EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$
CUSIP: 617446GD5
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
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MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
% EXCHANGEABLE NOTE DUE NOVEMBER 30, 2007
(EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
THE PROCTER & GAMBLE COMPANY)
===================================================================================================================
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: MATURITY DATE:
, 2000 DATE: See "MSDW 0.25% per annum November 30, 2007
Call Right" below
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: November 17, PERCENTAGE: DATE(S): Each May REPAYMENT
2000 100% 30 and November 30, DATE(S): N/A
beginning May 30,
2001
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SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Semi- MODIFIED
REDUCTION: N/A annually PAYMENT UPON
ACCELERATION:
See "Alternate
Calculation in case of
an Event of Default"
below
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IF SPECIFIED REDEMPTION NOTICE APPLICABILITY OF If yes, state Issue Price:
CURRENCY PERIOD: N/A ANNUAL
OTHER THAN INTEREST
U.S. DOLLARS, PAYMENTS: N/A
OPTION TO
ELECT
PAYMENT IN
U.S. DOLLARS:
N/A
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EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
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OTHER PROVISIONS:
See below
===================================================================================================================
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Issue Price................................. $ ( % of principal amount at maturity)
Exchange Right.............................. On any Exchange Date, subject to a prior call of this
Note for cash in an amount equal to the Call Price by
the Issuer as described under "MSDW Call Right"
below, the holder of this Note shall be entitled upon
(i) completion by the holder and delivery to the Issuer
and the Calculation Agent of an Official Notice of
Exchange (in the form of Annex A attached hereto)
prior to 11:00 a.m. New York City time on such date
and (ii) delivery on such date of this Note to the
Trustee, to exchange each $1,000 principal amount of
this Note for ________ shares (the "Exchange Ratio") of
the common stock, no par value (Procter & Gamble
Stock"), of The Procter & Gamble Company ("Procter
& Gamble"), subject to any adjustment (x) to the
Exchange Ratio or (y) in the stock, other securities or
other property or assets (including, without limitation,
cash or other classes of stock of Procter & Gamble)
("Other Exchange Property") to be delivered instead of
or in addition to such Procter & Gamble 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 Business Day after any such Exchange Date.
Upon any such exchange, the Issuer may, at its sole
option, either deliver such Procter & Gamble Stock (or
such Other Exchange Property to be delivered instead
of or in addition to such Procter & Gamble Stock as
aforesaid) or pay an amount in cash for each $1,000
principal amount of this Note equal to the Exchange
Ratio as of the close of business on such Exchange
Date times the Market Price of one share of Procter &
Gamble Stock (or such Other Exchange Property) on
the Exchange Date, as determined by the Calculation
Agent, in lieu of such Procter & Gamble Stock (or such
Other Exchange Property). Such delivery or payment
shall be made 3 Business Days after any Exchange
Date, subject to delivery of this Note to the Trustee on
the Exchange Date as aforesaid. Upon any exercise of
the Exchange Right, the holder of this exchanged Note
shall not be entitled to receive any cash payment
representing any accrued but unpaid interest on this
Note.
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Prior to 9:30 a.m. on the first Business Day
immediately succeeding any Exchange Date, the Issuer
shall cause the Calculation Agent to provide written
notice to the Trustee at its New York office and to
The Depository Trust Company, or any successor
depositary ("DTC"), on which notice the Trustee and
DTC may conclusively rely, (i) of its receipt of any
such "Official Notice of Exchange," (ii) of the
Issuer's determination to deliver Procter & Gamble
Stock (or, if applicable, any Other Exchange Property
to be delivered as a result of any corporate event
described in paragraphs 5 or 6 under "Antidilution
Adjustments" below) or to pay cash for each $1,000
principal amount of this Note and (iii) if Procter &
Gamble Stock (or, if applicable, any Other Exchange
Property) of the number of Procter & Gamble Stock (or
the amount of such Other Exchange Property), and of
the amount of any cash to be paid in lieu of
fractional shares of Procter & Gamble Stock (or of any
other securities included in Other Exchange Property,
if applicable) or, if cash is to be paid, of the
amount of such cash for each $1,000 principal amount
of this Note. If, as a result of any corporate event
described under "Antidilution Adjustments" occurring
during the period from and including the Exchange Date
to but excluding the third Business Day following the
Exchange Date, the Calculation Agent makes any
adjustment to the Exchange Ratio and consequent
adjustment to the number of shares of Procter & Gamble
Stock to be delivered or any adjustment to the
quantity of any Other Exchange Property due to the
holder of this Note, the Calculation Agent shall give
prompt notice of any such adjustments to the Trustee
at its New York office and to DTC, on which notice the
Trustee may conclusively rely. No adjustments to the
Exchange Ratio will be made after the Exchange Date if
the Issuer has given notice that it will deliver cash
for each $1,000 principal amount of this Note.
The Issuer shall, or shall cause the Calculation Agent
to, deliver any such Procter & Gamble Stock (or any
Other Exchange Property) or such cash to the Trustee
for delivery to the holders.
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No Fractional Shares ....................... If upon any exchange of this Note the Issuer chooses to
deliver Procter & Gamble Stock (and, if applicable, any
other stock or other securities), the Issuer shall pay cash
in lieu of delivering fractional shares of Procter &
Gamble Stock (and, if applicable, of any other stock or
securities) in an amount equal to the corresponding
fractional Market Price of such fraction of shares of
Procter & Gamble Stock (or, if applicable, of such
other stock or other securities) as determined by the
Calculation Agent as of such Exchange Date.
Exchange Ratio.............................. , subject to adjustment for certain corporate
events relating to The Procter & Gamble Company.
See "Antidilution Adjustments" below.
Exchange Date............................... Any Trading Day that falls during the period beginning
December 18, 2000 and ending on the day prior to the
earliest of (i) the last scheduled Trading Day prior to the
Maturity Date, (ii) the fifth scheduled Trading Day
prior to the Call Date and (iii) in the event of a call for
the cash Call Price as described under "--MSDW Call
Right" below, the last scheduled Trading Day prior to
the MSDW Notice Date.
MSDW Call Right ............................ On or after November 18, 2002, the Issuer may call this
Note, in whole but not in part, for mandatory exchange
into Procter & Gamble Stock (and, if applicable, any
Other Exchange Property) at the Exchange Ratio;
provided that, if Parity on the Trading Day immediately
preceding the MSDW Notice Date, as determined by
the Calculation Agent, is less than the Call Price, the
Issuer shall (under those circumstances only) pay the
Call Price in cash on the Call Date.
On or after the MSDW Notice Date, unless the Issuer
has called this Note for cash, the holder of this Note
shall continue to be entitled to exercise the Exchange
Right and receive any amounts described under
"Exchange Right" above.
On the MSDW Notice Date, the Issuer shall give notice
of the Issuer's exercise of the MSDW Call Right (i) to
the holder of this Note by mailing notice of such
exercise by first class mail, postage prepaid, at
least 30
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days and not more than 60 days prior to the date (the
"Call Date") on which the Issuer shall effect such
exchange at the holder's last address as it shall
appear upon the registry books, (ii) to the Trustee by
telephone or facsimile confirmed by mailing such
notice to the Trustee by first class mail, postage
prepaid, at its New York office and (iii) to DTC in
accordance with the applicable procedures set forth in
the Letter of Representations related to this Note.
Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been
duly given, whether or not the holder of this Note
receives the notice. Failure to give notice by mail,
or any defect in the notice to the holder of any Note
shall not affect the validity of the proceedings for
the exercise of the MSDW Call Right with respect to
any other Note.
The notice of the Issuer's exercise of the MSDW Call
Right shall specify (i) the Call Date, (ii) whether
Parity on the Trading Date immediately prior to the
MSDW Notice Date is less than the Call Price so that
the Issuer will pay the Call Price in cash on the Call
Date, (iii) the place or places of payment in cash (in
the event of a call for the Call Price or if Parity,
as determined by the Calculation Agent, is equal to or
greater than the Call Price, the place or places of
delivery of the Procter & Gamble Stock, and, if
applicable, of any Other Exchange Property to be
delivered as a result of any corporate event described
in paragraphs 5 or 6 under "Antidilution Adjustments"
(and of any cash to be paid in lieu of fractional
shares of Procter & Gamble Stock (and, if applicable,
of any such other stock or securities)), (iv) the
number of shares of Procter & Gamble Stock (and, if
applicable, the quantity of any other Exchange
Property) to be delivered per $1,000 principal amount
of this Note, (v) that such delivery will be made upon
presentation and surrender of this Note and (vi) that
such exchange is pursuant to the MSDW Call Right.
The notice of the Issuer's exercise of the MSDW Call
Right shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense
of the Issuer.
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If shares of Procter & Gamble Stock (and, if
applicable, any Other Exchange Property) are to be
delivered and, as a result of any corporate event
described under "Antidilution Adjustments" occurring
during the period from and including the MSDW Notice
Date to the close of business on the second Business
Day prior to the Call Date, the Calculation Agent
makes any adjustment to the Exchange Ratio and
consequent adjustment to the number of shares of
Procter & Gamble Stock to be delivered or any
adjustment to the quantity of any Other Exchange
Property due to the holder of this Note, the
Calculation Agent shall give prompt notice of any such
adjustments to the Trustee at its New York office and
to DTC, on which notice the Trustee and DTC may
conclusively rely. No adjustment to the Exchange Ratio
shall be made as a result of any corporate event
occurring after the close of business on the second
Business Day prior to the Call Date.
If this Note is so called for mandatory exchange by
the Issuer, then, unless the holder subsequently
exercises his Exchange Right (the exercise of which
shall not be available to the holder following a call
for cash in an amount equal to the Call Price), the
Procter & Gamble Stock (and, if applicable, any Other
Exchange Property) or (in the event of a call for
cash, as described above) cash to be delivered to the
holder of this Note shall be delivered on the Call
Date fixed by the Issuer and set forth in its notice
of its exercise of the MSDW Call Right, upon delivery
of this Note to the Trustee. The Issuer shall, or
shall cause the Calculation Agent to, deliver such
Procter & Gamble Stock or cash to the Trustee for
delivery to the holders.
If this Note is not surrendered for exchange on the
Call Date, it shall be deemed to be no longer
Outstanding under, and as defined in, the Senior
Indenture (as defined below) after the Call Date,
except with respect to the holder's right to receive
Procter & Gamble Stock (and, if applicable, any Other
Exchange Property) or cash due in connection with the
MSDW Call Right.
MSDW Notice Date............................ The scheduled Trading Day on which the Issuer issues
its notice of mandatory exchange, which must be at
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least 30 but no more than 60 days prior to the Call
Date.
Call Date................................... The scheduled Trading Day on or after November 18,
2002 specified by the Issuer in its notice of mandatory
exchange on which the Issuer shall deliver Procter &
Gamble Stock or cash to the holder of this Note for
mandatory exchange.
Parity...................................... With respect to any Trading Day, an amount equal to
the Exchange Ratio times the Market Price (as
defined below) of Procter & Gamble Stock on such
Trading Day.
Call Price.................................. $1,000 per Note
Market Price................................ If Procter & Gamble Stock (or any other security for
which a Market Price must be determined) is listed on
national securities exchange, is a security of The
Nasdaq National Market or is included in the OTC
Bulletin Board Service ("OTC Bulletin Board")
operated by the National Association of Securities
Dealers, Inc. (the "NASD"), the Market Price for one
share of Procter & Gamble Stock (or one unit of any
such other security) on any Trading Day means (i) the
last reported sale price, regular way, on such day on the
principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on which Procter & Gamble
Stock (or any such other security) are listed or admitted
to trading or (ii) if not listed or admitted to trading on
any such securities exchange or if such last reported
sale price is not obtainable (even if Procter & Gamble
Stock (or other such security) is listed or admitted to
trading on such securities exchanges), the last reported
sale price on the over-the-counter market as reported on
The Nasdaq National Market or OTC Bulletin Board on
such day. If the last reported sale price is not available
pursuant to clause (i) or (ii) of the preceding sentence
because of a Market Disruption Event or otherwise, the
Market Price for any Trading Day shall be the mean, as
determined by the Calculation Agent, of the bid prices
for Procter & Gamble Stock (or any such other security)
obtained from as many dealers in such security (which
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may include MS & Co. or any of our other
subsidiaries or affiliates), but not exceeding
three, as shall 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, Inc. ("NYSE"), the American Stock
Exchange, Inc., the Nasdaq National Market, the
Chicago Mercantile Exchange and the Chicago Board
of Options Exchange and in the over-the-counter
market for equity securities in the United States and on
which a Market Disruption Event has not occurred.
Calculation Agent........................... Morgan Stanley & Co. Incorporated and its successors
("MS & Co.")
Antidilution Adjustments.................... The Exchange Ratio shall be adjusted as follows:
1. If Procter & Gamble Stock is subject to a stock
split or reverse stock split, then once such split has
become effective, the Exchange Ratio will be adjusted
to equal the product of the prior Exchange Ratio and
the number of shares issued in such stock split or
reverse stock split with respect to one share of
Procter & Gamble Stock.
2. If Procter & Gamble Stock is subject (i) to a stock
dividend (issuance of additional Procter & Gamble
Stock) that is given ratably to all holders of Procter
& Gamble Stock or (ii) to a distribution of Procter &
Gamble Stock as a result of the triggering of any
provision of the corporate charter of Procter &
Gamble,
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then once the dividend has become effective with
respect to Procter & Gamble Stock and Procter & Gamble
Stock is trading ex-dividend, the Exchange Ratio shall
be adjusted so that the new Exchange Ratio shall equal
the prior Exchange Ratio plus the product of (i) the
number of shares issued with respect to one share of
Procter & Gamble Stock and (ii) the prior Exchange Ratio.
3. There shall be no adjustments to the Exchange Ratio
to reflect cash dividends or other distributions paid
with respect to Procter & Gamble Stock other than
distributions described in paragraph 6 below and
Extraordinary Dividends as described below. A cash
dividend or other distribution with respect to Procter
& Gamble Stock will be deemed to be an "Extraordinary
Dividend" if such dividend or other distribution
exceeds the immediately preceding non-Extraordinary
Dividend for Procter & Gamble Stock (as adjusted for
any subsequent corporate event requiring an adjustment
hereunder, such as a stock split or reverse stock
split) by an amount equal to at least 10% of the
Market Price on the Trading Day preceding the
ex-dividend date for the payment of such Extraordinary
Dividend (the "ex-dividend date") on the Procter &
Gamble Stock. If an Extraordinary Dividend occurs with
respect to Procter & Gamble Stock, the Exchange Ratio
with respect to Procter & Gamble Stock will be
adjusted on the ex-dividend date with respect to such
Extraordinary Dividend so that the new Exchange Ratio
shall equal the product of (i) the then current
Exchange Ratio and (ii) a fraction, the numerator of
which is the Market Price on the Trading Day preceding
the ex-dividend date, and the denominator of which is
the amount by which the Market Price on the Trading
Day preceding the ex-dividend date exceeds the
Extraordinary Dividend Amount. The "Extraordinary
Dividend Amount" with respect to an Extraordinary
Dividend shall equal (i) in the case of cash dividends
or other distributions that constitute quarterly
dividends, the amount per share of such Extraordinary
Dividend minus the amount per share of the immediately
preceding non-Extraordinary Dividend or (ii) in the
case of cash dividends or other distributions that do
not
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constitute quarterly 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 Procter & Gamble
Stock described in paragraph 6 below that also
constitutes an Extraordinary Dividend shall only cause
an adjustment to the Exchange Ratio pursuant to
paragraph 6.
4. If Procter & Gamble is being liquidated or is
subject to a proceeding under any applicable
bankruptcy, insolvency or other similar law, the Notes
shall continue to be exchangeable into Procter &
Gamble Stock so long as an Market Price for Procter &
Gamble Stock is available. If a Market Price is no
longer available for Procter & Gamble Stock for
whatever reason, including the liquidation of Procter
& Gamble or the subjection of Procter & Gamble to a
proceeding under any applicable bankruptcy, insolvency
or other similar law, then the value of Procter &
Gamble Stock shall equal zero for so long as no Market
Price is available.
5. If there occurs any reclassification or change of
Procter & Gamble Stock, including, without limitation,
as a result of the issuance of tracking stock by
Procter & Gamble, or if Procter & Gamble has been
subject to a merger, combination or consolidation and
is not the surviving entity, or if there occurs a sale
or conveyance to another corporation of the property
and assets of Procter & Gamble as an entirety or
substantially as an entirety, in each case as a result
of which the holders of Procter & Gamble Stock shall
be entitled to receive stock, other securities or
other property or assets (including, without
limitation, cash or other shares of Procter & Gamble
Stock) ("Exchange Property") with respect to or in
exchange for such Procter & Gamble Stock, then the
holders of the Notes then outstanding shall be
entitled thereafter to exchange such Notes into the
kind and amount of Exchange Property that they would
have owned or been entitled to receive upon
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such reclassification, change, merger, combination,
consolidation, sale or conveyance had such holders
exchanged such Notes at the then current Exchange
Ratio for Procter & Gamble Stock immediately prior to
any such corporate event, but without interest
thereon. At such time, no adjustment will be made to
the Exchange Ratio.
6. If Procter & Gamble issues to all holders of
Procter & Gamble Stock equity securities of an issuer
other than Procter & Gamble (other than in a
transaction described in paragraph 5 above), then the
holders of the Notes then outstanding shall be
entitled to receive such new equity securities upon
exchange of such Notes. The Exchange Ratio for such
new equity securities shall equal the product of the
Exchange Ratio in effect for Procter & Gamble Stock at
the time of the issuance of such new equity securities
times the number of shares of the new equity
securities issued with respect to one share of Procter
& Gamble Stock.
7. No adjustments to the Exchange Ratio shall be
required other than those specified above. The
adjustments specified above do not cover all of the
events that could affect the Market Price. However,
the Issuer may, at its sole discretion, cause the
Calculation Agent to make additional changes to the
Exchange Ratio upon the occurrence of corporate or
other similar events that affect or could potentially
affect market prices of, or shareholders' rights in,
the Procter & Gamble Stock (or other Exchange
Property) but only to reflect such changes, and not
with the aim of changing relative investment risk.
No adjustments to the Exchange Ratio will be required
unless such adjustment would require a change of at
least 0.1% in the Exchange Ratio then in effect. The
Exchange Ratio resulting from any of the adjustments
specified above will be rounded to the nearest one
hundred-thousandth with five one-millionths being
rounded upward.
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The Calculation Agent shall be solely responsible for
the determination and calculation of any adjustments
to the Exchange Ratio and of any related
determinations and calculations with respect to any
distributions of stock, other securities or other
property or assets (including cash) in connection with
any corporate event described in paragraph 5 or 6
above, and its determinations and calculations with
respect thereto shall be conclusive.
The Calculation Agent shall provide information as to
any adjustments to the Exchange Ratio upon written
request by any holder of the Notes.
Market Disruption Event..................... "Market Disruption Event" means, with respect to
Procter & Gamble Stock, the occurrence or existence of
any of the following events as determined by the
Calculation Agent:
(i) a suspension, absence or material limitation of
trading of Procter & Gamble Stock on the primary
market for Procter & Gamble Stock for more than two
hours of trading or during the one-half hour period
preceding the close of trading in such market; or a
breakdown or failure in the price and trade reporting
systems of the primary market for Procter & Gamble
Stock as a result of which the reported trading prices
for Procter & Gamble Stock during the last one-half
hour preceding the closing of trading in such market
are materially inaccurate; or the suspension, absence
or material limitation on the primary market for
trading in options contracts related to Procter &
Gamble Stock, if available, during the one-half hour
period preceding the close of trading in the
applicable market; 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
0.25% Exchangeable Notes due November 30, 2007
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(Exchangeable for Shares of Common Stock of The
Procter & Gamble Company).
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 Procter & Gamble Stock 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 Procter &
Gamble Stock and (5) a suspension, absence or material
limitation of trading on the primary securities market
on which options contracts related to Procter & Gamble
Stock are traded shall not include any time when such
securities market is itself closed for trading under
ordinary circumstances.
Alternate Exchange Calculation
in case of an Event of Default.............. In case an Event of Default with respect to this Note
shall have occurred and be continuing, the amount
declared due and payable upon any acceleration of this
Note shall be determined by MS & Co., as Calculation
Agent, and shall be equal to the principal amount of
this Note plus any accrued and unpaid interest at the
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Interest Rate to but not including the date of
acceleration; provided that if (x) the holder of this
Note has submitted an Official Notice of Exchange to
the Issuer in accordance with the Exchange Right or
(y) the Issuer has called this Note, other than a call
for the cash Call Price, in accordance with the MSDW
Call Right, the amount declared due and payable upon
any such acceleration shall be an amount in cash for
each $1,000 principal amount of this Note equal to the
Exchange Ratio times the Market Price, determined by
the Calculation Agent as of the Exchange Date or as of
the date of acceleration, respectively, and shall not
include any accrued and unpaid interest thereon;
provided further that if the Issuer has called this
Note for cash in an amount equal to the Call Price, in
accordance with the MSDW Call Right, the amount
declared due and payable upon any such acceleration
shall be an amount in cash for each $1,000 principal
amount of this Note equal to the Call Price.
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Morgan Stanley Dean Witter & Co., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to CEDE & Co., or registered assignees, the principal sum of U.S.$
(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,
A-16
<PAGE>
in U.S. dollars. U.S. dollar payments of interest, other than interest due at
maturity or on any date of redemption or repayment, will be made by U.S. dollar
check mailed to the address of the person entitled thereto as such address
shall appear in the Note register. A holder of U.S. $10,000,000 (or the
equivalent in a Specified Currency) or more in aggregate principal amount of
Notes having the same Interest Payment Date, the interest on which is payable
in U.S. dollars, shall be entitled to receive payments of interest, other than
interest due at maturity or on any date of redemption or repayment, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15
calendar days prior to the applicable Interest Payment Date.
If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing, with
respect to payments of interest, on or prior to the fifth Business Day after
the applicable Record Date and, with respect to payments of principal or any
premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the
lawful currency, provided, further, that if such wire transfer instructions are
not received, such payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register; and provided, further, that payment of the
principal of this Note, any premium and the interest due at maturity (or on any
redemption or repayment date) will be made upon surrender of this Note at the
office or agency referred to in the preceding paragraph.
If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written
notice to the Paying Agent as to all or a portion of payments on this Note at
least five Business Days prior to such Record Date, for payments of interest,
or at least ten days prior to the Maturity Date or any redemption or repayment
date, for payments of principal, as the case may be.
If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately
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<PAGE>
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent unless such Exchange Rate Agent is an
affiliate of the Issuer) for the purchase by the quoting dealer of U.S. dollars
for the Specified Currency for settlement on such payment date in the amount of
the Specified Currency payable in the absence of such an election to such
holder and at which the applicable dealer commits to execute a contract. If
such bid quotations are not available, such payment will be made in the
Specified Currency. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Senior Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
DATED: , 2000 MORGAN STANLEY DEAN WITTER & CO.
By:
-----------------------------
Name: Alexander C. Frank
Title: Treasurer
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
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<PAGE>
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to
100% of the principal amount to be repaid, together with interest accrued and
unpaid hereon to the date of repayment. For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 days prior to the date of repayment, (i) this Note with the
form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; provided, that
such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.
This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured
and unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, 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.
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<PAGE>
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency
published by the Federal Reserve Bank of New York (the "Market Exchange Rate")
on the Business Day immediately preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note
of like tenor in exchange for this Note, but, if this Note is destroyed, lost
or stolen, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
A-22
<PAGE>
The Senior Indenture provides that (a) if an Event of Default (as defined
in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Medium-Term Notes of which
this Note forms a part, or due to the default in the performance or breach of
any other covenant or warranty of the Issuer applicable to the debt securities
of such series but not applicable to all outstanding debt securities issued
under the Senior Indenture shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of each affected series (voting as a single class) may then declare
the principal of all debt securities of all such series and interest accrued
thereon to be due and payable immediately and (b) if an Event of Default due to
a default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable to all outstanding debt securities issued
thereunder, including this Note, or due to certain events of bankruptcy or
insolvency of the Issuer, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all debt
securities issued under the Senior Indenture then outstanding (treated as one
class) may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal (or premium, if any) or interest on
such debt securities) by the holders of a majority in principal amount of the
debt securities of all affected series then outstanding.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or
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<PAGE>
extend the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
modify or amend the provisions for conversion of any currency into any other
currency, or modify or amend the provisions for conversion or exchange of the
debt security for securities of the Issuer or other entities (other than as
provided in the antidilution provisions or other similar adjustment provisions
of the debt securities or otherwise in accordance with the terms thereof), or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected or
(b) reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental
indenture.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified
Currency in euro in lieu of such Specified Currency in conformity with legally
applicable measures taken pursuant to, or by virtue of, the treaty establishing
the European Community (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty"). Any payment made under such circumstances in
U.S. dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
unless otherwise indicated on the face hereof.
A-24
<PAGE>
All determinations referred to above made by, or on behalf of, the Issuer
or by, or on behalf of, the Exchange Rate Agent shall be at such entity's sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting
in any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed unless otherwise
agreed between the Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
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<PAGE>
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.
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