FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP:
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.
A-1
<PAGE>
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
RESET PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")
RESET PERQS DUE FEBRUARY , 2003
RESET PERQS MANDATORILY EXCHANGEABLE
FOR AMERICAN DEPOSITARY RECEIPTS
REPRESENTING ORDINARY SHARES OF
NOKIA CORPORATION
<TABLE>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 2000 DATE: N/A annum (equivalent February , 2003
to $ per
annum per Reset
PERQS)
-----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 2000 PERCENTAGE: N/A DATES: Each February REPAYMENT
__, May __, August __ DATE(S): N/A
and November __,
beginning February ,
2001
-----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
-----------------------------------------------------------------------------------------------------------------------
IF SPECIFIED APPLICABILITY OF If yes, state Issue Price:
CURRENCY OTHER ANNUAL INTEREST N/A
THAN U.S. DOLLARS, PAYMENTS: N/A
OPTION TO ELECT
PAYMENT IN U.S.
DOLLARS: N/A
-----------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
-----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
(See below)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
Record Date................... The Record Date for each Interest Payment
Date, including the Maturity Date, shall be
the date 15 calendar
A-2
<PAGE>
days prior to such Interest Payment Date,
whether or not that date is a Business Day.
Denominations................. $ and integral multiples thereof
First Year Cap Price.......... $
First Year Determination Date. February , 2002 (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 Nokia ADR 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 American Depositary
Receipt representing ordinary shares of Nokia
Corporation (the "Nokia ADRs" and each a
"Nokia ADR") the Exchange Factor, each
determined as of the second scheduled Trading
Day immediately prior to maturity.
Exchange at Maturity.......... At maturity, 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
Nokia ADRs at the Exchange Ratio. The
Exchange Ratio, initially set at 0.20, is
subject to adjustment on the First Year
Determination Date and at maturity in order to
cap the value of the Nokia ADRs 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 Nokia ADRs 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.
A-3
<PAGE>
If the First Year Closing Price, as
determined by the Calculation Agent, is less
than or equal to $ (the "First Year Cap
Price"), no adjustment to the Exchange Ratio
shall be made at such time. If the First Year
Closing Price exceeds the First Year Cap
Price, the Exchange Ratio shall be adjusted
by the Calculation Agent so that the new
Exchange Ratio shall equal the product of (i)
the existing Exchange Ratio and (ii) a
fraction the numerator of which shall be the
First Year Cap Price and the denominator of
which shall be the First Year Closing Price.
In addition, on the First Year Determination
Date, the Calculation Agent shall establish
the "Second Year Cap Price" that shall be
equal to the greater of (x) % of the
First Year Closing Price and (y) the First
Year Cap Price. The Issuer shall cause the
Calculation Agent promptly to send written
notice of the Second Year Cap Price and of
any such adjustment to the Exchange Ratio by
first-class mail to The Depository Trust
Company, New York, New York (the
"Depositary").
If the Maturity Price, as determined by the
Calculation Agent, is less than or equal to
the Second Year Cap Price, no further
adjustment to the Exchange Ratio shall be
made. If the Maturity Price exceeds the
Second Year Cap Price, the then existing
Exchange Ratio shall be adjusted by the
Calculation Agent so that the final Exchange
Ratio shall equal the product of (i) the
existing Exchange Ratio and (ii) a fraction
the numerator of which shall be the Second
Year Cap Price and the denominator of which
shall be the Maturity Price.
The number of Nokia ADRs 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 Nokia ADRs as a result of
any corporate event described under
"Antidilution Adjustments" below, in each
case, required to be made at or prior to the
close of business on the second Trading Day
immediately prior to maturity.
A-4
<PAGE>
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., $12.34565
would be rounded to $12.3457); and all dollar
amounts related to payouts 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 number of Nokia ADRs
(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 Nokia ADRs (or of any other
securities included in the Exchange Property,
if applicable) allocated to each $
principal amount of this Reset PERQS;
provided that, if the maturity date of this
Reset PERQS is accelerated (x) because of the
consummation of a Reorganization Event (as
defined in paragraph 5 of the "Antidilution
Adjustments" below) where the Exchange
Property consists only of cash or (y) because
of an Acceleration Event or otherwise, the
Issuer shall give notice of such acceleration
as promptly as possible, and in no case later
than two Business Days following such deemed
maturity date, (i) to the holder of this
Reset PERQS by mailing notice of such
acceleration by first class mail, postage
prepaid and (ii) to the Trustee and the
Depositary by telephone or facsimile confirmed
by mailing such notice to the Trustee at its
New York office and to the Depositary by
first class mail, postage prepaid. Any
notice that is mailed in the manner herein
provided shall be conclusively presumed to
have been duly given, whether or not the
holder of this Reset PERQS receives the
notice. If the maturity of this Reset PERQS
is accelerated in the manner described in the
immediately preceding sentence, no interest
on the
A-5
<PAGE>
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 Nokia ADRs, 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 Nokia
ADRs (or any Exchange Property) and cash in
respect of interest and any fractional Nokia
ADRs (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 Nokia
ADRs (and, if applicable, any Exchange
Property) due at maturity.
No Fractional ADRs............ 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 Nokia
ADRs due with respect to this Reset PERQS, as
described above, but the Issuer shall pay
cash in lieu of delivering any fractional
Nokia ADR in an amount equal to the
corresponding fractional Market Price of such
fraction of a Nokia ADR as determined by the
Calculation Agent as of the second scheduled
Trading Day prior to maturity of this Reset
PERQS.
Exchange Factor............... The Exchange Factor shall be set initially at
1.0, but shall be subject to adjustment upon
the occurrence of certain corporate events
through and including the second scheduled
Trading Day immediately prior to maturity.
See "Antidilution Adjustments" below.
Market Price.................. If Nokia ADRs (or any other security for
which a Market Price must be determined) are
listed on a national
A-6
<PAGE>
securities exchange, are securities of The
Nasdaq National Market or are 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 Nokia ADR (or one unit of
any such other security) on any Trading Day
means (i) the last reported sale price,
regular way, of the principal trading session
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 Nokia ADRs (or
any such other security) are 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 Nokia ADRs (or any
such other security) are listed or admitted to
trading on such securities exchange), the last
reported sale price of the principal trading
session 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 of the principal trading
session 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 Nokia ADRs (or any such
other security) obtained from as many dealers
in such securities (which may include MS & Co.
or any of the Issuer's other subsidiaries or
affiliates), but not exceeding three, as will
make such bid prices available to the
Calculation Agent. A "security of the Nasdaq
National Market" shall include a security
included in any successor to such system and
the term "OTC Bulletin Board Service" shall
include any successor service thereto.
Trading Day................... A day, as determined by the Calculation
Agent, on which trading is generally
conducted on the New York Stock Exchange
("NYSE"), the American Stock Exchange, Inc.,
the Nasdaq National Market, the Chicago
Mercantile Exchange, the Chicago Board of
Options Exchange and in the over-the-counter
market for equity securities in the United
States.
A-7
<PAGE>
Acceleration Event............ If on any date the product of the Market
Price per Nokia ADR, 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
Nokia ADRs 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 Nokia ordinary shares are subject to a
stock split or reverse stock split, then once
such split has become effective, the Exchange
Factor will be proportionately adjusted;
provided, however that if (and to the extent
that) Nokia Corporation ("Nokia") or the
Depositary for the Nokia ADRs has adjusted the
number of Nokia ordinary shares represented by
each Nokia ADR so that the price of such Nokia
ADR would not be affected by such stock split
or reverse stock split, no adjustment of the
Exchange Factor shall be made.
2. If the Nokia ordinary shares are subject
(i) to a stock dividend (issuance of
additional shares of Nokia ordinary shares)
that is given ratably to all holders of shares
of Nokia ordinary shares or (ii) to a
distribution of Nokia ordinary shares as a
result of the triggering of any provision of
the corporate charter of Nokia, then if and
when the dividend has become effective with
regard to Nokia ADRs and Nokia ADRs are
trading ex-dividend, the Exchange Factor will
be proportionately adjusted; provided, however
that if (and to the extent that) Nokia or the
depositary for the Nokia ADRs has adjusted the
number of Nokia ordinary shares represented by
each Nokia ADR so that the price of such Nokia
ADR would not be affected by such stock
dividend, no adjustment of the Exchange Ratio
shall be made.
A-8
<PAGE>
3. There shall be no adjustments to the
Exchange Factor to reflect cash dividends or
other distributions paid with respect to Nokia
ordinary shares other than distributions
described in clauses (i) and (v) of paragraph
5 below unless such cash dividends or other
distributions, when and as passed through to
holders of Nokia ADRs constitute Extraordinary
ADR Dividends as described below. A cash
dividend or other distribution paid with
respect to Nokia ADRs will be deemed to be an
"Extraordinary ADR Dividend" if such dividend
or other distribution exceeds the immediately
preceding non-Extraordinary Dividend for
Nokia ADRs by an amount equal to at least 10%
of the Market Price for Nokia ADRs (as
adjusted for any subsequent corporate event
requiring an adjustment hereunder, such as a
stock split or reverse stock split) on the
Exchange Trading Day preceding the ex-dividend
date with respect to such ADRs for the payment
of such Extraordinary ADR Dividend (the "ex-
dividend date"). If an Extraordinary ADR
Dividend occurs with respect to Nokia ADRs,
the Exchange Factor with respect to Nokia ADRs
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 for Nokia ADRs on
the NYSE Trading Day preceding the ex-
dividend date, and the denominator of which is
the amount by which the Market Price for Nokia
ADRs on the NYSE Trading Day preceding the
ex-dividend date exceeds the Extraordinary ADR
Dividend Amount. The "Extraordinary ADR
Dividend Amount" with respect to an
Extraordinary ADR Dividend shall equal (i) in
the case of cash dividends or other
distributions that constitute regular
dividends, the amount per share of such
Extraordinary ADR Dividend minus the amount
per Nokia ADR of the immediately preceding
non-Extraordinary ADR Dividend or (ii) in the
case of cash dividends or other distributions
that do not constitute regular dividends, the
amount per Nokia of such Extraordinary ADR
Dividend. To the extent an Extraordinary ADR
Dividend is not paid in cash, the value of the
non-cash component will be determined by the
Calculation Agent, whose determination shall
be conclusive. A distribution on Nokia ADRs
described in
A-9
<PAGE>
clause (i) or clause (v) of paragraph 5 below
that also constitutes an Extraordinary ADR
Dividend shall cause an adjustment to the
Exchange Factor pursuant only to clause (i) or
clause (v) of paragraph 5, as applicable.
4. If (i) Nokia issues rights or warrants to
all holders of Nokia ordinary shares to
subscribe for or purchase Nokia ordinary
shares at an exercise price per share less
than the market price of Nokia ordinary shares
on both (a) the date the exercise price of
such rights or warrants is determined and (b)
the expiration date of such rights or warrants
and (ii) if the expiration date of such rights
or warrants precedes the maturity of the Reset
PERQS, then to the extent that such rights or
warrants are passed through to the holders of
Nokia ADRs or the holders of Nokia ADRs
receive cash or other property as a
consequence of the issuance of such rights or
warrants, the Calculation Agent will make a
proportional adjustment to the Exchange
Factor; provided, however, that if (and to the
extent that) Nokia or the depositary for the
Nokia ADRs has adjusted the number of Nokia
ordinary shares represented by each Nokia ADR
so that the price of such Nokia ADR would not
be affected by the issuance of such rights or
warrants, no adjustment of the Exchange Factor
shall be made.
5. If (i) there occurs any reclassification
or change of Nokia ordinary shares, 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, (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 Nokia
ordinary shares (any such event in clauses (i)
through (vi) a "Reorganization Event"), the
method of determining the
A-10
<PAGE>
amount payable upon exchange at maturity for
this Reset PERQS shall be adjusted to provide
that the holder of this Reset PERQS shall
receive at maturity, in respect of each $
principal amount of this Reset PERQS,
securities, cash or any other assets
distributed to holders of Nokia ADRs in or as
a result of any such Reorganization Event,
including (i) in the case of the issuance of
tracking stock or a Spin-off Event, the Nokia
ADRs with respect to which the tracking stock
or spun-off security was issued and (ii) in
the case of any other Reorganization Event
where the Nokia ADRs continue to be held by
the holders receiving such distribution, the
Nokia ADRs (collectively, the "Exchange
Property") in an amount with a value equal to
the product of the final Exchange Ratio and
the Transaction Value; provided, however, that
if Nokia or the depositary for the Nokia ADRs
has adjusted the Nokia ADRs so that they
represent all of the Exchange Property, no
adjustment to the method of calculating the
Exchange Ratio or of determining the Maturity
Price shall be made. In addition, following a
Reorganization Event, the method of
determining the Maturity Price will be
adjusted so that the Maturity Price will mean
the Transaction Value as of the second
scheduled Exchange Trading Day immediately
prior to maturity, and if the Reorganization
Event occurs prior to the First Year
Determination Date, the First Year Closing
Price will 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 by a holder of Nokia
ADRs, 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 Nokia ADRs and the
holders of this Reset PERQS shall receive in
lieu of any Nokia ADRs 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 Exchange Trading
Day prior to maturity. If Exchange Property
consists of more than one type of property,
the holder of this Reset PERQS shall receive
at maturity a pro rata share of each such type
of Exchange Property. If Exchange Property
includes a cash
A-11
<PAGE>
component, the holder of this Reset PERQS
shall not receive any interest accrued on such
cash component. "Transaction Value" at any
date means (i) for any cash received by a
holder of Nokia ADRs in any such
Reorganization Event, the amount of cash
received per Nokia ADR, as adjusted by the
Exchange Factor at the time of such
Reorganization Event, (ii) for any property
other than cash or securities received by a
holder of Nokia ADRs 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 Nokia ADR, 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 of
such security, 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 Nokia ADR, 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
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.
In the event that Nokia or the depositary for
the Nokia ADRs elect, in the absence of any of
the events described above, to change the
number of ordinary shares that are represented
by each Nokia ADR, the Exchange Factor on
A-12
<PAGE>
any NYSE Trading Day after the change becomes
effective will be proportionately adjusted.
No adjustments to the Exchange Factor will be
required unless such adjustment would require
a change of at least 0.1% in the Exchange
Factor then in effect. The Exchange Factor
resulting from any of the adjustments
specified above will be rounded to the nearest
one hundred-thousandth with five
one-millionths being rounded upward.
The Calculation Agent is not required to make
any adjustments to the Exchange Factor or
method of calculating the Exchange Ratio other
than those specified above. However, the
Issuer may, at its sole discretion, cause the
Calculation Agent to make additional changes
to the Exchange Factor or the method of
calculating the Exchange Ratio upon the
occurrence of corporate or other similar
events that could potentially affect market
prices of, or shareholders' rights in, the
Nokia ADRs (or other Exchange Property) but
only to reflect such changes, and not with the
aim of changing relative investment risk.
Notwithstanding the foregoing, the amount
payable by the Issuer at maturity with respect
to this Reset PERQS, determined as of the
second scheduled Exchange Trading Day prior to
maturity, shall not under any circumstances
exceed an amount of Nokia ADRs having a market
value of $ as of such second scheduled
Exchange 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 in
the absence of manifest error.
The Calculation Agent will provide information
as to any adjustments to the Exchange Factor
or method of
A-13
<PAGE>
calculating the Exchange Ratio upon written
request by the holder of this Reset PERQS.
Market Disruption Event....... "Market Disruption Event" means, with respect
to Nokia ADRs (or, if applicable, the Nokia
ordinary shares):
(i) a suspension, absence or material
limitation of trading of Nokia ADRs or
Nokia ordinary shares on the primary
market for Nokia ADRs or Nokia ordinary
shares for more than two hours of trading
or during the one-half hour period
preceding the close of the principal
trading session in such market; or a
breakdown or failure in the price and
trade reporting systems of the primary
market for Nokia ADRs or Nokia ordinary
shares as a result of which the reported
trading prices for Nokia ADRs or Nokia
ordinary shares during the last one-half
hour preceding the closing of the
principal trading session 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 ADRs or
Nokia ordinary shares, if available,
during the one-half hour period preceding
the close of the principal trading session
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 or adjust all or a material portion
of the hedge with respect to the %
Reset PERQS Due February , 2003
(Mandatorily Exchangeable for American
Depositary Receipts Representing Ordinary
Shares 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
A-14
<PAGE>
Disruption Event, (3) limitations pursuant to
NYSE Rule 80A (or any applicable rule or
regulation enacted or promulgated by the NYSE,
any other United States self-regulatory
organization, the Securities and Exchange
Commission, the Helsinki Stock Exchange or
other relevant authority that is of similar
scope to Rule 80A 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 Nokia ADRs
or Nokia ordinary shares 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 will constitute a suspension,
absence or material limitation of trading in
options contracts related to Nokia ADRs or
Nokia ordinary shares and (5) a suspension,
absence or material limitation of trading on
the primary securities market on which options
contracts related to Nokia ADRs or Nokia
ordinary shares 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 Nokia
ADRs (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 Nokia ADRs at
maturity (or, alternatively, upon an earlier
redemption of this Reset PERQS).
A-15
<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 Nokia ADRs (or
other Exchange Property), as determined in accordance with the provisions set
forth under "Exchange at Maturity" above, due with respect to
the principal sum of U.S.$ (UNITED STATES DOLLARS
) on the Maturity Date specified above (except to
the extent redeemed or repaid prior to maturity) and to pay interest thereon
at the Interest Rate per annum specified above, from and including the
Interest Accrual Date specified above until the principal hereof is paid or
duly made available for payment weekly, monthly, quarterly, semiannually or
annually in arrears as specified above as the Interest Payment Period on each
Interest Payment Date (as specified above), commencing on the Interest Payment
Date next succeeding the Interest Accrual Date specified above, and at
maturity (or on any redemption or repayment date); provided, however, that if
the Interest Accrual Date occurs between a Record Date, as defined below, and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and provided, further, that if this Note is subject to
"Annual Interest Payments," interest payments shall be made annually in
arrears and the term "Interest Payment Date" shall be deemed to mean the first
day of March in each year.
Interest on this Note will accrue from and including the most recent date
to which interest has been paid or duly provided for, or, if no interest has
been paid or duly provided for, from and including the Interest Accrual Date,
until, but excluding the date the principal hereof has been paid or duly made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day (as defined below)) (each such date a "Record Date"); provided, however,
that interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New
York or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or euro, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").
Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or
in part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or
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<PAGE>
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
A-17
<PAGE>
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 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
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<PAGE>
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
A-21
<PAGE>
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
A-22
<PAGE>
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
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<PAGE>
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
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<PAGE>
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.
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<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.
---------
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<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]
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
[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.
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<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
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(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.
A-28
