FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 61744Y728
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.
<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 OCTOBER 30, 2002
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
YAHOO! INC.
<TABLE>
<S> <C> <C> <C>
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ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 2000 DATE: N/A annum (equivalent October 30, 2002
to $ per
annum per Reset
PERQS)
-------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 2000 PERCENTAGE: N/A DATES: Each January REPAYMENT
__, April __, July __ DATE(S): N/A
and October __,
beginning October __,
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
CURRENCY OTHER ANNUAL INTEREST Issue Price: 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 days prior to such
Interest Payment Date, whether or not that
date is a Business Day.
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<PAGE>
Denominations................. $ and integral multiples thereof
First Year Cap Price.......... $
First Year Determination Date. October 30, 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 Yahoo!
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,
$.01 par value ("Yahoo! Stock"), of YAHOO!
INC. ("Yahoo!") 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 Yahoo! Stock at the Exchange Ratio.
The initial 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 Yahoo! 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
Yahoo! 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 Yahoo! 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 Yahoo! 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
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<PAGE>
will be rounded to the nearest ten-thousandth,
with five one-hundred-thousandths rounded
upwards (e.g., $12.34567 would be rounded to
$12.3457); and all dollar amounts related to
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 Yahoo!
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 Yahoo! 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 Yahoo! 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 Yahoo! Stock (or any Exchange Property)
and cash in respect of interest and any
fractional shares of Yahoo! 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 Yahoo!
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 Yahoo! 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 Yahoo! Stock in an amount
equal to the corresponding fractional Market
Price of such fraction of a share of Yahoo!
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 Yahoo! 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
Yahoo! 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 Yahoo! 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
Yahoo! 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 Yahoo! 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 Yahoo! 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 Yahoo! 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 Yahoo! 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
Yahoo! Stock.
2. If Yahoo! Stock is subject (i) to a stock
dividend (issuance of additional shares of
Yahoo! Stock) that is given ratably to all
holders of shares of Yahoo! Stock or (ii) to a
distribution of Yahoo! Stock as a result of
the triggering of any provision of the
corporate charter of Yahoo!, then once the
dividend has become effective and Yahoo! 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 Yahoo!
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
Yahoo! 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 Yahoo! Stock
shall be deemed to be an "Extraordinary
Dividend" if such dividend or other
distribution exceeds the immediately preceding
non-Extraordinary Dividend for Yahoo! Stock by
an amount equal to at least 10% of the Market
Price of Yahoo! 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 Yahoo! Stock, the Exchange
Factor with respect to Yahoo! 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 Yahoo! 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 Yahoo! 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 Yahoo! 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 Yahoo! issues rights or warrants to all
holders of Yahoo! Stock to subscribe for or
purchase Yahoo! Stock at an exercise price per
share less than the Market Price of the Yahoo!
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 Yahoo! Stock
A-9
<PAGE>
outstanding immediately prior to the issuance
of such rights or warrants plus the number of
additional shares of Yahoo! Stock offered for
subscription or purchase pursuant to such
rights or warrants and the denominator of
which shall be the number of shares of Yahoo!
Stock outstanding immediately prior to the
issuance of such rights or warrants plus the
number of additional shares of Yahoo! Stock
which the aggregate offering price of the
total number of shares of Yahoo! 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 Yahoo! Stock, including, without
limitation, as a result of the issuance of any
tracking stock by Yahoo!, (ii) Yahoo! or any
surviving entity or subsequent surviving
entity of Yahoo! (an "Yahoo! Successor") has
been subject to a merger, combination or
consolidation and is not the surviving entity,
(iii) any statutory exchange of securities of
Yahoo! or any Yahoo! Successor with another
corporation occurs (other than pursuant to
clause (ii) above), (iv)Yahoo! is liquidated,
(v)Yahoo! issues to all of its shareholders
equity securities of an issuer other than
Yahoo! (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
Yahoo! 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
Yahoo! Stock and, in the case of a Spin-off
Event, the share of Yahoo! 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 Yahoo! Stock and the holder of this Reset
PERQS shall receive in lieu of any Yahoo!
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 Yahoo! 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
Yahoo! 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
Yahoo! Stock, as
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<PAGE>
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 Yahoo! 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 Yahoo! Stock (and my other security that
may be included as Exchange Property):
(i) a suspension, absence or material
limitation of trading of Yahoo! Stock (or
any such security) on the primary market
for Yahoo! 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 Yahoo! Stock (or
any such security) as a result of which
the reported trading prices for Yahoo!
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 Yahoo! 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 June 28, 2002 (Mandatorily
Exchangeable for Shares of Common Stock of
YAHOO! 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 Yahoo! 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 Yahoo! 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 Yahoo! 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 Yahoo! 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 Yahoo!
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 Yahoo! Stock at
maturity (or, alternatively, upon an earlier
redemption of this Reset PERQS).
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<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 Yahoo! 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.
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<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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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
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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.
