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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 or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a class of securities If this Form relates to the registration of a class of
pursuant to Section 12(b) of the Exchange Act and is securities pursuant to Section 12(g) of the Exchange
effective pursuant to General Instruction A.(c), please check Act and is effective pursuant to General Instruction
the following box. [X] A.(d), please check the following box. [ ]
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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% Reset Performance Equity-linked Redemption THE AMERICAN STOCK EXCHANGE
Quarterly-pay Securities due August 15, 2001
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%
Reset Performance Equity-linked Redemption Quarterly-pay Securities[SM] due
August 15, 2001" (the "Reset PERQS[SM]"). A description of the Reset PERQS is
set forth under the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley Dean Witter & Co.
(the "Registrant") on Form S-3 (Registration No. 333-75289) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 6, 1999 and filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented
by the description of the Reset PERQS contained in the pricing supplement
dated August 3, 1999 to be filed pursuant to Rule 424(b) under the Act, which
contains the final terms and provisions of the Reset PERQS and is hereby
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Reset PERQS.
Page 2 of 4
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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: August 4, 1999 By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Assistant Secretary
Page 3 of 4
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INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4
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FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 61744Y884
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.
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MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
RESET PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")
% RESET PERQS DUE AUGUST 15, 2001
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
QUALCOMM INCORPORATED
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ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 1999 DATE: N/A annum (equivalent August 15, 2001
to $ per
annum per Reset
PERQS)
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 1999 PERCENTAGE: N/A DATES: Each February REPAYMENT
__, May __, August __ DATE(S): N/A
and November __,
beginning November
__, 1999
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
IF SPECIFIED APPLICABILITY OF If yes, state Issue Price:
CURRENCY OTHER ANNUAL INTEREST N/A
THAN U.S. DOLLARS, PAYMENTS: N/A
OPTION TO ELECT
PAYMENT IN U.S.
DOLLARS: N/A
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
OTHER PROVISIONS:
(See below)
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Denominations............................... $ and integral multiples thereof
First Year Cap Price........................ $
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First Year Determination Date............... August 15, 2000 (or if such date is not a Trading Day on
which no Market Disruption Event occurs, the
immediately succeeding Trading Day on which no
Market Disruption Event occurs).
First Year Closing Price.................... First Year Closing Price means the product of (i) the
Market Price of one share of QCOM Stock and (ii) the
Exchange Factor, each determined as of the First Year
Determination Date.
Second Year Cap Price....................... Second Year Cap Price means the greater of (x) % of
the First Year Closing Price and (y) the First Year Cap
Price. See "Exchange at Maturity" below.
Maturity Price.............................. Maturity Price means the product of (i) the Market Price
of one share of common stock, $.0001 par value ("QCOM
Stock"), of QUALCOMM Incorporated
("QUALCOMM") and (ii) the Exchange Factor, each
determined as of the second scheduled Trading Day
immediately prior to maturity.
Exchange at Maturity........................ At maturity (including as a result of acceleration under
the terms of the Senior Indenture (as defined on the
reverse hereof) or otherwise), upon delivery of this Reset
PERQS to the Trustee, each $ principal amount of
this Reset PERQS shall be applied by the Issuer as
payment for a number of shares of QCOM Stock at the
Exchange Ratio. The initial Exchange Ratio, initially set
at 10, is subject to adjustment on the First Year
Determination Date and at maturity in order to cap the
value of the QCOM Stock to be received upon delivery of
this Reset PERQS at $ per each $ principal
amount of this Reset PERQS. Solely for purposes of
adjustment upon the occurrence of certain corporate
events, the number of shares of QCOM Stock to be
delivered at maturity shall also be adjusted by an
Exchange Factor, initially set at 1.0. See "Exchange
Factor" and "Antidilution Adjustments" below.
If the First Year Closing Price, as determined by the
Calculation Agent, is less than or equal to $ (the
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"First Year Cap Price"), no adjustment to the Exchange
Ratio shall be made at such time. If the First Year Closing
Price exceeds the First Year Cap Price, the Exchange Ratio
shall be adjusted by the Calculation Agent so that the new
Exchange Ratio shall equal the product of (i) the existing
Exchange Ratio and (ii) a fraction the numerator of which
shall be the First Year Cap Price and the denominator of
which shall be the First Year Closing Price.
In addition, on the First Year Determination Date, the
Calculation Agent shall establish the "Second Year Cap
Price" that shall be equal to the greater of (x) % of the
First Year Closing Price and (y) the First Year Cap Price.
The Issuer shall cause the Calculation Agent promptly to
send written notice of the Second Year Cap Price and of any
such adjustment to the Exchange Ratio by first-class mail
to The Depository Trust Company, New York, New York (the
"Depositary").
If the Maturity Price, as determined by the Calculation
Agent, is less than or equal to the Second Year Cap Price,
no further adjustment to the Exchange Ratio shall be made.
If the Maturity Price exceeds the Second Year Cap Price,
the then existing Exchange Ratio shall be adjusted by the
Calculation Agent so that the final Exchange Ratio shall
equal the product of (i) the existing Exchange Ratio and
(ii) a fraction the numerator of which shall be the Second
Year Cap Price and the denominator of which shall be the
Maturity Price.
The number of shares of QCOM Stock to be delivered at
maturity shall be subject to any applicable adjustments (i)
to the Exchange Factor and (ii) in the Exchange Property,
as defined in paragraph 5 under "Antidilution Adjustments"
below, to be delivered instead of, or in addition to, such
QCOM Stock as a result of any corporate event described
under "Antidilution Adjustments" below, in each case,
required to be made prior to the close of business on the
second Trading Day immediately prior to maturity.
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All calculations with respect to the Exchange Ratios for
the Reset PERQS shall be rounded to the nearest one
hundred-thousandth, with five one-millionths rounded
upwards (e.g., .876545 would be rounded to .87655); all
calculations with respect to the Second Year Cap Price will
be rounded to the nearest ten-thousandth, with five
one-hundred-thousandths rounded upwards (e.g., $12.34567
would be rounded to $12.3457); and all dollar amounts
related to payments at maturity resulting from such
calculations shall be rounded to the nearest cent with
one-half cent being rounded upwards.
The Issuer shall, or shall cause the Calculation Agent to,
(i) provide written notice to the Trustee at its New York
office and to the Depositary, on which notice the Trustee
and the Depositary may conclusively rely, on or prior to
10:30 a.m. on the Trading Day immediately prior to maturity
of this Reset PERQS, of the amount of QCOM Stock (or the
amount of Exchange Property) to be delivered with respect
to each $ principal amount of this Reset PERQS and of the
amount of any cash to be paid in lieu of fractional shares
of QCOM Stock (or of any other securities included in the
Exchange Property, if applicable) allocated to each $
principal amount of this Reset PERQS; provided that, if the
maturity date of this Reset PERQS is accelerated (x)
because of the consummation of a Reorganization Event (as
defined in paragraph 5 of the "Antidilution Adjustments"
below) where the Exchange Property consists only of cash or
(y) because of an Acceleration Event or otherwise, the
Issuer shall give notice of such acceleration as promptly
as possible, and in no case later than two Business Days
following such deemed maturity date, (i) to the holder of
this Reset PERQS by mailing notice of such acceleration by
first class mail, postage prepaid and (ii) to the Trustee
and the Depositary by telephone or facsimile confirmed by
mailing such notice to the Trustee at its New York office
and to the Depositary by first class mail, postage prepaid.
Any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given,
whether or not the holder of this Reset PERQS receives the
notice. If the maturity of this Reset PERQS is accelerated
in the manner described in the
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immediately preceding sentence, no interest on the amounts
payable with respect to this Reset PERQS shall accrue for
the period from and after such accelerated maturity date;
provided, that the Issuer has deposited with the Exchange
Agent the QCOM Stock, the Exchange Property or any cash due
with respect to such acceleration.
The Issuer shall, or shall cause the Calculation Agent to,
deliver any such shares of QCOM Stock (or any Exchange
Property) and cash in respect of interest and any
fractional shares of QCOM Stock (or any Exchange Property)
and cash otherwise due upon any acceleration described
above to the Trustee for delivery to the holder. The
Calculation Agent shall determine the Exchange Ratio
applicable at the maturity of this Reset PERQS and
calculate the Exchange Factor. References to payment "per
Reset PERQS" refer to each $ principal amount of this Reset
PERQS.
If this Reset PERQS is not surrendered for exchange at
maturity, it shall be deemed to be no longer Outstanding
under, and as defined in, the Senior Indenture (as defined
on the reverse hereof), except with respect to the holder's
right to receive the QCOM Stock (and, if applicable, any
Exchange Property) due at maturity.
No Fractional Shares........................ Upon delivery of this Reset PERQS to the Trustee at
maturity (including as a result of an acceleration or
otherwise), the Issuer shall deliver the aggregate number
of shares of QCOM Stock due with respect to this Reset
PERQS, as described above, but the Issuer shall pay cash
in lieu of delivering any fractional share of QCOM Stock
in an amount equal to the corresponding fractional Market
Price of such fraction of a share of QCOM Stock as
determined by the Calculation Agent as of the second
scheduled Trading Day prior to maturity of this Reset
PERQS.
Exchange Factor............................. The Exchange Factor shall be set initially at 1.0, but shall
be subject to adjustment upon the occurrence of certain
corporate events through and including the second
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scheduled Trading Day immediately prior to maturity.
See "Antidilution Adjustments" below.
Market Price................................ If QCOM Stock (or any other security for which a Market
Price must be determined) is listed on a national securities
exchange, is a security of The Nasdaq National Market or
is included in the OTC Bulletin Board Service ("OTC
Bulletin Board") operated by the National Association of
Securities Dealers, Inc. (the "NASD"), the Market Price for
one share of QCOM Stock (or one unit of any such other
security) on any Trading Day means (i) the last reported
sale price, regular way, on such day on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on which QCOM Stock (or any such other security) is
listed or admitted to trading or (ii) if not listed or
admitted to trading on any such securities exchange or if
such last reported sale price is not obtainable (even if
QCOM Stock (or any such other security) is listed or
admitted to trading on such securities exchange), the last
reported sale price on the over-the-counter market as
reported on the Nasdaq National Market or OTC Bulletin
Board on such day. If the last reported sale price is not
available pursuant to clause (i) or (ii) of the preceding
sentence because of a Market Disruption Event or otherwise,
the Market Price for any Trading Day shall be the mean, as
determined by the Calculation Agent, of the bid prices for
QCOM Stock (or any such other security) obtained from as
many dealers in such stock (which may include MS & Co. or
any of the Issuer's other subsidiaries or affiliates), but
not exceeding three, as will make such bid prices available
to the Calculation Agent. A "security of the Nasdaq
National Market" shall include a security included in any
successor to such system and the term "OTC Bulletin Board
Service" shall include any successor service thereto.
Trading Day................................. A day, as determined by the Calculation Agent, on which
trading is generally conducted on the New York Stock
Exchange ("NYSE"), the American Stock Exchange, Inc.,
the Nasdaq National Market, the Chicago Mercantile
Exchange, the Chicago Board of Options Exchange and
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in the over-the-counter market for equity securities in the
United States.
Acceleration Event.......................... If on any date the product of the Market Price per share of
QCOM Stock, as determined by the Calculation Agent,
and the Exchange Factor is less than $4.00, the maturity
date of this Reset PERQS shall be deemed to be
accelerated to such date, and each $ principal amount
of this Reset PERQS shall be applied by the Issuer as
payment for a number of shares of QCOM Stock at the then
current Exchange Ratio, as adjusted by the then current
Exchange Factor. See also "Antidilution Adjustments" below.
Calculation Agent........................... Morgan Stanley & Co. Incorporated and its successors
("MS & Co.").
Antidilution Adjustments.................... The Exchange Factor shall be adjusted by the Calculation
Agent as follows:
1. If QCOM Stock is subject to a stock split or reverse
stock split, then once such split has become effective,
the Exchange Factor shall be adjusted to equal the
product of the prior Exchange Factor and the number of
shares issued in such stock split or reverse stock
split with respect to one share of QCOM Stock.
2. If QCOM Stock is subject (i) to a stock dividend
(issuance of additional shares of QCOM Stock) that is
given ratably to all holders of shares of QCOM Stock or
(ii) to a distribution of QCOM Stock as a result of the
triggering of any provision of the corporate charter of
QUALCOMM, then once the dividend has become effective
and QCOM Stock is trading ex-dividend, the Exchange
Factor shall be adjusted so that the new Exchange
Factor shall equal the prior Exchange Factor plus the
product of (i) the number of shares issued with respect
to one share of QCOM Stock and (ii) the prior Exchange
Factor.
3. There shall be no adjustments to the Exchange Factor
to reflect cash dividends or other distributions paid
with respect to QCOM Stock other than distributions
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described in clauses (i) and (v) of paragraph 5 below
and Extraordinary Dividends as described below. A cash
dividend or other distribution with respect to QCOM
Stock shall be deemed to be an "Extraordinary Dividend"
if such dividend or other distribution exceeds the
immediately preceding non-Extraordinary Dividend for
QCOM Stock by an amount equal to at least 10% of the
Market Price of QCOM 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 QCOM Stock, the Exchange Factor
with respect to QCOM Stock shall be adjusted on the ex-
dividend date with respect to such Extraordinary
Dividend so that the new Exchange Factor shall equal
the product of (i) the then current Exchange Factor and
(ii) a fraction, the numerator of which is the Market
Price on the Trading Day preceding the ex-dividend
date, and the denominator of which is the amount by
which the Market Price on the Trading Day preceding the
ex-dividend date exceeds the Extraordinary Dividend
Amount. The "Extraordinary Dividend Amount" with
respect to an Extraordinary Dividend for QCOM 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 QCOM 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 QCOM Stock described
in clause (i) or clause (v) of paragraph 5 below that
also constitutes an Extraordinary Dividend shall cause
an adjustment to the Exchange Factor pursuant only to
clause (i) or clause (v) of paragraph 5, as applicable.
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4. If QUALCOMM issues rights or warrants to all holders
of QCOM Stock to subscribe for or purchase QCOM Stock
at an exercise price per share less than the Market
Price of the QCOM Stock on both (i) the date the
exercise price of such rights or warrants is determined
and (ii) the expiration date of such rights or
warrants, and if the expiration date of such rights or
warrants precedes the maturity of this Reset PERQS,
then the Exchange Factor shall be adjusted to equal the
product of the prior Exchange Factor and a fraction,
the numerator of which shall be the number of shares of
QCOM Stock outstanding immediately prior to the
issuance of such rights or warrants plus the number of
additional shares of QCOM Stock offered for
subscription or purchase pursuant to such rights or
warrants and the denominator of which shall be the
number of shares of QCOM Stock outstanding immediately
prior to the issuance of such rights or warrants plus
the number of additional shares of QCOM Stock which the
aggregate offering price of the total number of shares
of QCOM 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 QCOM Stock, including, without limitation, as a
result of the issuance of any tracking stock by
QUALCOMM, (ii) QUALCOMM or any surviving entity or
subsequent surviving entity of QUALCOMM (a "QUALCOMM
Successor") has been subject to a merger, combination
or consolidation and is not the surviving entity, (iii)
any statutory exchange of securities of QUALCOMM or any
QUALCOMM Successor with another corporation occurs
(other than pursuant to clause (ii) above), (iv)
QUALCOMM is liquidated, (v) QUALCOMM issues to all of
its shareholders equity securities of an issuer other
than QUALCOMM (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
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transaction is consummated for all the outstanding
shares of QCOM Stock (any such event in clauses (i)
through (vi) a "Reorganization Event"), the method of
determining the amount payable upon exchange at
maturity for this Reset PERQS shall be adjusted to
provide that each holder of this Reset PERQS shall be
entitled to receive at maturity, in respect of each $
principal amount of this Reset PERQS, securities, cash
or any other assets distributed to holders of QCOM
Stock in any such Reorganization Event, including, in
the case of the issuance of tracking stock, the
reclassified share of QCOM Stock and, in the case of a
Spin-off Event, the share of QCOM Stock with respect to
which the spun-off security was issued (collectively,
the "Exchange Property") in an amount with a value
equal to (a) if the Exchange Ratio has not been
adjusted prior to maturity, the Transaction Value or
(b) if the Exchange Ratio has been adjusted, an amount
equal to the product of the final Exchange Ratio and
the Transaction Value. In addition, following a
Reorganization Event, the method of determining the
Maturity Price shall be adjusted so that the Maturity
Price shall mean the Transaction Value as of the second
scheduled Trading Day immediately prior to maturity,
and if the Reorganization Event occurs prior to the
First Year Determination Date, the First Year Closing
Price shall mean the Transaction Value determined as of
the First Year Determination Date. Notwithstanding the
above, if the Exchange Property received in any such
Reorganization Event consists only of cash, the
maturity date of this Reset PERQS shall be deemed to be
accelerated to the date on which such cash is
distributed to holders of QCOM Stock and the holder of
this Reset PERQS shall receive in lieu of any QCOM
Stock and as liquidated damages in full satisfaction of
the Issuer's obligations under this Reset PERQS the
product of (i) the Transaction Value as of such date
and (ii) the then current Exchange Ratio adjusted as if
such date were the next to occur of either the First
Year Determination Date or the second scheduled Trading
Day prior to maturity. If Exchange Property consists of
more than one type of property, the holder of this
Reset PERQS shall receive at maturity a pro rata share
of each such type of Exchange Property.
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If Exchange Property includes a cash component, the holder
of this Reset PERQS will not receive any interest accrued
on such cash component. "Transaction Value" at any date
means (i) for any cash received in any such Reorganization
Event, the amount of cash received per share of QCOM Stock,
as adjusted by the Exchange Factor at the time of such
Reorganization Event, (ii) for any property other than cash
or securities received in any such Reorganization Event,
the market value, as determined by the Calculation Agent,
as of the date of receipt, of such Exchange Property
received for each share of QCOM Stock, as adjusted by the
Exchange Factor at the time of such Reorganization Event
and (iii) for any security received in any such
Reorganization Event, an amount equal to the Market Price,
as of the date on which the Transaction Value is
determined, per share of such security multiplied by the
quantity of such security received for each share of QCOM
Stock, as adjusted by the Exchange Factor at the time of
such Reorganization Event. In the event Exchange Property
consists of securities, those securities will, in turn, be
subject to the antidilution adjustments set forth in
paragraphs 1 through 5.
For purposes of paragraph 5 above, in the case of a
consummated tender or exchange offer or going-private
transaction involving Exchange Property of a particular
type, Exchange Property shall be deemed to include the
amount of cash or other property paid by the offeror in the
tender or exchange offer with respect to such Exchange
Property (in an amount determined on the basis of the rate
of exchange in such tender or exchange offer or a
going-private transaction). In the event of a tender or
exchange offer or a going-private transaction with respect
to Exchange Property in which an offeree may elect to
receive cash or other property, Exchange Property shall be
deemed to include the kind and amount of cash and other
property received by offerees who elect to receive cash.
No adjustments to the Exchange Factor shall be required
unless such adjustment would require a change of at least
0.1% in the Exchange Factor then in effect. The Exchange
Factor resulting from any of the adjustments
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specified above will be rounded to the nearest one
hundred-thousandth with five one-millionths being rounded
upward.
No adjustments to the Exchange Factor or method of
calculating the Exchange Ratio shall be made other than
those specified above.
Notwithstanding the foregoing, the amount payable by the
Issuer at maturity with respect to this Reset PERQS,
determined as of the second scheduled Trading Day prior to
maturity, shall not under any circumstances exceed an
amount of QCOM Stock having a market price of $ as of such
second scheduled Trading Day.
The Calculation Agent shall be solely responsible for the
determination and calculation of any adjustments to the
Exchange Factor or method of calculating the Exchange Ratio
and of any related determinations and calculations with
respect to any distributions of stock, other securities or
other property or assets (including cash) in connection
with any corporate event described in paragraph 5 above,
and its determinations and calculations with respect
thereto shall be conclusive.
The Calculation Agent shall provide information as to any
adjustments to the Exchange Factor or method of calculating
the Exchange Ratio upon written request by any holder of
this Reset PERQS.
Market Disruption Event..................... "Market Disruption Event" means, with respect to QCOM
Stock (and my other security that may be included as
Exchange Property):
(i) a suspension, absence or material limitation of
trading of QCOM Stock (or any such security) on the
primary market for QCOM 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 QCOM
Stock (or any such security) as a result of which the
reported trading prices for QCOM
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Stock (or any such security) during the last one-half
hour preceding the closing of trading in such market
are materially inaccurate; or the suspension or
material limitation on the primary market for trading
in options contracts related to QCOM Stock (or any such
security), if available, during the one-half hour
period preceding the close of trading in the applicable
market, in each case as determined by the Calculation
Agent in its sole discretion; and
(ii) a determination by the Calculation Agent in its
sole discretion that any event described in clause (i)
above materially interfered with the ability of the
Issuer or any of its affiliates to unwind all or a
material portion of the hedge with respect to the %
Reset PERQS due August 15, 2001 (Mandatorily
Exchangeable for Shares of Common Stock of QUALCOMM
Incorporated).
For purposes of determining whether a Market Disruption
Event has occurred: (1) a limitation on the hours or number
of days of trading shall not constitute a Market Disruption
Event if it results from an announced change in the regular
business hours of the relevant exchange, (2) a decision to
permanently discontinue trading in the relevant option
contract shall not constitute a Market Disruption Event,
(3) limitations pursuant to NYSE Rule 80A (or any
applicable rule or regulation enacted or promulgated by the
NYSE, any other self-regulatory organization or the
Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during
significant market fluctuations shall constitute a
suspension, absence or material limitation of trading, (4)
a suspension of trading in an options contract on QCOM
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 QCOM Stock (or any such security) and
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(5) a suspension, absence or material limitation of trading
on the primary securities market on which options contracts
related to QCOM Stock (or any such security) are traded
shall not include any time when such securities market is
itself closed for trading under ordinary circumstances.
Treatment of Reset PERQS for
United States Federal
Income Tax Purposes......................... The Issuer, by its sale of this Reset PERQS, and the
holders of this Reset PERQS (and any successor holder of
this Reset PERQS), by its respective purchase thereof,
agree (in the absence of an administrative determination
or judicial ruling to the contrary) to characterize this
Reset PERQS for all tax purposes as an investment unit
consisting of (i) a deposit with the Issuer of an amount of
cash, equal to the Issue Price, to secure the holder's
obligation to purchase the QCOM Stock (the "Deposit"),
which Deposit provides for quarterly interest payments at a
rate of % per annum, and (ii) a contract (the "Forward
Contract") that requires the holder of this Reset PERQS to
purchase, and the Issuer to sell, for an amount equal to $
(the "Forward Price"), the QCOM Stock at maturity (or,
alternatively, upon an earlier redemption of this Reset
PERQS).
A-15
</TABLE>
<PAGE>
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 QCOM
Stock (or other Exchange Property), as determined in accordance with the
provisions set forth under "Exchange at Maturity" above, due with respect to
the principal sum of U.S.$ (UNITED STATES DOLLARS ) on
the Maturity Date specified above (except to the extent redeemed or repaid
prior to maturity) and to pay interest thereon at the Interest Rate per annum
specified above, from and including the Interest Accrual Date specified above
until the principal hereof is paid or duly made available for payment weekly,
monthly, quarterly, semiannually or annually in arrears as specified above as
the Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; and provided, further, that
if this Note is subject to "Annual Interest Payments," interest payments shall
be made annually in arrears and the term "Interest Payment Date" shall be
deemed to mean the first day of March in each year.
Interest on this Note will accrue from and including the most recent
date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until, but excluding the date the principal hereof has been paid or duly
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day (as defined below)) (each such date a "Record Date"); provided,
however, that interest payable at maturity (or any redemption or repayment
date) will be payable to the person to whom the principal hereof shall be
payable. As used herein, "Business Day" means any day, other than a Saturday
or Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in
The City of New York or (y) if this Note is denominated in a Specified
Currency other than U.S. dollars, Australian dollars or euro, in the principal
financial center of the country of the Specified Currency, or (z) if this Note
is denominated in Australian dollars, in Sydney and (b) if this Note is
denominated in euro, that is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System ("TARGET") is operating (a
"TARGET Settlement Day")
Payment of the principal of this Note, any premium and the interest
due at maturity (or any redemption or repayment date), unless this Note is
denominated in a Specified Currency other than U.S. dollars and is to be paid
in whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine, in U.S. dollars. U.S.
A-16
<PAGE>
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
A-17
<PAGE>
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.
A-18
<PAGE>
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
A-19
<PAGE>
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
A-20
<PAGE>
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
A-21
<PAGE>
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
A-22
<PAGE>
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
A-23
<PAGE>
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.
A-24
<PAGE>
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.
A-25
<PAGE>
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.
A-26
<PAGE>
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.
----------------------
A-27
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------
[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.
A-28
<PAGE>
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.
A-29
