subsequent surviving entity
of Cisco (a "Cisco Successor") has been subject
to a merger, combination or consolidation and
is not the surviving entity, (iii) any
statutory exchange of securities of Cisco or
any Cisco Successor with another corporation
occurs (other than pursuant to clause (ii)
above), (iv) Cisco is liquidated, (v) Cisco
issues to all of its shareholders equity
securities of an issuer other than Cisco (other
than in a transaction described in clauses
(ii), (iii) or (iv) above) (a "Spin-off Event")
or (vi) a tender or exchange offer or
going-private transaction is consummated for
all the outstanding shares of Cisco Stock (any
such event in clauses (i) through (vi) a
"Reorganization Event"), the method of
determining the amount payable upon exchange at
maturity for this Reset PERQS shall be adjusted
to provide that each holder of this Reset PERQS
shall be entitled to receive at maturity, in
respect of each $ principal amount of this
Reset PERQS, securities, cash or any other
assets distributed in any such Reorganization
Event, including, in the case of the issuance
of tracking stock, the reclassified share of
Cisco Stock and, in the case of a Spin-off
Event, the share of Cisco Stock with respect to
which the spun-off security was issued
(collectively, the "Exchange Property") in an
amount with a value equal to (a) if the
Exchange Ratio has not been adjusted prior to
maturity, the Transaction Value or (b) if the
Exchange Ratio has been adjusted, an amount
equal to the product of the final Exchange
Ratio and the Transaction Value. In addition,
following a Reorganization Event, the method of
determining the Maturity Price shall be
adjusted so that the Maturity Price shall mean
the Transaction Value as of the second
scheduled Trading Day immediately prior to
maturity, and if the Reorganization Event
occurs prior to the First Year Determination
Date, the First Year Closing Price shall mean
the Transaction Value determined as of the
First Year Determination Date. Notwithstanding
the above, if the Exchange Property received in
any such Reorganization Event consists only of
cash, the maturity date of this Reset PERQS
shall be deemed to be accelerated to the date
on which such cash is distributed to holders of
Cisco Stock and the holder of this Reset PERQS
shall receive in lieu of any Cisco Stock and as
liquidated damages in full satisfaction of the
Issuer's obligations under this Reset PERQS the
product of (i) the Transaction Value as of such
date and (ii) the then current Exchange Ratio
adjusted as if such date were the next to occur
of either the First Year Determination Date or
the second scheduled Trading Day prior to
maturity. If Exchange Property consists of more
than one type of property, the holder of this
Reset PERQS shall receive at maturity a pro
rata share of each such type of Exchange
Property. If Exchange Property includes a cash
component, the holder of this Reset PERQS will
not receive any interest accrued on such cash
component. "Transaction Value" at any date
means (i) for any cash received in any such
Reorganization Event, the amount of cash
received per share of Cisco Stock, as adjusted
by the Exchange Factor at the time of such
Reorganization Event, (ii) for any property
other than cash or securities received in any
such Reorganization Event, the market value, as
determined by the Calculation Agent, as of the
date of receipt, of such Exchange Property
received for each share of Cisco Stock, as
adjusted by the Exchange Factor at the time of
such Reorganization Event and (iii) for any
security received in any such Reorganization
Event, an amount equal to the Market Price, as
of the date on which the Transaction Value is
determined, per share of such security
multiplied by the quantity of such security
received for each share of Cisco Stock, as
adjusted by the Exchange Factor at the time of
such Reorganization Event. In the event
Exchange Property consists of securities, those
securities will, in turn, be subject to the
antidilution adjustments set forth in
paragraphs 1 through 5.
For purposes of paragraph 5 above, in the
case of a consummated tender or exchange
offer or going-private transaction involving
Exchange Property of a particular type,
Exchange Property shall be deemed to include
the amount of cash or other property paid by
the offeror in the tender or exchange offer
with respect to such Exchange Property (in an
amount determined on the basis of the rate of
exchange in such tender or exchange offer or
a going-private transaction). In the event
of a tender or exchange offer or
going-private transaction with respect to
Exchange Property in which an offeree may
elect to receive cash or other property,
Exchange Property shall be deemed to include
the kind and amount of cash and other
property received by offerees who elect to
receive cash.
No adjustments to the Exchange Factor shall
be required unless such adjustment would
require a change of at least 0.1% in the
Exchange Factor then in effect. The Exchange
Factor resulting from any of the adjustments
specified above will be rounded to the
nearest one hundred-thousandth with five
one-millionths being rounded upward.
No adjustments to the Exchange Factor or
method of calculating the Exchange Ratio
shall be made other than those specified
above.
Notwithstanding the foregoing, the amount
payable by the Issuer at maturity with
respect to this Reset PERQS, determined as of
the second scheduled Trading Day prior to
maturity, shall not under any circumstances
exceed an amount of Cisco Stock having a
market price of $ as of such second
scheduled Trading Day.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
Exchange Factor or method of calculating the
Exchange Ratio and of any related
determinations and calculations with respect
to any distributions of stock, other
securities or other property or assets
(including cash) in connection with any
corporate event described in paragraph 5
above, and its determinations and
calculations with respect thereto shall be
conclusive.
The Calculation Agent shall provide
information as to any adjustments to the
Exchange Factor or method of calculating the
Exchange Ratio upon written request by any
holder of this Reset PERQS.
Market Disruption Event....... "Market Disruption Event" means, with respect
to Cisco Stock (and my other security that
may be included as Exchange Property):
(i) a suspension, absence or material
limitation of trading of Cisco Stock (or any
such security) on the primary market for
Cisco Stock (or any such security) for more
than two hours of trading or during the one-
half hour period preceding the close of
trading in such market; or a breakdown or
failure in the price and trade reporting
systems of the primary market for Cisco
Stock (or any such security) as a result of
which the reported trading prices for Cisco
Stock (or any such security) during the last
one-half hour preceding the closing of
trading in such market are materially
inaccurate; or the suspension or material
limitation on the primary market for trading
in options contracts related to Cisco Stock
(or any such security), if available, during
the one-half hour period preceding the close
of trading in the applicable market, in each
case as determined by the Calculation Agent
in its sole discretion; and
(ii) a determination by the Calculation
Agent in its sole discretion that any
event described in clause (i) above
materially interfered with the ability of
the Issuer or any of its affiliates to
unwind all or a material portion of the
hedge with respect to the % Reset
PERQS due August 1, 2001 (Mandatorily
Exchangeable for Shares of Common Stock of
Cisco Systems, Inc.).
For purposes of determining whether a Market
Disruption Event has occurred: (1) a
limitation on the hours or number of days of
trading shall not constitute a Market
Disruption Event if it results from an
announced change in the regular business
hours of the relevant exchange, (2) a
decision to permanently discontinue trading
in the relevant option contract shall not
constitute a Market Disruption Event, (3)
limitations pursuant to NYSE Rule 80A (or any
applicable rule or regulation enacted or
promulgated by the NYSE, any other
self-regulatory organization or the
Securities and Exchange Commission of similar
scope as determined by the Calculation Agent)
on trading during significant market
fluctuations shall constitute a suspension,
absence or material limitation of trading,
(4) a suspension of trading in an options
contract on Cisco Stock (or any such
security) by the primary securities market
trading in such options, if available, by
reason of (x) a price change exceeding limits
set by such securities exchange or market,
(y) an imbalance of orders relating to such
contracts or (z) a disparity in bid and ask
quotes relating to such contracts shall
constitute a suspension, absence or material
limitation of trading in options contracts
related to Cisco Stock (or any such security)
and (5) a suspension, absence or material
limitation of trading on the primary
securities market on which options contracts
related to Cisco Stock (or any such security)
are traded shall not include any time when
such securities market is itself closed for
trading under ordinary circumstances.
Treatment of Reset PERQS for
United States Federal
Income Tax Purposes........... The Issuer, by its sale of this Reset PERQS,
and the holders of this Reset PERQS (and any
successor holder of this Reset PERQS), by its
respective purchase thereof, agree (in the
absence of an administrative determination
or judicial ruling to the contrary) to
characterize this Reset PERQS for all tax
purposes as an investment unit consisting of
(i) a deposit with the Issuer of an amount of
cash, equal to the Issue Price, to secure the
holder's obligation to purchase the Cisco
Stock (the "Deposit"), which Deposit provides
for quarterly interest payments at a rate of
% per annum, and (ii) a contract (the
"Forward Contract") that requires the holder
of this Reset PERQS to purchase, and the
Issuer to sell, for an amount equal to $
(the "Forward Price"), the Cisco Stock at
maturity (or, alternatively, upon an earlier
redemption of this Reset PERQS).
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to CEDE & CO., or registered assignees, the amount of
Cisco Stock (or other Exchange Property), as determined in accordance with the
provisions set forth under "Exchange at Maturity" above, due with respect to
the principal sum of U.S.$ (UNITED STATES DOLLARS )
on the Maturity Date specified above (except to the extent redeemed or repaid
prior to maturity) and to pay interest thereon at the Interest Rate per annum
specified above, from and including the Interest Accrual Date specified above
until the principal hereof is paid or duly made available for payment weekly,
monthly, quarterly, semiannually or annually in arrears as specified above as
the Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; and provided, further, that
if this Note is subject to "Annual Interest Payments," interest payments shall
be made annually in arrears and the term "Interest Payment Date" shall be deemed
to mean the first day of March in each year.
Interest on this Note will accrue from and including the most
recent date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from and including the Interest
Accrual Date, until, but excluding the date the principal hereof has been paid
or duly made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, subject to
certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to such Interest Payment Date (whether or
not a Business Day (as defined below)) (each such date a "Record Date");
provided, however, that interest payable at maturity (or any redemption or
repayment date) will be payable to the person to whom the principal hereof
shall be payable. As used herein, "Business Day" means any day, other than a
Saturday or Sunday, (a) that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
(x) in The City of New York or (y) if this Note is denominated in a Specified
Currency other than U.S. dollars, Australian dollars or euro, in the principal
financial center of the country of the Specified Currency, or (z) if this Note
is denominated in Australian dollars, in Sydney and (b) if this Note is
denominated in euro, that is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System ("TARGET") is operating (a
"TARGET Settlement Day").
Payment of the principal of this Note, any premium and the
interest due at maturity (or any redemption or repayment date), unless this
Note is denominated in a Specified Currency other than U.S. dollars and is to
be paid in whole or in part in such Specified Currency, will be made in
immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine, in U.S. dollars. U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register. A holder of U.S. $10,000,000 (or the equivalent in a Specified
Currency) or more in aggregate principal amount of Notes having the same
Interest Payment Date, the interest on which is payable in U.S. dollars, shall
be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received by the Paying Agent in writing not less than 15 calendar days
prior to the applicable Interest Payment Date.
If this Note is denominated in a Specified Currency other than
U.S. dollars, and the holder does not elect (in whole or in part) to receive
payment in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate
wire transfer instructions have been received by the Paying Agent in writing,
with respect to payments of interest, on or prior to the fifth Business Day
after the applicable Record Date and, with respect to payments of principal
or any premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in
euro, the account must be a euro account in a country for which the euro is
the lawful currency, provided, further, that if such wire transfer
instructions are not received, such payments will be made by check payable in
such Specified Currency mailed to the address of the person entitled thereto
as such address shall appear in the Note register; and provided, further, that
payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made upon surrender
of this Note at the office or agency referred to in the preceding paragraph.
If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written
notice to the Paying Agent as to all or a portion of payments on this Note at
least five Business Days prior to such Record Date, for payments of interest,
or at least ten days prior to the Maturity Date or any redemption or repayment
date, for payments of principal, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note
will be based upon the exchange rate as determined by the Exchange Rate Agent
based on the highest bid quotation in The City of New York received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent unless such Exchange Rate Agent is an affiliate of the Issuer) for the
purchase by the quoting dealer of U.S. dollars for the Specified Currency for
settlement on such payment date in the amount of the Specified Currency
payable in the absence of such an election to such holder and at which the
applicable dealer commits to execute a contract. If such bid quotations are
not available, such payment will be made in the Specified Currency. All
currency exchange costs will be borne by the holder of this Note by deductions
from such payments.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: MORGAN STANLEY DEAN WITTER & CO.
By:
--------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------
Authorized Officer
REVERSE OF SECURITY
This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer. The Notes are issuable under an
Amended and Restated Senior Indenture, dated as of May 1, 1999, between the
Issuer and The Chase Manhattan Bank, as Trustee (the "Trustee," which term
includes any successor trustee under the Senior Indenture) (as may be amended
or supplemented from time to time, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank at its corporate trust office in
The City of New York as the paying agent (the "Paying Agent," which term
includes any additional or successor Paying Agent appointed by the Issuer)
with respect to the Notes. The terms of individual Notes may vary with
respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture. To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.
Unless otherwise indicated on the face hereof, this Note will
not be subject to any sinking fund and, unless otherwise provided on the face
hereof in accordance with the provisions of the following two paragraphs, will
not be redeemable or subject to repayment at the option of the holder prior to
maturity.
If so indicated on the face hereof, this Note may be redeemed
in whole or in part at the option of the Issuer on or after the Initial
Redemption Date specified on the face hereof on the terms set forth on the
face hereof, together with interest accrued and unpaid hereon to the date of
redemption. If this Note is subject to "Annual Redemption Percentage
Reduction," the Initial Redemption Percentage indicated on the face hereof
will be reduced on each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption. Notice of
redemption shall be mailed to the registered holders of the Notes designated
for redemption at their addresses as the same shall appear on the Note
register not less than 30 nor more than 60 days prior to the date fixed for
redemption or within the Redemption Notice Period specified on the face
hereof, subject to all the conditions and provisions of the Senior Indenture.
In the event of redemption of this Note in part only, a new Note or Notes for
the amount of the unredeemed portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein. On
any Optional Repayment Date, this Note will be repayable in whole or in part in
increments of $1,000 or, if this Note is denominated in a Specified Currency
other than U.S. dollars, in increments of 1,000 units of such Specified
Currency (provided that any remaining principal amount hereof shall not be
less than the minimum authorized denomination hereof) at the option of the
holder hereof at a price equal to 100% of the principal amount to be repaid,
together with interest accrued and unpaid hereon to the date of repayment.
For this Note to be repaid at the option of the holder hereof, the Paying
Agent must receive at its corporate trust office in the Borough of Manhattan,
The City of New York, at least 15 but not more than 30 days prior to the date
of repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States setting forth the name of the holder of this
Note, the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided
on the face hereof, interest payments for this Note will be computed and paid
on the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in The
City of New York for cable transfers of such Specified Currency published by
the Federal Reserve Bank of New York (the "Market Exchange Rate") on the
Business Day immediately preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case this Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, the Issuer in its discretion may execute a new
Note of like tenor in exchange for this Note, but, if this Note is destroyed,
lost or stolen, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all debt securities issued under the Senior Indenture then
outstanding (treated as one class) may declare the principal of all such debt
securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults
may be waived (except a continuing default in payment of principal (or
premium, if any) or interest on such debt securities) by the holders of a
majority in principal amount of the debt securities of all affected series
then outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
modify or amend the provisions for conversion of any currency into any other
currency, or modify or amend the provisions for conversion or exchange of the
debt security for securities of the Issuer or other entities (other than as
provided in the antidilution provisions or other similar adjustment provisions
of the debt securities or otherwise in accordance with the terms thereof), or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected or
(b) reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental
indenture.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date; provided, however, that if the euro has been substituted for such
Specified Currency, the Issuer may at its option (or shall, if so required by
applicable law) without the consent of the holder of this Note effect the
payment of principal of, premium, if any, or interest on, any Note denominated
in such Specified Currency in euro in lieu of such Specified Currency in
conformity with legally applicable measures taken pursuant to, or by virtue
of, the treaty establishing the European Community (the "EC"), as amended by
the treaty on European Union (as so amended, the "Treaty"). Any payment made
under such circumstances in U.S. dollars or euro where the required payment is
in an unavailable Specified Currency will not constitute an Event of Default.
If such Market Exchange Rate is not then available to the Issuer or is not
published for a particular Specified Currency, the Market Exchange Rate will
be based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the date of such payment from three recognized
foreign exchange dealers (the "Exchange Dealers") for the purchase by the
quoting Exchange Dealer of the Specified Currency for U.S. dollars for
settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which
the applicable Exchange Dealer commits to execute a contract. One of the
Exchange Dealers providing quotations may be the Exchange Rate Agent unless
the Exchange Rate Agent is an affiliate of the Issuer. If those bid
quotations are not available, the Exchange Rate Agent shall determine the
market exchange rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________________ Custodian ____________________
(Minor) (Cust)
Under Uniform Gifts to Minors Act ____________________________
(State)
Additional abbreviations may also be used though not in the
above list.
------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
- ---------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:
----------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid: _______________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the Notes
to be issued to the holder for the portion of the within Note not being repaid
(in the absence of any such specification, one such Note will be issued for
the portion not being repaid): ___________________.
Dated:
------------------------- ----------------------------------
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of the
within instrument in every
particular without alteration or
enlargement.
