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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
- -------------------------------------- ------------------------------------
(State of Incorporation (IRS Employer Identification no.)
or Organization)
1585 Broadway, New York, New York 10036
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(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] 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
- -------------------------------------- ------------------------------------
Medium-Term Notes, Series C THE NEW YORK STOCK EXCHANGE
(Senior Fixed Rate Notes)
Due May 30, 2006
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to be
Registered.
The title of the class of securities to be registered hereunder
is: Medium-Term Notes, Series C (Senior Fixed Rate Notes), Exchangeable Notes
Due May 30, 2006 (the "Sun Microsystems, Inc. Exchangeable Notes"). A
description of the Sun Microsystems, Inc. Exchangeable Notes 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 Sun Microsystems, Inc. Exchangeable Notes contained in
the pricing supplement dated May 14, 1999 to be filed pursuant to Rule 424(b)
under the Act, which contains the final terms and provisions of the Sun
Microsystems, Inc. Exchangeable Notes 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 Sun
Microsystems, Inc. Exchangeable Notes.
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: May 17, 1999 By: /s/ Ronald T. Carman
------------------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Sun A-1
Microsystems, Inc. Exchangeable Notes
EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$
CUSIP: 617446DJ5
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.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
EXCHANGEABLE NOTE DUE MAY 30, 2006
EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
SUN MICROSYSTEMS, INC.
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: N/A MATURITY DATE:
, 1999 DATE: See May 30, 2006
"Company Call
Right" below
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: N/A PERCENTAGE: See DATE(S): N/A REPAYMENT
"Call Price" below DATE(S): N/A
- -------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: N/A MODIFIED
REDUCTION: See PAYMENT UPON
"Call Price" below ACCELERATION:
See "Alternate
Calculation in
case of an Event
of Default" below
- -------------------------------------------------------------------------------------------------
IF SPECIFIED REDEMPTION NOTICE APPLICABILITY OF If yes, state Issue
CURRENCY PERIOD: N/A ANNUAL Price:
OTHER THAN INTEREST
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:
- ------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
See below
- ------------------------------------------------------------------------------------------------
</TABLE>
Issue Price................... $ ( % of the principal amount at
maturity)
Exchange Right................ On any Exchange Date, subject to a prior call
of this Note for cash in an amount equal to
the Call Price by the Issuer (as a result of
the fact that Parity, on the Trading Day
prior to the Company Notice Date, is less
than the applicable Call Price) as described
under "Company Call Right" below, the holder
of this Note shall be entitled upon (i)
completion by the holder and delivery to the
Issuer and the Calculation Agent of an
Official Notice of Exchange (in the form of
Annex A attached hereto) prior to 11:00 a.m.
New York City time on such date and (ii)
delivery on such date of this Note to the
Trustee, to exchange each $1,000 principal
amount of this Note for ________ shares (the
"Exchange Ratio") of the common stock,
$.00067 par value ("Sun Microsystems Stock"),
of Sun Microsystems, Inc. ("Sun
Microsystems"), subject to any adjustment (x)
to the Exchange Ratio or (y) in the stock,
other securities or other property or assets
(including, without limitation, cash or other
classes of stock of Sun Microsystems) ("Other
Exchange Property") to be delivered instead
of or in addition to such Sun Microsystems
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
Business Day after any such Exchange Date.
Upon any such exchange, the Issuer may, at
its sole option, either deliver such Sun
Microsystems Stock (or such Other Exchange
Property to be delivered instead of or in
addition to such Sun Microsystems Stock as
aforesaid) or pay an amount in cash for each
$1,000 principal amount of this Note equal
to the Exchange Ratio as of the close of
business on such Exchange Date times the
Market Price of one share of Sun Microsystems
Stock (or such Other Exchange Property) on
the Exchange Date, as determined by the
Calculation Agent, in lieu of such Sun
Microsystems Stock (or such Other Exchange
Property). Such delivery or payment shall be
made 3 Business Days after any Exchange Date,
subject to delivery of this Note to the
Trustee on the Exchange Date as aforesaid.
Upon any exercise of the Exchange Right, the
holder of this exchanged Note shall not be
entitled to receive any cash payment
representing any accrual of the original issue
discount ("Stated OID"). Such accrued Stated
OID will be deemed paid by the Sun
Microsystems Stock or cash received by the
holder of this Note upon exercise of the
Exchange Right.
Prior to 9:30 a.m. on the first Business Day
immediately succeeding any Exchange Date, the
Issuer shall cause the Calculation Agent to
provide written notice to the Trustee at its
New York office and to The Depository Trust
Company, or any successor depositary ("DTC"),
on which notice the Trustee and DTC may
conclusively rely, (i) of its receipt of any
such "Official Notice of Exchange," (ii) of
the Issuer's determination to deliver shares
of Sun Microsystems Stock (or, if applicable,
any Other Exchange Property to be delivered
as a result of any corporate event described
in paragraphs 5 or 6 under "Antidilution
Adjustments" below) or to pay cash for each
$1,000 principal amount of this Note and
(iii) if Sun Microsystems Stock (or, if
applicable, any Other Exchange Property) of
the number of shares of Sun Microsystems
Stock (or the amount of such Other Exchange
Property) and of the amount of any cash to be
paid in lieu of fractional shares of Sun
Microsystems Stock (or of any other
securities included in Other Exchange
Property, if applicable) or, if cash is to be
paid, of the amount of such cash for each
$1,000 principal amount of this Note. If, as
a result of any corporate event described
under "Antidilution Adjustments" occurring
during the period from and including the
Exchange Date to but excluding the third
Business Day following the Exchange Date, the
Calculation Agent makes any adjustment to the
Exchange Ratio and consequent adjustment to
the number of shares of Sun Microsystems
Stock to be delivered or any adjustment to
the quantity of any Other Exchange Property
due to the holder of this Note, the
Calculation Agent shall give prompt notice of
any such adjustments to the Trustee at its
New York office and to DTC, on which notice
the Trustee may conclusively rely. No
adjustments to the Exchange Ratio will be
made after the Exchange Date if the Issuer has
given notice that it will deliver cash for
each $1,000 principal amount of this Note.
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such Sun
Microsystems Stock (or any Other Exchange
Property) or such cash to the Trustee for
delivery to the holders.
No Fractional Shares ......... If upon any exchange of this Note the Issuer
chooses to deliver Sun Microsystems Stock
(and, if applicable, any other stock or other
securities), the Issuer shall pay cash in
lieu of delivering fractional shares of Sun
Microsystems Stock (and, if applicable, of
any other stock or securities) in an amount
equal to the corresponding fractional Market
Price of such fraction of Sun Microsystems
Stock (or, if applicable, of such other stock
or other securities) as determined by the
Calculation Agent as of either (i) such
Exchange Date, or (ii) the second Business
Day prior to the Call Date or (iii) in the
event of a subsequent adjustment to the
Exchange Ratio, as of the date of such
adjustment, as applicable.
Exchange Ratio................ , subject to adjustment for
certain corporate events relating to Sun
Microsystems, Inc. See "Antidilution
Adjustments" below.
Exchange Date................. Any Trading Day that falls during the period
beginning August 14, 1999 and ending on the
day prior to the earliest of (i) the Maturity
Date, (ii) the Call Date and (iii) in the
event of a call for cash in an amount equal to
the Call Price as described under "Company
Call Right" below, the Company Notice Date.
Company Call Right ........... On or after May 19, 2001, the Issuer may call
this Note, in whole but not in part, for
mandatory exchange into Sun Microsystems
Stock (and, if applicable, any Other Exchange
Property) at the Exchange Ratio; provided
that, if Parity on the Trading Day
immediately preceding the Company Notice
Date, as determined by the Calculation Agent,
is less than the applicable Call Price for
the Call Date specified in our notice of
mandatory exchange, the Issuer shall (under
those circumstances only) pay such applicable
Call Price in cash on the Call Date.
On or after the Company Notice Date, unless
the Issuer has called this Note for cash, the
holder of this Note shall continue to be
entitled to exercise the Exchange Right and
receive any amounts described under "Exchange
Right" above.
On the Company Notice Date, the Issuer shall
give notice of the Issuer's exercise of the
Company Call Right (i) to the holder of this
Note by mailing notice of such exercise by
first class mail, postage prepaid, at least
30 days and not more than 60 days prior to
the date (the "Call Date") on which the
Issuer shall effect such exchange at the
holder's last address as it shall appear upon
the registry books, (ii) to the Trustee by
telephone or facsimile confirmed by mailing
such notice to the Trustee by first class
mail, postage prepaid, at its New York office
and (iii) to DTC in accordance with the
applicable procedures set forth in the Letter
of Representations related to this Note. Any
notice which is mailed in the manner herein
provided shall be conclusively presumed to
have been duly given, whether or not the
holder of this Note receives the notice.
Failure to give notice by mail, or any defect
in the notice to the holder of any Note shall
not affect the validity of the proceedings
for the exercise of the Company Call Right
with respect to any other Note.
The notice of the Issuer's exercise of the
Company Call Right shall specify (i) the Call
Date, (ii) whether Parity on the Trading Date
immediately prior to the Company Notice Date
is less than the Call Price for such Company
Notice Date so that the Issuer will pay the
applicable Call Price in cash on the Call
Date, (iii) the place or places of payment in
cash or, if Parity, as determined by the
Calculation Agent, is equal to or greater
than the Call Price, the place or places of
delivery of the Sun Microsystems Stock, and,
if applicable, of any Other Exchange Property
to be delivered as a result of any corporate
event described in paragraphs 5 or 6 under
"Antidilution Adjustments" (and of any cash
to be paid in lieu of fractional shares of
Sun Microsystems Stock (and, if applicable,
of any such other stock or securities)), (iv)
the number of shares of Sun Microsystems
Stock (and, if applicable, the quantity of
any other Exchange Property) to be delivered
per $1,000 principal amount of this Note, (v)
that such delivery will be made upon
presentation and surrender of this Note and
(vi) that such exchange is pursuant to the
Company Call Right.
The notice of the Issuer's exercise of the
Company Call Right shall be given by the
Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the
Issuer.
If Sun Microsystems Stock (and, if
applicable, any Other Exchange Property) is
to be delivered and, as a result of any
corporate event described under "Antidilution
Adjustments" occurring during the period from
and including the Company Notice Date to the
close of business on the second Business Day
prior to the Call Date, the Calculation Agent
makes any adjustment to the Exchange Ratio
and consequent adjustment to the number of
shares of Sun Microsystems Stock to be
delivered or any adjustment to the quantity
of any Other Exchange Property due to the
holder of this Note, the Calculation Agent
shall give prompt notice of any such
adjustments to the Trustee at its New York
office and to DTC, on which notice the
Trustee and DTC may conclusively rely. No
adjustment to the Exchange Ratio shall be
made as a result of any corporate event
occurring after the close of business on the
second Business Day prior to the Call Date.
If this Note is so called for mandatory
exchange by the Issuer, then, unless the
holder subsequently exercises his Exchange
Right (the exercise of which shall not be
available to the holder following a call for
cash in an amount equal to the Call Price),
the Sun Microsystems Stock (and, if
applicable, any Other Exchange Property) or
(in the event of a call for cash, as
described above) cash to be delivered to the
holder of this Note shall be delivered on the
Call Date fixed by the Issuer and set forth
in its notice of its exercise of the Company
Call Right, upon delivery of this Note to the
Trustee. Upon an exchange by the Issuer
(whether payment is to be made in Sun
Microsystems Stock (or any Other Exchange
Property) or cash), the holder shall not
receive any additional cash payment
representing any accrued Stated OID. Such
accrued Stated OID shall be deemed paid by
the delivery of Sun Microsystems Stock or
cash. The Issuer shall, or shall cause the
Calculation Agent to, deliver such shares of
Sun Microsystems Stock or cash to the Trustee
for delivery to the holders.
If this Note is not surrendered for exchange
on the Call Date, it shall be deemed to be no
longer Outstanding under, and as defined in,
the Senior Indenture (as defined below) after
the Call Date, except with respect to the
holder's right to receive Sun Microsystems
Stock (and, if applicable, any Other Exchange
Property) or cash due in connection with the
Company Call Right.
Company Notice Date........... The scheduled Trading Day on which the Issuer
issues its notice of mandatory exchange,
which must be at least 30 but no more than 60
days prior to the Call Date.
Call Date..................... The scheduled Trading Day on or after May 19,
2001 specified by the Issuer in its notice of
mandatory exchange on which the Issuer shall
deliver Sun Microsystems Stock or cash to
holders of the Notes for mandatory exchange.
Parity........................ With respect to any Trading Day, an amount
equal to the Exchange Ratio times the Market
Price (as defined below) of Sun Microsystems
Stock on such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of this Note
on May 19, 2001 and at each May 19 thereafter
to and including the Maturity Date. The Call
Price for each $1,000 principal amount of
this Note called for mandatory exchange on
Call Dates between such indicative dates
would include an additional amount reflecting
Stated OID accrued from the next preceding
date in the table through the applicable Call
Date at a rate of % per annum. Such
additional accreted amount of Stated OID
shall be determined by the Calculation Agent
and shall be calculated on a semiannual
bond-equivalent basis based on the Call Price
for the immediately preceding Call Date
indicated in the table below.
Call Date Call Price
--------- ----------
May 19, 2001..................... $
May 19, 2002..................... $
May 19, 2003..................... $
May 19, 2004..................... $
May 19, 2005..................... $
May 19, 2006..................... $
Maturity......................... $ 1,000.00
Market Price.................. If Sun Microsystems Stock (or any other
security for which a Market Price must be
determined) is listed on a U.S. securities
exchange registered under the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), is a security of The Nasdaq
National Market ("NASDAQ NMS") 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
Sun Microsystems 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 securities
exchange on which Sun Microsystems 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, the last reported sale
price on the over-the-counter market as
reported on the NASDAQ NMS 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, the Market
Price for any Trading Day shall be the mean,
as determined by the Calculation Agent, of
the bid prices for Sun Microsystems Stock (or
any such other security) obtained from as
many dealers in such security (which may
include MS & Co. or any of our other
subsidiaries or affiliates), but not
exceeding three, as shall make such bid
prices available to the Calculation Agent. A
"security of the NASDAQ NMS" 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,
Inc. ("NYSE"), the American Stock Exchange,
Inc., the NASDAQ NMS, the Chicago Mercantile
Exchange, the Chicago Board of Options
Exchange, and in the over-the-counter market
for equity securities in the United States
and on which a Market Disruption Event (as
defined below) has not occurred.
Calculation Agent............. Morgan Stanley & Co. Incorporated and its
successors ("MS & Co.")
Antidilution Adjustments...... The Exchange Ratio shall be adjusted as
follows:
1. If Sun Microsystems Stock is subject to a
stock split or reverse stock split, then once
such split has become effective, the Exchange
Ratio shall be adjusted to equal the product
of the prior Exchange Ratio and the number
of shares issued in such stock split or
reverse stock split with respect to one share
of Sun Microsystems Stock.
2. If Sun Microsystems Stock is subject (i) to
a stock dividend (issuance of additional shares
of Sun Microsystems Stock) that is given
ratably to all holders of shares of Sun
Microsystems Stock or (ii) to a distribution of
Sun Microsystems Stock as a result of the
triggering of any provision of the corporate
charter of Sun Microsystems, then once the
dividend has become effective and Sun
Microsystems Stock is trading ex- dividend, the
Exchange Ratio shall be adjusted so that the
new Exchange Ratio shall equal the prior
Exchange Ratio plus the product of (i) the
number of shares issued with respect to one
share of Sun Microsystems Stock and (ii) the
prior Exchange Ratio.
3. There shall be no adjustments to the
Exchange Ratio to reflect cash dividends or
other distributions paid with respect to Sun
Microsystems Stock other than distributions
described in paragraph 6 below and
Extraordinary Dividends as described below. A
cash dividend or other distribution with
respect to Sun Microsystems Stock shall be
deemed to be an "Extraordinary Dividend" if
such dividend or other distribution exceeds the
immediately preceding non- Extraordinary
Dividend for Sun Microsystems Stock (as
adjusted for any subsequent corporate event
requiring an adjustment hereunder, such as a
stock split or reverse stock split) by an
amount equal to at least 10% of the Market
Price of Sun Microsystems Stock 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 Sun
Microsystems Stock, the Exchange Ratio with
respect to Sun Microsystems Stock shall be
adjusted on the ex- dividend date with respect
to such Extraordinary Dividend so that the new
Exchange Ratio shall equal the product of (i)
the then current Exchange Ratio 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 Sun Microsystems
Stock shall equal (i) in the case of cash
dividends or other distributions that
constitute quarterly dividends, the amount per
share of such Extraordinary Dividend minus the
amount per share of the immediately preceding
non- Extraordinary Dividend for Sun
Microsystems Stock or (ii) in the case of cash
dividends or other distributions that do not
constitute quarterly 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 Sun Microsystems Stock
described in paragraph 6 below that also
constitutes an Extraordinary Dividend shall
only cause an adjustment to the Exchange Ratio
pursuant to paragraph 6.
4. If Sun Microsystems is being liquidated or
is subject to a proceeding under any
applicable bankruptcy, insolvency or other
similar law, this Note shall continue to be
exchangeable into Sun Microsystems Stock so
long as a Market Price for Sun Microsystems
Stock is available. If a Market Price is no
longer available for Sun Microsystems Stock
for whatever reason, including the
liquidation of Sun Microsystems or the
subjection of Sun Microsystems to a
proceeding under any applicable bankruptcy,
insolvency or other similar law, then the
value of Sun Microsystems Stock shall equal
zero for so long as no Market Price is
available.
5. If there occurs any reclassification or
change of Sun Microsystems Stock, including,
without limitation, as a result of the
issuance of tracking stock by Sun
Microsystems, or if Sun Microsystems has been
subject to a merger, combination or
consolidation and is not the surviving
entity, or if there occurs a sale or
conveyance to another corporation of the
property and assets of Sun Microsystems as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
Sun Microsystems Stock shall be entitled to
receive Other Exchange Property with respect
to or in exchange for such Sun Microsystems
Stock, then the holder of this Note shall be
entitled thereafter to exchange this Note
into the kind and amount of Other Exchange
Property that the holder would have owned or
been entitled to receive upon such
reclassification, change, merger, combination,
consolidation, sale or conveyance had the
holder exchanged this Note for Sun
Microsystems Stock immediately prior to any
such corporate event, but without interest
thereon. At such time, no adjustment shall
be made to the Exchange Ratio.
6. If Sun Microsystems issues to all of its
shareholders equity securities of an issuer
other than Sun Microsystems (other than in a
transaction described in paragraph 5 above),
then the holder of this Note shall be
entitled to receive such new equity
securities upon exchange of this Note. The
Exchange Ratio for such new equity securities
shall equal the product of the Exchange Ratio
in effect for Sun Microsystems Stock at the
time of the issuance of such new equity
securities times the number of shares of the
new equity securities issued with respect to
one share of Sun Microsystems Stock.
7. No adjustments to the Exchange Ratio shall
be required other than those specified above.
However, the Issuer may, at its sole
discretion, cause the Calculation Agent to
make additional changes to the Exchange Ratio
upon the occurrence of corporate or other
similar events that affect or could
potentially affect market prices of, or
shareholders rights in, Sun Microsystems
Stock (or Other Exchange Property) but only
to reflect such changes and not with the aim
of changing relative investment risk.
No adjustments to the Exchange Ratio shall be
required unless such adjustment would require a
change of at least 0.1% in the Exchange Ratio
then in effect. The Exchange Ratio resulting
from any of the adjustments specified above
shall be rounded to the nearest one hundred-
thousandth with five one-millionths being
rounded upward.
The Exchange Ratio will not be adjusted to
take into account the accrual of Stated OID.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to 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 paragraphs 5, 6
or 7 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 Ratio upon written request by the
holder of this Note.
Market Disruption Event....... "Market Disruption Event" means, with respect
to Sun Microsystems Stock:
(i) a suspension, absence or material
limitation of trading of Sun Microsystems
Stock on the primary market for Sun
Microsystems Stock 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 Sun Microsystems
Stock as a result of which the reported
trading prices for Sun Microsystems Stock
during the last one-half hour preceding
the closing of trading in such market are
materially inaccurate; or the suspension,
absence or material limitation on the
primary market for trading in options
contracts related to Sun Microsystems
Stock, 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 the
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 this Notes.
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 New York Stock
Exchange 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 Sun
Microsystems Stock 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 Sun Microsystems Stock
and (5) a suspension, absence or material
limitation of trading on the primary
securities market on which options contracts
related to Sun Microsystems Stock are traded
shall not include any time when such
securities market is itself closed for trading
under ordinary circumstances.
Alternate Exchange Calculation
in case of an Event of Default In case an Event of Default with respect to
the Notes shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of this Note
shall be determined by MS & Co, as
Calculation Agent, and shall be equal to the
Issue Price of this Note plus the accrued
Stated OID to but not including the date of
acceleration; provided that if (x) the holder
of this Note has submitted an Official Notice
of Exchange to the Issuer in accordance with
the Exchange Right or (y) the Issuer has
called this Note, other than a call for the
cash Call Price, in accordance with the
Company Call Right, the amount declared due
and payable upon any such acceleration shall
be an amount in cash for each $1,000
principal amount of this Note equal to the
Exchange Ratio times the Market Price of one
share of Sun Microsystems Stock, determined
by the Calculation Agent as of the Exchange
Date or as of the date of acceleration,
respectively, and shall not include any
accrued Stated OID thereon; provided further
that if the Issuer has called this Note for
cash in an amount equal to the Call Price, in
accordance with the Company Call Right, the
amount declared due and payable upon any such
acceleration shall be an amount in cash for
each $1,000 principal amount of this Note
equal to the applicable Call Price. See
"Call Price" above.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to CEDE & Co., or registered assignees, the principal
sum of U.S.$ (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
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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
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(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:
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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.
