FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 61744Y694
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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<PAGE>
<TABLE>
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 DECEMBER , 2002
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
XILINX, INC.
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 2000 DATE: N/A annum (equivalent December , 2002
to $ per
annum per Reset
PERQS)
------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 2000 PERCENTAGE: N/A DATES: Each March REPAYMENT
__, June __, September DATE(S): N/A
__ and December __,
beginning December 30,
2000
------------------------------------------------------------------------------------------------------------------
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>
<TABLE>
<S> <C>
Record Date................................. The Record Date for each Interest Payment Date,
including the Maturity Date, shall be the date 15 calendar
days prior to such Interest Payment Date, whether or not
that date is a Business Day.
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Denominations............................... $ and integral multiples thereof
First Year Cap Price........................ $
First Year Determination Date............... December , 2001 (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 Xilinx 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, $0.01 par value ("Xilinx
Stock"), of Xilinx, Inc. ("Xilinx") and (ii) 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
shares of Xilinx Stock 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 Xilinx 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 Xilinx
Stock to be delivered at maturity shall also be adjusted by
an Exchange Factor, initially set at 1.0. See "Exchange
Factor" and "Antidilution Adjustments" below.
If the First Year Closing Price, as determined by the Calculation
Agent, is less than or equal to $ (the "First Year Cap Price"), no
adjustment to the Exchange Ratio shall be made at such time. If
the First Year Closing Price exceeds the First Year Cap Price, the
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<PAGE>
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 Xilinx 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 Xilinx Stock as a result of any
corporate event described under "Antidilution Adjustments" below,
in each case, required to be made prior to the close of business
on the second Trading Day immediately prior to maturity.
All calculations with respect to the Exchange Ratios for the Reset
PERQS shall be rounded to the nearest one hundred-thousandth, with
five one-millionths rounded upwards (e.g., .876545 would be
rounded to .87655); all calculations with respect to the Second
Year Cap Price
A-4
<PAGE>
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
amount of Xilinx 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 Xilinx Stock (or of any other securities
included in the Exchange Property, if applicable) allocated to
each $ principal amount of this Reset PERQS; provided that, if the
maturity date of this Reset PERQS is accelerated (x) because of
the consummation of a Reorganization Event (as defined in
paragraph 5 of the "Antidilution Adjustments" below) where the
Exchange Property consists only of cash or (y) because of an
Acceleration Event or otherwise, the Issuer shall give notice of
such acceleration as promptly as possible, and in no case later
than two Business Days following such deemed maturity date, (i) to
the holder of this Reset PERQS by mailing notice of such
acceleration by first class mail, postage prepaid and (ii) to the
Trustee and the Depositary by telephone or facsimile confirmed by
mailing such notice to the Trustee at its New York office and to
the Depositary by first class mail, postage prepaid. Any notice
that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of
this Reset PERQS receives the notice. If the maturity of this
Reset PERQS is accelerated in the manner described in the
immediately preceding sentence, no interest on the amounts payable
with respect to this Reset PERQS shall accrue for the period from
and after such accelerated maturity date; provided, that the
Issuer has deposited with the Exchange Agent
the Xilinx Stock, the Exchange
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<PAGE>
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 Xilinx Stock (or any Exchange Property) and
cash in respect of interest and any fractional shares of Xilinx
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
Xilinx 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 Xilinx 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 Xilinx Stock
in an amount equal to the corresponding fractional Market
Price of such fraction of a share of Xilinx Stock as
determined by the Calculation Agent as of the second
scheduled Trading Day prior to maturity of this Reset
PERQS.
Exchange Factor............................. The Exchange Factor shall be set initially at 1.0, but shall
be subject to adjustment upon the occurrence of certain
corporate events through and including the second
scheduled Trading Day immediately prior to maturity.
See "Antidilution Adjustments" below.
Market Price................................ If Xilinx 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
A-6
<PAGE>
Bulletin Board") operated by the National Association of
Securities Dealers, Inc. (the "NASD"), the Market Price for one
share of Xilinx Stock (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
Xilinx 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 Xilinx Stock (or any such other security) is
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 Xilinx Stock (or any such other security)
obtained from as many dealers in such stock (which may include MS
& Co. or any of the Issuer's other subsidiaries or affiliates),
but not exceeding three, as will make such bid prices available to
the Calculation Agent. A "security of the Nasdaq National Market"
shall include a security included in any successor to such system
and the term "OTC Bulletin Board Service" shall include any
successor service thereto.
Trading Day................................. A day, as determined by the Calculation Agent, on which
trading is generally conducted on the New York Stock
Exchange ("NYSE"), the American Stock Exchange, Inc.,
the Nasdaq National Market, the Chicago Mercantile
Exchange, the Chicago Board of Options Exchange and
in the over-the-counter market for equity securities in the
United States.
Acceleration Event.......................... If on any date the product of the Market Price per share of
Xilinx 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
A-7
<PAGE>
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 Xilinx 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 Xilinx 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 Xilinx
Stock.
2. If Xilinx Stock is subject (i) to a stock dividend (issuance of
additional shares of Xilinx Stock) that is given ratably to all
holders of shares of Xilinx Stock or (ii) to a distribution of
Xilinx Stock as a result of the triggering of any provision of the
corporate charter of Xilinx, then once the dividend has become
effective and Xilinx 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 Xilinx 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 Xilinx
Stock other than distributions described in clauses (i) and (v) of
paragraph 5 below and Extraordinary Dividends as described below.
A cash dividend or other distribution with respect to Xilinx Stock
shall be deemed to be an "Extraordinary Dividend" if such dividend
or other distribution exceeds the immediately preceding
non-Extraordinary Dividend for Xilinx Stock by an amount equal to
at least 10% of the Market Price of Xilinx Stock (as adjusted for
any subsequent corporate event requiring an adjustment
A-8
<PAGE>
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 Xilinx Stock, the
Exchange Factor with respect to Xilinx 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 Xilinx 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 Xilinx 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 Xilinx Stock described in clauses (i) and (v)
of paragraph 5 below that also constitutes an Extraordinary
Dividend shall cause an adjustment to the Exchange Factor pursuant
only to clause (i) or clause (v) of paragraph 5, as applicable.
4. If Xilinx issues rights or warrants to all holders of Xilinx
Stock to subscribe for or purchase Xilinx Stock at an exercise
price per share less than the Market Price of the Xilinx 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 Xilinx Stock outstanding
A-9
<PAGE>
immediately prior to the issuance of such rights or warrants plus
the number of additional shares of Xilinx Stock offered for
subscription or purchase pursuant to such rights or warrants and
the denominator of which shall be the number of shares of Xilinx
Stock outstanding immediately prior to the issuance of such rights
or warrants plus the number of additional shares of Xilinx Stock
which the aggregate offering price of the total number of shares
of Xilinx 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 Xilinx
Stock, including, without limitation, as a result of the issuance
of any tracking stock by Xilinx, (ii) Xilinx or any surviving
entity or subsequent surviving entity of Xilinx (a "Xilinx
Successor") has been subject to a merger, combination or
consolidation and is not the surviving entity, (iii) any statutory
exchange of securities of Xilinx or any Xilinx Successor with
another corporation occurs (other than pursuant to clause (ii)
above), (iv)Xilinx is liquidated, (v)Xilinx issues to all of its
shareholders equity securities of an issuer other than Xilinx
(other than in a transaction described in clauses (ii), (iii) or
(iv) above) (a "Spin-off Event") or (vi) a tender or exchange
offer or going-private transaction is consummated for all the
outstanding shares of Xilinx Stock (any such event in clauses (i)
through (vi) a "Reorganization Event"), the method of determining
the amount payable upon exchange at maturity for this Reset PERQS
shall be adjusted to provide that each holder of this Reset PERQS
shall be entitled to receive at maturity, in respect of each $
principal amount of this Reset PERQS, securities, cash or any
other assets distributed in any such Reorganization Event,
including, in the case of the issuance of tracking stock, the
reclassified share of Xilinx Stock and, in the case of a Spin-off
Event, the share of Xilinx Stock with respect to which the
spun-off security was issued (collectively, the "Exchange
A-10
<PAGE>
Property") in an amount with a value 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 Xilinx Stock and the holder of this
Reset PERQS shall receive in lieu of any Xilinx Stock and as
liquidated damages in full satisfaction of the Issuer's
obligations under this Reset PERQS the product of (i) the
Transaction Value as of such date and (ii) the then current
Exchange Ratio adjusted as if such date were the next to occur of
either the First Year Determination Date or the second scheduled
Trading Day prior to maturity. If Exchange Property consists of
more than one type of property, the holder of this Reset PERQS
shall receive at maturity a pro rata share of each such type of
Exchange Property. If Exchange Property includes a cash component,
the holder of this Reset PERQS will not receive any interest
accrued on such cash component. "Transaction Value" at any date
means (i) for any cash received in any such Reorganization Event,
the amount of cash received per share of Xilinx 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 Xilinx 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 Xilinx Stock, as
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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
offer or in the tender or exchange offer with respect to such
Exchange Property (in an amount determined on the basis of the
rate of exchange in such tender or exchange offer or a
going-private transaction). In the event of a tender or exchange
offer or going-private transaction with respect to Exchange
Property in which an offeree may elect to receive cash or other
property, Exchange Property shall be deemed to include the kind
and amount of cash and other property received by offerees who
elect to receive cash.
No adjustments to the Exchange Factor shall be required unless
such adjustment would require a change of at least 0.1% in the
Exchange Factor then in effect. The Exchange Factor resulting from
any of the adjustments specified above will be rounded to the
nearest one hundred-thousandth with five one-millionths being
rounded upward.
No adjustments to the Exchange Factor or method of calculating the
Exchange Ratio shall be made other than those specified above.
Notwithstanding the foregoing, the amount payable by the Issuer at
maturity with respect to this Reset PERQS, determined as of the
second scheduled Trading Day prior to maturity, shall not under
any circumstances exceed an amount of Xilinx 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
A-12
<PAGE>
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 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 Xilinx
Stock (and my other security that may be included as
Exchange Property):
(i) a suspension, absence or material limitation of trading
of Xilinx Stock (or any such security) on the primary market
for Xilinx Stock (or any such security) 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 Xilinx Stock (or any such
security) as a result of which the reported trading prices
for Xilinx Stock (or any such security) during the last
one-half hour preceding the closing of the principal trading
session in such market are materially inaccurate; or the
suspension or material limitation on the primary market for
trading in options contracts related to Xilinx Stock (or any
such security), 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 all or a material portion of the
hedge with respect to the % Reset PERQS due December 30, 2002
(Mandatorily Exchangeable for Shares of Common Stock of
Xilinx, Inc.).
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<PAGE>
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 Xilinx 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 Xilinx Stock
(or any such security) and (5) a suspension, absence or material
limitation of trading on the primary securities market on which
options contracts related to Xilinx Stock (or any such security)
are traded shall not include any time when such securities market
is itself closed for trading under ordinary circumstances.
In case an event of default with respect to the Reset PERQS shall
have occurred and be continuing, the amount declared due and
payable upon any acceleration of the Reset PERQS shall be
determined by the Calculation Agent and shall be equal to the
product of (i) the Market Price of Xilinx Stock as of the date of
such acceleration and (ii) the then current Exchange Ratio
adjusted as if such date were the second scheduled Trading Day
prior to maturity and, if such date occurs prior to the First Year
Determination Date, the First Year Determination Date.
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<PAGE>
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 Xilinx 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 Xilinx 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 Xilinx Stock (or
other Exchange Property), as determined in accordance with the provisions set
forth under "Exchange at Maturity" above, due with respect to the principal sum
of U.S.$ (UNITED STATES DOLLARS ) on the Maturity Date
specified above (except to the extent redeemed or repaid prior to maturity) and
to pay interest thereon at the Interest Rate per annum specified above, from
and including the Interest Accrual Date specified above until the principal
hereof is paid or duly made available for payment weekly, monthly, quarterly,
semiannually or annually in arrears as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing on the
Interest Payment Date next succeeding the Interest Accrual Date specified
above, and at maturity (or on any redemption or repayment date); provided,
however, that if the Interest Accrual Date occurs between a Record Date, as
defined below, and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date succeeding the Interest
Accrual Date to the registered holder of this Note on the Record Date with
respect to such second Interest Payment Date; and provided, further, that if
this Note is subject to "Annual Interest Payments," interest payments shall be
made annually in arrears and the term "Interest Payment Date" shall be deemed
to mean the first day of March in each year.
Interest on this Note will accrue from and including the most recent
date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until, but excluding the date the principal hereof has been paid or duly
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day (as defined below)) (each such date a "Record Date"); provided,
however, that interest payable at maturity (or any redemption or repayment
date) will be payable to the person to whom the principal hereof shall be
payable. As used herein, "Business Day" means any day, other than a Saturday or
Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in
The City of New York or (y) if this Note is denominated in a Specified Currency
other than U.S. dollars, Australian dollars or euro, in the principal financial
center of the country of the Specified Currency, or (z) if this Note is
denominated in Australian dollars, in Sydney and (b) if this Note is
denominated in euro, that is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System ("TARGET") is operating (a
"TARGET Settlement Day").
Payment of the principal of this Note, any premium and the interest
due at maturity (or any redemption or repayment date), unless this Note is
denominated in a Specified Currency other than U.S. dollars and is to be paid
in whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine, in U.S. dollars. U.S. dollar payments of interest,
other than interest due at maturity or on any date of redemption or
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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
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<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
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<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
A-22
<PAGE>
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all such
series and interest accrued thereon to be due and payable immediately and (b)
if an Event of Default due to a default in the performance of any other of the
covenants or agreements in the Senior Indenture applicable to all outstanding
debt securities issued thereunder, including this Note, or due to certain
events of bankruptcy or insolvency of the Issuer, shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in principal
amount of all debt securities issued under the Senior Indenture then
outstanding (treated as one class) may declare the principal of all such debt
securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then
outstanding.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption or
repayment thereof, or change the currency of payment thereof, or modify or
amend the provisions for conversion of any currency into any other currency, or
modify or amend the provisions for conversion or exchange of the debt security
for securities of the Issuer or other entities (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof
without the consent of the holder of each debt security so affected or (b)
reduce the aforesaid
A-23
<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
