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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 (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
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(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
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7.0% Currency Protected PERQS Due May THE AMERICAN STOCK EXCHANGE
22, 2000 (Mandatorily Exchangeable for
the Cash Value of Common Stock of
Nokia Corporation)
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: "7.0% Currency Protected Performance Equity- linked Redemption Quarterly-pay
Securities(SM) Due May 22, 2000 (Mandatorily Exchangeable for the Cash Value of
Common Stock of Nokia Corporation)" (the "Nokia CP PERQS(SM)"). A description of
the Nokia CP 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 Nokia CP PERQS contained in the pricing supplement dated May 17, 1999 to
be filed pursuant to Rule 424(b) under the Act, which contains the final terms
and provisions of the Nokia CP 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 Nokia CP 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: May 18, 1999 By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Nokia CP PERQS A-1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 617446810
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)
CURRENCY PROTECTED PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("CP PERQS")
% CP PERQS DUE MAY 22, 2000
CP PERQS MANDATORILY EXCHANGEABLE
FOR THE CASH VALUE OF THE COMMON STOCK OF
NOKIA CORPORATION
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: MATURITY DATE:
, 1999 DATE: N/A % per annum May 22, 2000
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 1999 PERCENTAGE: N/A DATE(S): August __, REPAYMENT
1999, November __, DATE(S): N/A
1999, February __,
2000 and at maturity
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SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
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IF SPECIFIED REDEMPTION NOTICE APPLICABILITY OF If yes, state Issue
CURRENCY PERIOD: ANNUAL INTEREST Price: N/A
OTHER THAN PAYMENTS: N/A
U.S. DOLLARS,
OPTION TO
ELECT PAYMENT
IN U.S. DOLLARS:
N/A
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EXCHANGE RATE ORIGINAL YIELD TO
AGENT: MATURITY: N/A
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OTHER PROVISIONS:
See below
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</TABLE>
Denominations................. $ and integral multiples thereof
Amount Payable at Maturity.... At maturity (including as a result of
acceleration under the terms of the Senior
Indenture (as defined below)), upon delivery
of this CP PERQS to the Trustee, the Issuer
shall, with respect to the principal amount
of this CP PERQS, deliver an amount in U.S.
dollars equal to the lesser of (x) the
product of the Issue Price and the Stock
Price Percentage or (y) $ , or
% of the Issue Price (the "Cap Price");
provided that, if the maturity date of this
CP 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 pursuant to the Senior
Indenture, 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 CP 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 CP PERQS receives the
notice. If the maturity of this CP PERQS is
accelerated in the manner described in the
immediately preceding sentence, no interest
on the amounts payable with respect to this
CP PERQS shall accrue for the period from and
after such accelerated maturity date;
provided, that the Issuer has deposited with
the Exchange Agent the cash value of the
Nokia Stock, or any other the Exchange
Property due with respect to such
acceleration.
The Issuer shall, or shall cause the
Calculation Agent to, deliver U.S. dollars to
the Trustee for delivery to the holder.
References to payment "per CP PERQS" refer to
each $ principal amount of this CP PERQS.
If this CP PERQS is not surrendered for
exchange at maturity, it shall be deemed to
be no longer Outstanding under, and as
defined in, the Senior Identure (as defined
below), except with respect to the holder's
right to receive the Amount Payable at
Maturity.
Nokia Stock................... The common stock, par value Euro 0.24 per
share, of Nokia Corporation, a Finnish
corporation ("Nokia").
Stock Price Percentage........ The Stock Price Percentage is a fraction, the
numerator of which shall be the Final Stock
Price and the denominator of which shall be
the Initial Stock Price.
Initial Stock Price........... Euro , the Market Price of one share of
Nokia Stock on the Pricing Date, as
determined by the Calculation Agent.
Final Stock Price............. The product of the Market Price of one share
of Nokia Stock and the Share Ratio, each as
determined on the Determination Date by the
Calculation Agent.
Initial Share Control Amount..
Initial FX Rate............... euro per U.S. $1.00, the euro/U.S.
dollar exchange rate as of the Pricing Date,
as determined by the Calculation Agent.
Share Ratio................... The Share Ratio shall initially be set at
1.0, but shall be subject to adjustment upon
the occurrence of certain events through and
including the Determination Date. See
"--Antidilution Adjustments" below.
Determination Date............ , 2000, or if such day is not a
Trading Day or if there is a Market
Disruption Event on such day, the
Determination Date shall be the immediately
succeeding Trading Day during which no Market
Disruption Event shall have occurred;
provided that the Determination Date shall be
no later than the second scheduled Trading Day
preceding the Maturity Date, notwithstanding
the occurrence of a Market Disruption Event
on such second scheduled Trading Day.
Market Price.................. The Market Price for any security for any
date means the official closing price of such
security as reported by the principal
exchange on which such security is traded on
such date. If the official closing price is
not available for any reason (including,
without limitation, the occurrence of a
Market Disruption Event), the Market Price
for such security for any date shall be the
mean, as determined by the Calculation Agent,
of the bid prices for such security obtained
from as many dealers in such security (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 after 3:00
p.m. (local time in such principal market) on
such date.
Trading Day................... A day on which trading is generally conducted
on the Helsinki Stock Exchange, and, in the
over-the-counter market for equity securities
in the United States and The Republic of
Finland, as determined by the Calculation
Agent.
Business Day.................. Any day other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which
banking institutions are authorized or
required by law or regulation to close in The
City of New York or in Tokyo.
Calculation Agent............. Morgan Stanley & Co. Incorporated and its
successors ("MS & Co."). All percentages
resulting from any calculation on the CP
PERQS shall be rounded to the nearest one
hundred-thousandth of a percentage point,
with five one-millionths of a percentage
point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or
resulting from such calculation shall be
rounded to the nearest cent with one-half
cent being rounded upwards.
Antidilution Adjustments...... The Share Ratio (and, in the case of
paragraph 5 below, the determination of the
cash payment at maturity) shall be adjusted
by the Calculation Agent as follows:
1. If Nokia Stock is subject to a stock
split or reverse stock split, then once such
split has become effective, the Share Ratio
shall be adjusted to equal the product of the
prior Share Ratio and the number of shares
issued in such stock split or reverse stock
split with respect to one share of Nokia Stock.
2. If Nokia Stock is subject to (i) a
stock dividend (issuance of additional shares
of Nokia Stock) that is given ratably to all
holders of shares of Nokia Stock or (ii) to a
distribution of Nokia Stock as a result of the
triggering of any provision of the corporate
charter of Nokia, then once the dividend has
become effective and Nokia Stock is trading
ex-dividend, the Share Ratio shall be adjusted
so that the new Share Ratio shall equal the
prior Share Ratio plus the product of (i) the
number of shares issued with respect to one
share of Nokia Stock and (ii) the prior Share
Ratio.
3. There shall be no adjustments to the
Share Ratio to reflect cash dividends or other
distributions paid with respect to Nokia Stock
other than distributions described in clause
(v) of paragraph 5 below and Extraordinary
Dividends as described below. A cash dividend
or other distribution with respect to Nokia
Stock shall be deemed to be an "Extraordinary
Dividend" if such dividend or other
distribution exceeds the immediately preceding
non- Extraordinary Dividend for Nokia Stock by
an amount equal to at least 10% of the Market
Price of Nokia 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 Nokia Stock,
the Share Ratio with respect to Nokia Stock
shall be adjusted on the ex-dividend date with
respect to such Extraordinary Dividend so that
the new Share Ratio shall equal the product of
(i) the then current Share 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 Nokia 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 Nokia 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 Nokia Stock described in
clauses (i) and (v) of paragraph 5 below that
also constitutes an Extraordinary Dividend
shall cause an adjustment to the Share Ratio
pursuant only to clause (i) or clause (v) of
paragraph 5.
4. If Nokia issues rights or warrants to
all holders of Nokia Stock to subscribe for or
purchase Nokia Stock at an exercise price per
share less than the Market Price of the Nokia
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 CP PERQS, then the Share Ratio shall be
adjusted to equal the product of the prior
Share Ratio and a fraction, the numerator of
which shall be the number of shares of Nokia
Stock outstanding immediately prior to the
issuance of such rights or warrants plus the
number of additional shares of Nokia Stock
offered for subscription or purchase pursuant
to such rights or warrants and the denominator
of which shall be the number of shares of Nokia
Stock outstanding immediately prior to the
issuance of such rights or warrants plus the
number of additional shares of Nokia Stock
which the aggregate offering price of the total
number of shares of Nokia 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 Nokia Stock,
including, without limitation, as a result of
the issuance of any tracking stock by Nokia,
(ii) Nokia, or any surviving entity or
subsequent surviving entity of Nokia (a "Nokia
Successor") has been subject to a merger,
combination or consolidation and is not the
surviving entity, (iii) any statutory exchange
of securities of Nokia or any Nokia Successor
with another corporation occurs (other than
pursuant to clause (ii) above), (iv) Nokia is
liquidated or nationalized, (v) Nokia issues to
all of its shareholders equity securities of an
issuer other than Nokia (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 Nokia Stock (any such
event in clauses (i) through (vi) a
"Reorganization Event"), the method of
determining the amount payable at maturity for
this CP PERQS shall be adjusted to provide that
each holder of this CP PERQS shall be entitled
to receive at maturity, in respect of each $
principal amount of this CP PERQS, U.S. dollars
in an amount equal to (a) if the Transaction
Value (as defined below) is greater than the
Cap Price, the Cap Price or (b) if the
Transaction Value is less than or equal to the
Cap Price, the Transaction Value; provided
that, if the Exchange Property (as defined
below) received in any such Reorganization
Event consists only of cash or if all of the
consideration received in such Reorganization
Event is denominated in (or, if such
consideration consists of property other than
cash or securities, would reasonably be valued
in a currency other than U.S. dollars or euro),
the maturity date of this CP PERQS shall be
deemed to be accelerated to the date on which
such cash is distributed to holders of Nokia
Stock. "Exchange Property" means the
securities, cash or any other assets
distributed to holders of Nokia Stock in any
such Reorganization Event, including, in the
case of the issuance of tracking stock, the
reclassified share of Nokia stock, and, in the
case of a Spin-off Event, the share of Nokia
Stock with respect to which the spun-off
security was issued. "Transaction Value" means
(i) for any cash received in any such
Reorganization Event, the amount of cash
received per share of Nokia Stock multiplied by
the product of the Initial Share Control Amount
and the then current Share Ratio and, if such
cash consists of euro, divided by the Initial
FX Rate, (ii) for any property other than cash
or securities received in any such
Reorganization Event, the market value (as
determined by the Calculation Agent) of such
Exchange Property received for each share of
Nokia Stock at the date of the receipt of such
Exchange Property multiplied by the product of
the Initial Share Control Amount and the then
current Share Ratio and, if the value of such
property has been valued in euro, divided by
the Initial FX Rate and (iii) for any security
received in any such Reorganization Event, an
amount equal to the Market Price per share of
such security on the Determination Date
multiplied by the quantity of such security
received for each share of Nokia Stock
multiplied by the product of the Initial Share
Control Amount and, the Share Ratio for Nokia
Stock at the time of such Reorganization Event
and, if the security is denominated in euro,
divided by the Initial FX Rate.
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
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.
6. If more than one of the events set out
above occurs, the adjustments to the Share
Ratio for the second and subsequent events
shall be to the Share Ratio as adjusted for
preceding events.
7. Except as described below, no
adjustments to the Share Ratio or to the amount
payable at maturity to the holder of this CP
PERQS shall be required other than those
specified above. However, the Issuer may, at
its sole discretion, cause the Calculation
Agent to make additional adjustments to the
Share Ratio or to adjust the determination of
the cash payment at maturity upon the
occurrence of corporate or other similar events
that affect or could potentially affect market
prices of, or shareholders' rights in, the
Nokia Stock, but only to reflect such changes,
and not with the aim of changing relative
investment risks. In addition, the Issuer may,
at its sole discretion, cause the Calculation
Agent, to alter the specific adjustments set
forth above in paragraphs 1 through 6 upon the
occurrence of one or more of the events
enumerated in paragraphs 1 through 6, if the
Issuer determines that such adjustments do not
properly reflect the consequences of the events
enumerated in such paragraphs or would not
preserve the relative investment risks. There
may be corporate or other similar events that
could affect the Market Price of the Nokia
Stock for which the Calculation Agent will not
adjust the Share Ratio.
No adjustments to the Share Ratio shall be
required unless such Share Ratio adjustment
would require a change of at least 0.1% in
the Share Ratio then in effect. The Share
Ratio resulting from any of the adjustments
specified above shall be rounded to the
nearest one thousandth with five
ten-thousandths being rounded upward.
Notwithstanding the foregoing, the amount
payable by the Issuer at maturity with
respect to this CP PERQS shall not under any
circumstances exceed $ per CP PERQS.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the Share
Ratio or method of calculating the Share
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
above (including the identification of
potential events described in paragraph 7),
and its determinations and calculations with
respect thereto shall be conclusive.
The Calculation Agent shall provide
information as to any adjustments to the
Share Ratio or method of calculating the
Share Ratio or the cash payment at maturity
upon written request by any holder of this
CP PERQS.
Market Disruption Event....... "Market Disruption Event" means, with respect
to Nokia Stock (or any security that may be
included as Exchange Property):
(i) a suspension, absence or material
limitation of trading of Nokia Stock (or any
such security) on the primary market for
Nokia 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 Nokia Stock
(or any such security) as a result of which
the reported trading prices for Nokia 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, absence or
material limitation on the primary market for
trading in options contracts related to Nokia
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 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
the % Currency-Protected PERQS due May 22,
2000 (Mandatorily Exchangeable for the Cash
Value of Shares of Common Stock of Nokia
Corporation).
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 any applicable rule
or regulation enacted or promulgated by the
Helsinki Stock Exchange (or any other
self-regulatory organization in the Republic
of Finland with jurisdiction over the
Helsinki Stock Exchange) 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 Nokia 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 Nokia Stock and
(5) a suspension, absence or material
limitation of trading on the primary
securities market on which options contracts
related to Nokia Stock (or any such security)
are traded shall not include any time when
such securities market is itself closed for
trading under ordinary circumstances.
Alternative Determination Date
in case of an Event
of Default.................... In case an Event of Default with respect to
any CP PERQS shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of this CP
PERQS will be determined by the Calculation
Agent as though the Determination Date were
the date of acceleration plus any accrued but
unpaid interest to but not including the date
of acceleration.
Treatment of Reset PERQS for
United States Federal
Income Tax Purposes........... The Issuer, by its sale of this CP PERQS, and
the holder of this CP PERQS (and any
successor holder of this CP PERQS), by its
respective purchase thereof, agree (in the
absence of an administrative determination or
judicial ruling to the contrary) to
characterize this CP PERQS for all tax
purposes as an investment unit consisting of
(i) a contract (the "Forward Contract") that
requires the holder of this CP PERQS to pay
an amount per CP PERQS equal to $ (the
"Deposit") and entitles the holder to receive
a cash amount at maturity as described above
under the heading "Amount Payable at
Maturity," and (ii) a Deposit with the
issuer of an amount of cash to secure the
holder's obligation under the Forward
Contract, wich Deposit provides for quarterly
interest payments at the rate of % per
annum.
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
cash (or other Exchange Property), as determined in accordance with the
provisions set forth under "Amount Payable 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.
