EXHIBIT 4-ff
[FORM OF FACE OF MULTICURRENCY PRINCIPAL
EXCHANGE RATE LINKED SECURITY]
MULTICURRENCY PRINCIPAL EXCHANGE RATE LINKED SECURITY
(MULTICURRENCY PERLS)
REGISTERED REGISTERED
No. CUSIP:(1)
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.(1)
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(1) Applies only if this Note is a Registered Global Security.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
MULTICURRENCY PRINCIPAL EXCHANGE RATE LINKED SECURITIES
(MULTICURRENCY PERLS)
GLOBAL MEDIUM TERM NOTES, SERIES C
As used herein, the following terms shall have the following
meanings:
Morgan Stanley, Dean Witter, Discover & Co., a Delaware
corporation (together with its successors and assigns, the "Issuer"), for
value received, hereby promises to pay to
or registered assigns, on the Maturity Date the Payment Currency equivalent on
the Maturity Date of the Fixed Amount of First Indexed Currency [plus or
minus] the Payment Currency equivalent on the Maturity Date of the Fixed
Amount of Second Indexed Currency [plus or minus] the Payment Currency
equivalent on the Maturity Date of the Fixed Amount of Third Indexed Currency
determined in accordance with the procedures described below and to pay
interest in the Denominated Currency based on the Face Amount hereof at the
Interest Rate from and including the Interest Accrual Date until the principal
amount due hereunder is paid or duly made available for payment, 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 and ending on the Maturity Date, except as provided herein; provided that
the minimum amount payable in respect of principal at maturity shall be zero.
Interest on this Note will accrue from and including the
most recent Interest Payment 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 the principal in respect of
this Note has been paid or duly made available for payment (except as
provided below). 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 in the Denominated Currency (unless
the Denominated Currency is a currency other than U.S. dollars and the
holder has elected, as described below, to be paid in U.S. dollars) 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 on
the reverse hereof) (each such date a "Record Date"); provided that
interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable. Payments of interest hereon will be
made by wire transfer of immediately available funds (which, if the
Denominated Currency is not U.S. dollars and the holder hereof has not
elected to be paid in U.S. dollars, as described below, will be made 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, as defined on the reverse hereof, in writing not less
than 15 calendar days prior to the applicable Interest Payment Date. If
such wire transfer instructions are not so received, such interest
payments, other than the interest payment due on the Maturity Date, will be
made by check payable in the Denominated Currency, mailed to the address of
the person entitled thereto as such address shall appear in the Note
register.
Subject to certain exceptions described herein, payment of
the principal in respect of this Note will be made in immediately available
funds in the Payment Currency (or in U.S. dollars if the Payment Currency
is a currency other than U.S. dollars and the holder has elected, as
described below, to be paid in U.S. dollars) and payment of the interest
due hereon on the Maturity Date will be made in immediately available funds
in the Denominated Currency (or in U.S. dollars if the Denominated Currency
is a currency other than U.S. dollars and the holder has elected, as
described below, to be paid in U.S. dollars), in each case upon surrender
of this Note at the office or agency of the Paying Agent maintained for
that purpose in the Borough of Manhattan, The City of New York, if this
Note is presented to the Paying Agent in time for it to make such payments
in accordance with its normal procedures.
The Payment Currency equivalent of any First Indexed
Currency amount on any date shall be determined by the Exchange Rate Agent
based on the arithmetic mean of the quotations obtained by such agent from
the Reference Dealers for the First Indexed Currency at 11:00 a.m. (New
York City time) on the second Exchange Rate Day (as defined on the reverse
hereof) preceding such date for the purchase by such Reference Dealers of
the First Conversion Reference Amount of the First Indexed Currency with
the Payment Currency for settlement on such date; provided that if there is
no cross-exchange rate available in New York City between the First Indexed
Currency and the Payment Currency, the quotations shall be calculated by
the Exchange Rate Agent at the time referred to above using the U.S. dollar
equivalent of the First Indexed Currency and the Payment Currency as the
basis for comparing the values of such currencies; provided further that if
the Payment Currency and the First Indexed Currency are identical, then the
Payment Currency equivalent of any First Indexed Currency amount shall be
such amount.
The Payment Currency equivalent of any Second Indexed
Currency amount on any date shall be determined by the Exchange Rate Agent
based on the arithmetic mean of the quotations obtained by such agent from
the Reference Dealers for the Second Indexed Currency at 11:00 a.m. (New
York City time) on the second Exchange Rate Day (as defined on the reverse
hereof) preceding such date for the [purchase/sale] by such Reference
Dealers of the Second Conversion Reference Amount of the Second Indexed
Currency [with/for] the Payment Currency for settlement on such date;
provided that if there is no cross-exchange rate available in New York City
between the Second Indexed Currency and the Payment Currency, the
quotations shall be calculated by the Exchange Rate Agent at the time
referred to above using the U.S. dollar equivalent of the Second Indexed
Currency and the Payment Currency as the basis for comparing the values of
such currencies; provided further that if the Payment Currency and the
Second Indexed Currency are identical, then the Payment Currency equivalent
of any Second Indexed Currency amount shall be such amount.
The Payment Currency equivalent of any Third Indexed
Currency amount on any date shall be determined by the Exchange Rate Agent
based on the arithmetic mean of the quotations obtained by such agent from
the Reference Dealers for the Third Indexed Currency at 11:00 a.m. (New
York City time) on the second Exchange Rate Day (as defined on the reverse
hereof) preceding such date for the [purchase/sale] by such Reference
Dealers of the Third Conversion Reference Amount of the Third Indexed
Currency [with/for] the Payment Currency for settlement on such date;
provided that if there is no cross-exchange rate available in New York City
between the Third Indexed Currency and the Payment Currency, the quotations
shall be calculated by the Exchange Rate Agent at the time referred to
above using the U.S. dollar equivalent of the Third Indexed Currency and
the Payment Currency as the basis for comparing the values of such
currencies; provided further that if the Payment Currency and the Third
Indexed Currency are identical, then the Payment Currency equivalent of any
Third Indexed Currency amount shall be such amount.
Unless otherwise indicated herein, if the Denominated
Currency of this Note is a currency other than U.S. dollars, or if the
Payment Currency is a currency other than U.S dollars, the holder hereof
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 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 or at least ten days prior to
the Maturity Date or any redemption or repayment date, as the case may be.
In the event of such an election, the Exchange Rate Agent
will convert such payments into U.S. dollars and 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 Exchange Rate Agent is an affiliate of the
Issuer), for the purchase by the quoting dealer of U.S. dollars for the
Denominated or Payment Currency for settlement on such payment date in the
amount of the Denominated or Payment 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 Denominated or Payment 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.
IN WITNESS WHEREOF, the Issuer has caused this Note to be
duly executed.
DATED: MORGAN STANLEY, DEAN WITTER,
DISCOVER & 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
[FORM OF 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 a Senior Indenture, dated as of April 15, 1989, as supplemented by a
First Supplemental Senior Indenture dated as of May 15, 1991 and a Second
Supplemental Senior Indenture dated as of April 15, 1996 between Morgan
Stanley Group Inc. (as predecessor of the Issuer) and The Chase Manhattan
Bank (formerly known as Chemical Bank), as Trustee (the "Trustee," which
term includes any successor trustee under the Senior Indenture) as further
supplemented by a Third Supplemental Senior Indenture dated as of June 1,
1997 between the Issuer and the Trustee (as so supplemented, 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 (formerly known as Chemical 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 provided on the face hereof, this Note will
not be subject to any sinking fund and will not be redeemable or subject to
repayment at the option of the holder prior to maturity.
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity 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 does not fall on a Business Day, payment of interest 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, and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
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 the Denominated Currency is U.S. dollars, is issuable only in
denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 in
excess thereof, unless a higher minimum denomination is specified on the face
hereof. If the Denominated Currency is not U.S. dollars, then, unless a higher
minimum denomination is specified on the face hereof, it is issuable only in
denominations of the equivalent of U.S. $100,000 (rounded to an integral
multiple of 1,000 units of the Denominated Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of the Denominated
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of the Denominated Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, 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 an aggregate
Fixed Amount of First Indexed Currency, Fixed Amount of Second Indexed
Currency, Fixed Amount of Third Indexed Currency and Face Amount, in
authorized denominations, equal to the respective amounts set forth on the
face of this Note, subject to the terms and conditions set forth herein. Notes
are exchangeable at said office for other Notes of other authorized
denominations having an aggregate Fixed Amount of First Indexed Currency,
Fixed Amount of Second Indexed Currency, Fixed Amount of Third Indexed
Currency and Face Amount equal to the respective amounts set forth on the face
of this Note and having otherwise 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 any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such 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, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization 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 principal of this Note is declared to be due and
payable prior to the Maturity Date, then (i) the amount payable with
respect to this Note shall be paid in the Denominated Currency and shall
equal the Face Amount hereof plus accrued interest to but excluding the
date of payment, (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
(converted, if necessary, into U.S. dollars using the most recent Market
Exchange Rate available on such date) 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 (converted, if necessary, into
U.S. dollars using the most recent Market Exchange Rate available on the
date of such vote).
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 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, or interest
on, this Note is payable in a Payment Currency or a Denominated Currency,
as the case may be, other than U.S. dollars and such 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 such
Payment Currency or Denominated Currency is replaced by a single European
currency (expected to be named the Euro), the payment of principal of,
premium, if any, or interest on any Note denominated in such currency shall
be effected in the new single European 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 (the "Treaty"). Any payment made under such circumstances
in U.S. dollars (or, if applicable, such new single European currency)
where the required payment is in a currency other than U.S. dollars will
not constitute an Event of Default.
Subject to the provisions below, the value of the ECU, in which
the Notes may be denominated or may be payable, is equal to the value of the
ECU that is from time to time used as the unit of account of the EC. If the
ECU becomes a currency in its own right in accordance with the Treaty, all
references to ECU in the Notes shall be construed as references to such
currency.
With respect to each due date for the payment of principal
of, or interest on, the Notes on or after the first business day in
Brussels on which the ECU ceases to be used as the unit of account of the
EC, and has not become a currency in its own right replacing all or some of
the currencies of the member States of the EC, the Issuer shall choose a
substitute currency (the "Chosen Currency"), which may be any currency
which was, on the last day on which the ECU was used as the unit of account
of the EC, a component currency of the ECU or U.S. dollars, in which all
payments due on or after that date with respect to the Notes and coupons
shall be made. Notice of the Chosen Currency so selected shall be provided
by first class mail to each holder at the address of such holder which
appears on the books maintained by the registrar and to the Paying Agent.
The amount of each payment in such Chosen Currency shall be computed on the
basis of the equivalent of the ECU in that currency, determined as
described below, as of the fourth business day in Brussels prior to the
date on which such payment is due.
On the first business day in Brussels on which the ECU ceases
to be used as the unit of account of the EC, and has not become a currency in
its own right replacing all or some of the currencies of the member States of
the EC, the Issuer shall select a Chosen Currency in which all payments with
respect to Notes and coupons having a due date prior thereto but not yet
presented for payment are to be made. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined by, or on behalf of, the
Exchange Rate Agent on the following basis. The amounts and components
composing the ECU for this purpose (the "Components") shall be the amounts and
components that composed the ECU as of the last date on which the ECU was used
as the unit of account of the EC. The equivalent of the ECU in the Chosen
Currency shall be calculated by, first, aggregating the U.S. dollar
equivalents of the Components; and then, in the case of a chosen Currency
other than U.S. dollars, using the rate used for determining the U.S. dollar
equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., Brussels time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf,
provided that such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If such most
recent quotations were so prevailing in the country of issue more than two
Business Days before such Day of Valuation, the Exchange Rate Agent shall
determine the U.S. dollar equivalent of such Component on the basis of
cross rates derived from the middle spot delivery quotations for such
component currency and for the U.S. dollar prevailing at 2:30 p.m.,
Brussels time, on such Day of Valuation, as obtained by, or on behalf of,
the Exchange Rate agent from one or more major banks, as selected by the
Issuer, in a country other than the country of issue of such component
currency. Notwithstanding the foregoing, the Exchange Rate Agent shall
determine the U.S. dollar equivalent of such Component on the basis of such
cross rates if the Issuer or such agent judges that the equivalent so
calculated is more representative than the U.S. dollar equivalent
calculated as provided in the first sentence of this paragraph. Unless
otherwise specified by the Issuer if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations
or for any other reason, the market to be referred to in respect of such
currency shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in order to make
payments in respect of such securities.
Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.
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 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 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 on any
Notes that remain unclaimed at the end of two years after such principal or
interest shall have become due and payable (whether at maturity 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 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 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 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.
As used herein:
(a) the term "Business Day" means any day, other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close; provided that when
a payment is due on such day in a currency other than U.S. dollars (a "Foreign
Currency") such day must also be a business day in each city designated as a
Financial Center for the Foreign Currency and, if such Foreign Currency is
ECU, such day must not be a non-ECU clearing day, as determined by the ECU
Banking Association in Paris;
(b) the term "Exchange Rate Day" means any day other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close and which is a
business day in each of the cities designated as a Financial Center for the
currencies being converted; provided that if any such currency is ECU, such
day must not be a non-ECU clearing day, as determined by the ECU Banking
Association in Paris; and
(c) all other 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.
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 _______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act ____________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
___________________
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.
[FORM OF FACE OF MULTICURRENCY PRINCIPAL
EXCHANGE RATE LINKED SECURITY]
MULTICURRENCY PRINCIPAL EXCHANGE RATE LINKED SECURITY
(MULTICURRENCY PERLS)
REGISTERED REGISTERED
No. CUSIP:(1)
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.(1)
------------
(1) Applies only if this Note is a Registered Global Security.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
MULTICURRENCY PRINCIPAL EXCHANGE RATE LINKED SECURITIES
(MULTICURRENCY PERLS)
GLOBAL MEDIUM TERM NOTES, SERIES C
As used herein, the following terms shall have the following
meanings:
Morgan Stanley, Dean Witter, Discover & Co., a Delaware
corporation (together with its successors and assigns, the "Issuer"), for
value received, hereby promises to pay to
or registered assigns, on the Maturity Date the Payment Currency equivalent on
the Maturity Date of the Fixed Amount of First Indexed Currency [plus or
minus] the Payment Currency equivalent on the Maturity Date of the Fixed
Amount of Second Indexed Currency [plus or minus] the Payment Currency
equivalent on the Maturity Date of the Fixed Amount of Third Indexed Currency
determined in accordance with the procedures described below and to pay
interest in the Denominated Currency based on the Face Amount hereof at the
Interest Rate from and including the Interest Accrual Date until the principal
amount due hereunder is paid or duly made available for payment, 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 and ending on the Maturity Date, except as provided herein; provided that
the minimum amount payable in respect of principal at maturity shall be zero.
Interest on this Note will accrue from and including the
most recent Interest Payment 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 the principal in respect of
this Note has been paid or duly made available for payment (except as
provided below). 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 in the Denominated Currency (unless
the Denominated Currency is a currency other than U.S. dollars and the
holder has elected, as described below, to be paid in U.S. dollars) 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 on
the reverse hereof) (each such date a "Record Date"); provided that
interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable. Payments of interest hereon will be
made by wire transfer of immediately available funds (which, if the
Denominated Currency is not U.S. dollars and the holder hereof has not
elected to be paid in U.S. dollars, as described below, will be made 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, as defined on the reverse hereof, in writing not less
than 15 calendar days prior to the applicable Interest Payment Date. If
such wire transfer instructions are not so received, such interest
payments, other than the interest payment due on the Maturity Date, will be
made by check payable in the Denominated Currency, mailed to the address of
the person entitled thereto as such address shall appear in the Note
register.
Subject to certain exceptions described herein, payment of
the principal in respect of this Note will be made in immediately available
funds in the Payment Currency (or in U.S. dollars if the Payment Currency
is a currency other than U.S. dollars and the holder has elected, as
described below, to be paid in U.S. dollars) and payment of the interest
due hereon on the Maturity Date will be made in immediately available funds
in the Denominated Currency (or in U.S. dollars if the Denominated Currency
is a currency other than U.S. dollars and the holder has elected, as
described below, to be paid in U.S. dollars), in each case upon surrender
of this Note at the office or agency of the Paying Agent maintained for
that purpose in the Borough of Manhattan, The City of New York, if this
Note is presented to the Paying Agent in time for it to make such payments
in accordance with its normal procedures.
The Payment Currency equivalent of any First Indexed
Currency amount on any date shall be determined by the Exchange Rate Agent
based on the arithmetic mean of the quotations obtained by such agent from
the Reference Dealers for the First Indexed Currency at 11:00 a.m. (New
York City time) on the second Exchange Rate Day (as defined on the reverse
hereof) preceding such date for the purchase by such Reference Dealers of
the First Conversion Reference Amount of the First Indexed Currency with
the Payment Currency for settlement on such date; provided that if there is
no cross-exchange rate available in New York City between the First Indexed
Currency and the Payment Currency, the quotations shall be calculated by
the Exchange Rate Agent at the time referred to above using the U.S. dollar
equivalent of the First Indexed Currency and the Payment Currency as the
basis for comparing the values of such currencies; provided further that if
the Payment Currency and the First Indexed Currency are identical, then the
Payment Currency equivalent of any First Indexed Currency amount shall be
such amount.
The Payment Currency equivalent of any Second Indexed
Currency amount on any date shall be determined by the Exchange Rate Agent
based on the arithmetic mean of the quotations obtained by such agent from
the Reference Dealers for the Second Indexed Currency at 11:00 a.m. (New
York City time) on the second Exchange Rate Day (as defined on the reverse
hereof) preceding such date for the [purchase/sale] by such Reference
Dealers of the Second Conversion Reference Amount of the Second Indexed
Currency [with/for] the Payment Currency for settlement on such date;
provided that if there is no cross-exchange rate available in New York City
between the Second Indexed Currency and the Payment Currency, the
quotations shall be calculated by the Exchange Rate Agent at the time
referred to above using the U.S. dollar equivalent of the Second Indexed
Currency and the Payment Currency as the basis for comparing the values of
such currencies; provided further that if the Payment Currency and the
Second Indexed Currency are identical, then the Payment Currency equivalent
of any Second Indexed Currency amount shall be such amount.
The Payment Currency equivalent of any Third Indexed
Currency amount on any date shall be determined by the Exchange Rate Agent
based on the arithmetic mean of the quotations obtained by such agent from
the Reference Dealers for the Third Indexed Currency at 11:00 a.m. (New
York City time) on the second Exchange Rate Day (as defined on the reverse
hereof) preceding such date for the [purchase/sale] by such Reference
Dealers of the Third Conversion Reference Amount of the Third Indexed
Currency [with/for] the Payment Currency for settlement on such date;
provided that if there is no cross-exchange rate available in New York City
between the Third Indexed Currency and the Payment Currency, the quotations
shall be calculated by the Exchange Rate Agent at the time referred to
above using the U.S. dollar equivalent of the Third Indexed Currency and
the Payment Currency as the basis for comparing the values of such
currencies; provided further that if the Payment Currency and the Third
Indexed Currency are identical, then the Payment Currency equivalent of any
Third Indexed Currency amount shall be such amount.
Unless otherwise indicated herein, if the Denominated
Currency of this Note is a currency other than U.S. dollars, or if the
Payment Currency is a currency other than U.S dollars, the holder hereof
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 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 or at least ten days prior to
the Maturity Date or any redemption or repayment date, as the case may be.
In the event of such an election, the Exchange Rate Agent
will convert such payments into U.S. dollars and 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 Exchange Rate Agent is an affiliate of the
Issuer), for the purchase by the quoting dealer of U.S. dollars for the
Denominated or Payment Currency for settlement on such payment date in the
amount of the Denominated or Payment 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 Denominated or Payment 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.
IN WITNESS WHEREOF, the Issuer has caused this Note to be
duly executed.
DATED: MORGAN STANLEY, DEAN WITTER,
DISCOVER & 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
[FORM OF 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 a Senior Indenture, dated as of April 15, 1989, as supplemented by a
First Supplemental Senior Indenture dated as of May 15, 1991 and a Second
Supplemental Senior Indenture dated as of April 15, 1996 between Morgan
Stanley Group Inc. (as predecessor of the Issuer) and The Chase Manhattan
Bank (formerly known as Chemical Bank), as Trustee (the "Trustee," which
term includes any successor trustee under the Senior Indenture) as further
supplemented by a Third Supplemental Senior Indenture dated as of June 1,
1997 between the Issuer and the Trustee (as so supplemented, 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 (formerly known as Chemical 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 provided on the face hereof, this Note will
not be subject to any sinking fund and will not be redeemable or subject to
repayment at the option of the holder prior to maturity.
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity 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 does not fall on a Business Day, payment of interest 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, and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
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 the Denominated Currency is U.S. dollars, is issuable only in
denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 in
excess thereof, unless a higher minimum denomination is specified on the face
hereof. If the Denominated Currency is not U.S. dollars, then, unless a higher
minimum denomination is specified on the face hereof, it is issuable only in
denominations of the equivalent of U.S. $100,000 (rounded to an integral
multiple of 1,000 units of the Denominated Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of the Denominated
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of the Denominated Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, 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 an aggregate
Fixed Amount of First Indexed Currency, Fixed Amount of Second Indexed
Currency, Fixed Amount of Third Indexed Currency and Face Amount, in
authorized denominations, equal to the respective amounts set forth on the
face of this Note, subject to the terms and conditions set forth herein. Notes
are exchangeable at said office for other Notes of other authorized
denominations having an aggregate Fixed Amount of First Indexed Currency,
Fixed Amount of Second Indexed Currency, Fixed Amount of Third Indexed
Currency and Face Amount equal to the respective amounts set forth on the face
of this Note and having otherwise 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 any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such 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, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization 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 principal of this Note is declared to be due and
payable prior to the Maturity Date, then (i) the amount payable with
respect to this Note shall be paid in the Denominated Currency and shall
equal the Face Amount hereof plus accrued interest to but excluding the
date of payment, (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
(converted, if necessary, into U.S. dollars using the most recent Market
Exchange Rate available on such date) 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 (converted, if necessary, into
U.S. dollars using the most recent Market Exchange Rate available on the
date of such vote).
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 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, or interest
on, this Note is payable in a Payment Currency or a Denominated Currency,
as the case may be, other than U.S. dollars and such 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 such
Payment Currency or Denominated Currency is replaced by a single European
currency (expected to be named the Euro), the payment of principal of,
premium, if any, or interest on any Note denominated in such currency shall
be effected in the new single European 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 (the "Treaty"). Any payment made under such circumstances
in U.S. dollars (or, if applicable, such new single European currency)
where the required payment is in a currency other than U.S. dollars will
not constitute an Event of Default.
Subject to the provisions below, the value of the ECU, in which
the Notes may be denominated or may be payable, is equal to the value of the
ECU that is from time to time used as the unit of account of the EC. If the
ECU becomes a currency in its own right in accordance with the Treaty, all
references to ECU in the Notes shall be construed as references to such
currency.
With respect to each due date for the payment of principal
of, or interest on, the Notes on or after the first business day in
Brussels on which the ECU ceases to be used as the unit of account of the
EC, and has not become a currency in its own right replacing all or some of
the currencies of the member States of the EC, the Issuer shall choose a
substitute currency (the "Chosen Currency"), which may be any currency
which was, on the last day on which the ECU was used as the unit of account
of the EC, a component currency of the ECU or U.S. dollars, in which all
payments due on or after that date with respect to the Notes and coupons
shall be made. Notice of the Chosen Currency so selected shall be provided
by first class mail to each holder at the address of such holder which
appears on the books maintained by the registrar and to the Paying Agent.
The amount of each payment in such Chosen Currency shall be computed on the
basis of the equivalent of the ECU in that currency, determined as
described below, as of the fourth business day in Brussels prior to the
date on which such payment is due.
On the first business day in Brussels on which the ECU ceases
to be used as the unit of account of the EC, and has not become a currency in
its own right replacing all or some of the currencies of the member States of
the EC, the Issuer shall select a Chosen Currency in which all payments with
respect to Notes and coupons having a due date prior thereto but not yet
presented for payment are to be made. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined by, or on behalf of, the
Exchange Rate Agent on the following basis. The amounts and components
composing the ECU for this purpose (the "Components") shall be the amounts and
components that composed the ECU as of the last date on which the ECU was used
as the unit of account of the EC. The equivalent of the ECU in the Chosen
Currency shall be calculated by, first, aggregating the U.S. dollar
equivalents of the Components; and then, in the case of a chosen Currency
other than U.S. dollars, using the rate used for determining the U.S. dollar
equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., Brussels time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf,
provided that such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If such most
recent quotations were so prevailing in the country of issue more than two
Business Days before such Day of Valuation, the Exchange Rate Agent shall
determine the U.S. dollar equivalent of such Component on the basis of
cross rates derived from the middle spot delivery quotations for such
component currency and for the U.S. dollar prevailing at 2:30 p.m.,
Brussels time, on such Day of Valuation, as obtained by, or on behalf of,
the Exchange Rate agent from one or more major banks, as selected by the
Issuer, in a country other than the country of issue of such component
currency. Notwithstanding the foregoing, the Exchange Rate Agent shall
determine the U.S. dollar equivalent of such Component on the basis of such
cross rates if the Issuer or such agent judges that the equivalent so
calculated is more representative than the U.S. dollar equivalent
calculated as provided in the first sentence of this paragraph. Unless
otherwise specified by the Issuer if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations
or for any other reason, the market to be referred to in respect of such
currency shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in order to make
payments in respect of such securities.
Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.
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 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 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 on any
Notes that remain unclaimed at the end of two years after such principal or
interest shall have become due and payable (whether at maturity 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 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 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 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.
As used herein:
(a) the term "Business Day" means any day, other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close; provided that when
a payment is due on such day in a currency other than U.S. dollars (a "Foreign
Currency") such day must also be a business day in each city designated as a
Financial Center for the Foreign Currency and, if such Foreign Currency is
ECU, such day must not be a non-ECU clearing day, as determined by the ECU
Banking Association in Paris;
(b) the term "Exchange Rate Day" means any day other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close and which is a
business day in each of the cities designated as a Financial Center for the
currencies being converted; provided that if any such currency is ECU, such
day must not be a non-ECU clearing day, as determined by the ECU Banking
Association in Paris; and
(c) all other 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.
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 _______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act ____________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
___________________
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.