EXHIBIT 4-i
[FORM OF FACE OF SECURITY]
SENIOR VARIABLE RATE RENEWABLE NOTE
REGISTERED REGISTERED
No. SRVRR Cusip
[PRINCIPAL AMOUNT],
as modified by Schedule
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)
MORGAN STANLEY DEAN WITTER & CO.
SENIOR VARIABLE RATE RENEWABLE
MEDIUM-TERM NOTE, SERIES C
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(1) Applies only if this Note is a Registered Global Security.
(2) Applies if this is a Registered Global Security, unless new arrangements are
made with DTC outside of existing Letters of Representations.
(3) Applicable if other than 30-60 days. If this is a Registered Global
Security, minimum notice period is [20] days.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to , or registered
assignees, the principal specified in Schedule I hereto on the Initial
Maturity Date specified above or, to the extent the maturity date of any
portion of the principal amount of this Note is extended in accordance with
the procedures set forth below to an Extended Maturity Date, as defined below,
on such Extended Maturity Date (except to the extent such portion is redeemed
prior to such Extended Maturity Date) and to pay interest on the principal
amount hereof outstanding from time to time, from the Interest Accrual Date
specified above at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until (a) the principal hereof is paid or duly
made available for payment or (b) this Note has been canceled in accordance
with the provisions set forth below.
The Issuer will pay interest in arrears weekly, monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Interest Accrual Date
specified above, and on the Initial Maturity Date or the Extended Maturity
Date, as the case may be (each, a "Maturity Date"), or any redemption date;
provided, however, 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; provided, further, that if
an Interest Payment Date or the Maturity Date or redemption date would fall on
a day that is not a Business Day, as defined on the reverse hereof, such
Interest Payment Date, Maturity Date or redemption date shall be the following
day that is a Business Day, except that if the Base Rate specified above is
LIBOR or EURIBOR and such next Business Day falls in the next calendar month,
the Interest Payment Date, Maturity Date or redemption date shall be the
immediately preceding day that is a Business Day. As used herein, "Extended
Maturity Date" means the Maturity Extension Date (as specified above)
occurring in the month twelve months after the most recent Election Date on
which the maturity of this Note has been extended pursuant to the provisions
set forth below.
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 (a) the principal hereof has been
paid or duly made available for payment or (b) this Note has been canceled in
accordance with the provisions set forth 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 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) (each such date a "Record Date"); provided,
however, that interest payable at maturity (or any redemption date) shall be
payable to the person to whom the principal hereof shall be payable.
On each Election Date, the maturity of this Note shall be
extended to the Maturity Extension Date occurring in the month twelve months
following such Election Date, unless, in any such case, the holder hereof elects
to terminate the automatic extension of the maturity hereof or of any portion
hereof having a principal amount of $1,000 or any larger multiple of $1,000 in
excess thereof by delivering to the Trustee at least 15 days but not more than
30 days prior to the applicable Election Date (i) this Note with the form
entitled "Option to Elect Termination of Automatic Extension" 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 of America 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 or terms, a statement that the option to elect termination of
automatic extension is being exercised thereby, the principal amount hereof with
respect to which such option is being exercised and a guarantee that this Note
with the form entitled "Option to Elect Termination of Automatic Extension"
below duly completed will be received by the Trustee no later than five Business
Days after the date of such telegram, telex, facsimile transmission or letter;
provided that such telegram, telex, facsimile transmission or letter shall not
be effective unless this Note and such form duly completed are received by the
Trustee by such fifth Business Day. Such option may be exercised by the holder
for less than the entire principal amount hereof provided that the principal
amount for which such option is not exercised is at least $1,000 or any larger
amount that is an integral multiple of $1,000. If the option to terminate the
automatic extension of the maturity of any portion hereof is exercised, a new
Note or Notes in the form attached hereto as Exhibit A (each, a "Short-Term
Note") for the principal amount hereof for which such option was exercised and
having as its or their "Maturity Date" (as such term is used in each such
Short-Term Note) the Maturity Extension Date occurring in the month twelve
months after such Election Date shall be issued on such Election Date in the
name of the holder hereof and Schedule I hereto shall be annotated as of such
Election Date to reflect the corresponding decrease in the principal amount
hereof. If any exercise of the option to terminate the automatic extension of
the maturity hereof causes the principal amount of this Note to be reduced to
zero, this Note shall nevertheless not be canceled until the date on which all
outstanding Short-Term Notes issued in exchange for this Note shall have been
paid in full.
Notwithstanding the foregoing, the maturity of this Note shall
not be extended beyond the Final Maturity Date specified above.
If the holder of any Short-Term Note elects to exchange all or
a portion of such Short-Term Note for an interest in this Note in accordance
with the terms of such Short-Term Note, Schedule I hereto shall be annotated
on the date of such exchange to reflect the corresponding increase in the
principal amount hereof.
Payment of the principal of this Note, any premium and the
interest due at maturity (or any redemption 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
Trustee, as defined on the reverse hereof, maintained for that purpose in the
Borough of Manhattan, The City of New York, or at the office or agency of such
other paying agent as the Issuer may determine in U.S. dollars. U.S. dollars
payments of interest, other than interest due at maturity or any date of
redemption, will be made by United States 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, will
be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received
by the Trustee 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
[not less than 15 calendar days prior to the applicable payment date](4), [,
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](5); 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,
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 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 date, for payments of
principal, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note
will be based upon the exchange rate as determined by the Exchange Rate Agent
based on the highest bid quotation in The City of New York received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless
such 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.
If this Note ceases to be held by The Depository Trust Company
or its successor or the nominee of The Depository Trust Company or its
successor, this Note will be exchanged for one or more Notes of authorized
denominations having an aggregate principal amount equal to the principal
amount of this Note as then shown on Schedule I hereto, which new Notes shall
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(4) Applies for a Registered Note that is not in global form.
(5) Applies only for a Registered Global Security.
otherwise have the same terms as this Note, except that the provisions of such
new Notes regarding the termination of the automatic extension of the maturity
thereof shall be modified to the extent appropriate for notes not required to
be held in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note. Such new Notes shall have stated
principal amounts and shall be registered in the names of the persons then
having a beneficial interest in this Note or in the names of their nominees.
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 & 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 the Senior
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
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 paragraph, will not
be redeemable 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 the Redemption Dates
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.
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 180 nor more than 210 days prior to the date fixed
for redemption, 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.
This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
specified on the face hereof based on the Index Maturity, if any, specified on
the face hereof (i) (A) plus or minus the Spread, if any, specified on the
face hereof and (B) for any period on or after the Incremental Spread
Commencement Date, if any, specified on the face hereof, plus or minus the
Incremental Spread, if any, specified on the face hereof or (ii) multiplied by
the Spread Multiplier, if any, specified on the face hereof. Commencing with
the Initial Interest Reset Date specified on the face hereof, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof (as used herein, the term "Interest
Reset Date" shall include the Initial Interest Reset Date). The determination
of the rate of interest at which this Note will be reset on any Interest Reset
Date shall be made on the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that (a)
the interest rate in effect for the period from the Interest Accrual Date to
the Initial Interest Reset Date specified on the face hereof will be the
Initial Interest Rate and (b) unless otherwise specified on the face hereof,
the interest rate in effect for the ten calendar days immediately prior to
maturity, redemption or repayment will be that in effect on the tenth calendar
day preceding such maturity, redemption or repayment. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. 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").
The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to
LIBOR, other than for LIBOR Notes for which the Index Currency is euros, shall
be the second London Banking Day preceding such Interest Reset Date, except
that the Interest Determination Date pertaining to an Interest Reset Date for
a LIBOR Note for which the Index Currency is pounds sterling will be such
Interest Reset Date. As used herein, "London Banking Day" means any day on
which dealings in deposits in the Index Currency (as defined herein) are
transacted in the London interbank market. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in which such
Interest Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held
on the Friday of the week preceding such Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Reset Date, then the
Interest Reset Date shall instead be the first Business Day following the date
of such auction.
Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.
Determination of CD Rate. If the Base Rate specified on the
face hereof is the "CD Rate," for any Interest Determination Date, the CD
Rate with respect to this Note shall be the rate on that date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures shall be followed if the CD Rate
cannot be determined as described above:
(i) If the above rate is not published in H.15(519) by 9:00
a.m., New York City time, on the Calculation Date, the CD Rate shall be the
rate on that Interest Determination Date set forth in the daily update of
H.15(519), available through the world wide website of the Board of
Governors of the Federal Reserve System at http://www.bog.frb.fed.us/
releases/h15/update, or any successor site or publication ("H.15 Daily
Update") for the Interest Determination Date for certificates of deposit
having the Index Maturity specified on the face hereof, under the caption "CDs
(Secondary Market)."
(ii) If the above rate is not yet published in either
H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the CD Rate to be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on that Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer) for negotiable certificates of deposit of major United States
money center banks of the highest credit standing in the market for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time.
(iii) If the dealers selected by the Calculation Agent are
not quoting as described in (ii) above, the CD Rate shall remain the CD
Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial
Interest Rate.
Determination of Commercial Paper Rate. If the Base Rate
specified on the face hereof is the "Commercial Paper Rate," for any Interest
Determination Date, the Commercial Paper Rate with respect to this Note shall
be the Money Market Yield (as defined herein), calculated as described below,
of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof, as that rate is published in H.15(519), under
the heading "Commercial Paper -- Nonfinancial."
The following procedures shall be followed if the Commercial
Paper Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on that Interest Determination
Date for commercial paper of the Index Maturity specified on the face
hereof as published in the H.15 Daily Update under the heading "Commercial
Paper -- Nonfinancial."
(ii) If by 3:00 p.m., New York City time, on that
Calculation Date the rate is not yet published in either H.15(519) or the
H.15 Daily Update, then the Calculation Agent shall determine the
Commercial Paper Rate to be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on that Interest
Determination Date of three leading dealers of commercial paper in The City
of New York selected by the Calculation Agent (after consultation with the
Issuer) for commercial paper of the Index Maturity specified on the face
hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency.
(iii) If the dealers selected by the Calculation Agent are
not quoting as mentioned above, the Commercial Paper Rate for that Interest
Determination Date shall remain the Commercial Paper Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
The "Money Market Yield" shall be a yield calculated in
accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the applicable per year rate for commercial paper
quoted on a bank discount basis and expressed as a decimal and "M" refers
to the actual number of days in the interest period for which interest is
being calculated.
Determination of EURIBOR Notes. If the Base Rate specified on
the face hereof is "EURIBOR," for any Interest Determination Date, EURIBOR
with respect to this Note shall be the rate for deposits in euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI - The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
Index Maturity specified on the face hereof as that rate appears on the
display on Bridge Telerate, Inc., or any successor service, on page 248 or any
other page as may replace page 248 on that service ("Telerate Page 248") as of
11:00 a.m. (Brussels time).
The following procedures shall be followed if the rate cannot
be determined as described above:
(i) If the above rate does not appear, the Calculation
Agent shall request the principal Euro-zone office of each of four major
banks in the Euro-zone interbank market, as selected by the Calculation
Agent (after consultation with the Issuer) to provide the Calculation Agent
with its offered rate for deposits in euros, at approximately 11:00 a.m.
(Brussels time) on the Interest Determination Date, to prime banks in the
Euro-zone interbank market for the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that
time. If at least two quotations are provided, EURIBOR shall be the
arithmetic mean of those quotations.
(ii) If fewer than two quotations are provided, EURIBOR
shall be the arithmetic mean of the rates quoted by four major banks in the
Euro-zone, as selected by the Calculation Agent (after consultation with
the Issuer) at approximately 11:00 a.m. (Brussels time), on the applicable
Interest Reset Date for loans in euro to leading European banks for a
period of time equivalent to the Index Maturity specified on the face
hereof commencing on that Interest Reset Date in a principal amount not
less than the equivalent of U.S.$1 million in euro.
(iii) If the banks so selected by the Calculation Agent are
not quoting as described in (ii) above, the EURIBOR rate in effect for the
applicable period shall be the same as EURIBOR for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community (the "EC"), as amended by the treaty on
European Union (as so amended, the "Treaty").
Determination of the Federal Funds Rates. If the Base Rate
specified on the face hereof is the "Federal Funds Rate," for any Interest
Determination Date, the Federal Funds Rate with respect to this Note shall be
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace page 120
on that service ("Telerate Page 120").
The following procedures shall be followed if the Federal Funds
Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, the Federal Funds Rate shall be
the rate on that Interest Determination Date as published in the H.15 Daily
Update under the heading "Federal Funds/Effective Rate."
(ii) If that rate is not yet published in either H.15(519)
or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the Federal Funds
Rate to be the arithmetic mean of the rates for the last transaction in
overnight federal funds by each of three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent
(after consultation with the Issuer) prior to 9:00 a.m., New York City
time, on that Interest Determination Date.
(iii) If the brokers selected by the Calculation Agent are
not quoting as mentioned above, the Federal Funds Rate relating to that
Interest Determination Date shall remain the Federal Funds Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
Determination of LIBOR. If the Base Rate specified on the face
hereof is "LIBOR," LIBOR with respect to this Note shall be based on London
interbank offered rate. The Calculation Agent shall determine "LIBOR" for each
Interest Determination Date as follows:
(i) As of the Interest Determination Date, LIBOR shall be
either: (a) if "LIBOR Reuters" is specified as the Reporting Service on the
face hereof, the arithmetic mean of the offered rates for deposits in the
Index Currency having the Index Maturity designated on the face hereof,
commencing on the second London Banking Day immediately following that
Interest Determination Date, that appear on the Designated LIBOR Page, as
defined below, as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two offered rates appear on the Designated
LIBOR Page; except that if the specified Designated LIBOR Page, by its
terms provides only for a single rate, that single rate shall be used; or
(b) if "LIBOR Telerate" is specified as the Reporting Service on the face
hereof, the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London
Banking Day immediately following that Interest Determination Date or, if
pounds sterling is the Index Currency, commencing on that Interest
Determination Date, that appears on the Designated LIBOR Page at
approximately 11:00 a.m., London time, on that Interest Determination Date.
(ii) If (a) fewer than two offered rates appear and LIBOR
Reuters is specified on the face hereof, or (b) no rate appears and the
face hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and
the Designated LIBOR Page by its terms provides only for a single rate,
then the Calculation Agent shall request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Issuer) to
provide the Calculation Agent with its offered quotation for deposits in
the Index Currency for the period of the Index Maturity specified on the
face hereof commencing on the second London Banking Day immediately
following the Interest Determination Date or, if pounds sterling is the
Index Currency, commencing on that Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on that Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that
market at that time.
(iii) If at least two quotations are provided, LIBOR
determined on that Interest Determination Date shall be the arithmetic mean
of those quotations. If fewer than two quotations are provided, LIBOR
shall be determined for the applicable Interest Reset Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., London
time, or some other time specified on the face hereof, in the applicable
principal financial center for the country of the Index Currency on that
Interest Reset Date, by three major banks in that principal financial
center selected by the Calculation Agent (after consultation with the
Issuer) for loans in the Index Currency to leading European banks, having
the Index Maturity specified on the face hereof and in a principal amount
that is representative of a single transaction in that Index Currency in
that market at that time.
(iv) If the banks so selected by the Calculation Agent are
not quoting as described in (iii) above, LIBOR in effect for the applicable
period shall be the same as LIBOR for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.
The "Index Currency" means the currency specified on the face
hereof as the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either: (a) if LIBOR Reuters is
designated as the Reporting Service on the face hereof, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency or its
designated successor, or (b) if LIBOR Telerate is designated as the Reporting
Service on the face hereof, the display on Bridge Telerate Inc., or any
successor service, on the page specified on the face hereof, or any other page
as may replace that page on that service, for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified on the
face hereof, LIBOR for the applicable Index Currency shall be determined as if
LIBOR Telerate were specified, and, if the U.S. dollar is the Index Currency,
as if Page 3750, had been specified.
Determination of Prime Rate. If the Base Rate specified on the
face hereof is "Prime Rate," for any Interest Determination Date, the Prime
Rate with respect to this Note shall be the rate on that date as published in
H.15(519) under the heading "Bank Prime Loan."
The following procedures shall be followed if the Prime Rate
cannot be determined as described above:
(i) If the rate is not published prior to 9:00 a.m., New
York City time, on the Calculation Date, then the Prime Rate shall be the
rate on that Interest Determination Date as published in H.15 Daily Update
under the heading "Bank Prime Loan."
(ii) If the rate is not published prior to 3:00 p.m., New
York City time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Prime Rate to
be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
as that bank's Prime Rate or base lending rate as in effect for that
Interest Determination Date.
(iii) If fewer than four rates appear on the Reuters Screen
USPRIME 1 Page for that Interest Determination Date, the Calculation Agent
shall determine the Prime Rate to be the arithmetic mean of the Prime Rates
quoted on the basis of the actual number of days in the year divided by 360
as of the close of business on that Interest Determination Date by at least
three major banks in The City of New York selected by the Calculation Agent
(after consultation with the Issuer).
(iv) If the banks selected are not quoting as described in
(iii) above, the Prime Rate shall remain the Prime Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Reuters Screen USPRIME 1 Page" means the display designated as
page "USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major
United States banks.
Determination of Treasury Rate. If the Base Rate specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this
Note shall be:
(i) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(ii) if the rate described in (i) above is not published by
3:00 p.m., New York City time, on the Calculation Date, the Bond Equivalent
Yield of the rate for the applicable Treasury Bills as published in the
H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High;" or
(iii) if the rate described in (ii) above is not published by
3:00 p.m., New York City time, on the related Calculation Date, the Bond
Equivalent Yield of the Auction rate of the applicable Treasury Bills,
announced by the United States Department of the Treasury; or
(iv) in the event that the rate described in (iii) above is
not announced by the United States Department of the Treasury, or if the
Auction is not held, the Bond Equivalent Yield of the rate on the
applicable Interest Determination Date of Treasury Bills having the Index
Maturity specified on the face hereof published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(v) if the rate described in (iv) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(vi) if the rate described in (v) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on the
applicable Interest Determination Date, of three primary United States
government securities dealers, which may include the agent or its
affiliates, selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on
the face hereof; or
(vii) if the dealers selected by the Calculation Agent are not
quoting as described in (vi), the Treasury Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in
accordance with the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = -------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of CMT Rate. If the Base Rate specified on the
face hereof is the "CMT Rate," for any Interest Determination Date, the CMT
Rate with respect to this Note shall be the rate displayed on the Designated
CMT Telerate Page (as defined below) under the caption "... Treasury Constant
Maturities ... Federal Reserve Board Release H.15... Mondays Approximately
3:45 p.m.," under the column for the Designated CMT Maturity Index, as defined
below, for:
(1) the rate on that Interest Determination Date, if the
Designated CMT Telerate Page is 7051; and
(2) the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs, if
the Designated CMT Telerate Page is 7052.
The following procedures shall be followed if the CMT Rate
cannot be determined as described above:
(i) If that rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519).
(ii) If the rate described in (i) is no longer published, or
if not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
Rate for the Designated CMT Maturity Index or other United States Treasury
rate for the Designated CMT Maturity Index on the Interest Determination
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in the relevant
H.15(519).
(iii) If the information described in (ii) is not provided by
3:00 p.m., New York City time, on the related Calculation Date, then the
Calculation Agent shall determine the CMT Rate to be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date, reported, according to their written records, by three
leading primary United States government securities dealers ("Reference
Dealers") in The City of New York, which may include an agent or other
affiliates of the Issuer, selected by the Calculation Agent as described in
the following sentence. The Calculation Agent shall select five reference
dealers (after consultation with the Issuer) and shall eliminate the
highest quotation or, in the event of equality, one of the highest, and the
lowest quotation or, in the event of equality, one of the lowest, for the
most recently issued direct noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of approximately
the Designated CMT Maturity Index and a remaining term to maturity of not
less than that Designated CMT Maturity Index minus one year. If two
Treasury Notes with an original maturity as described above have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to maturity
shall be used.
(iv) If the Calculation Agent cannot obtain three Treasury
Notes quotations as described in (iii) above, the Calculation Agent shall
determine the CMT Rate to be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date of three
reference dealers in The City of New York, selected using the same method
described in (iii) above, for Treasury Notes with an original maturity
equal to the number of years closest to but not less than the Designated
CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000.
(v) If three or four (and not five) of the reference
dealers are quoting as described in (iv) above, then the CMT Rate shall be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of those quotes shall be eliminated.
(vi) If fewer than three reference dealers selected by the
Calculation Agent are quoting as described in (iv) above, the CMT Rate
shall be the CMT Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable
shall be the Initial Interest Rate.
"Designated CMT Telerate Page" means the display on Bridge
Telerate, Inc., or any successor service, on the page designated on the face
hereof or any other page as may replace that page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10,
20 or 30 years, specified in an applicable pricing supplement for which the
CMT Rate shall be calculated. If no maturity is specified on the face hereof,
the Designated CMT Maturity Index shall be two years.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof. The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date. The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.
Unless otherwise indicated on the face hereof, interest
payments on this Note shall be the amount of interest accrued from and
including the Interest Accrual Date or from and including the last date to
which interest has been paid or duly provided for to but, excluding the
Interest Payment Dates or Maturity Date (or any earlier redemption date), as
the case may be. Accrued interest hereon for any period shall be the sum of
the products obtained by multiplying the interest factor calculated for each
day in such period by the principal amount hereof shown on Schedule I hereto
for each such day; provided that for the purpose of calculating the amount of
interest payable hereon, any decrease in the principal amount hereof
attributable to an exercise of the option to terminate the automatic extension
of the maturity hereof shall be effective on and as of the Election Date
corresponding to the exercise of such option, and any increase in the
principal amount hereof shall be effective on and as of the Interest Payment
Date immediately preceding the date of such increase. The interest factor for
each such day shall be computed by dividing the interest rate applicable to
such day (i) by 360 if the Base Rate is CD Rate, Commercial Paper Rate,
EURIBOR, Federal Funds Rate, Prime Rate or LIBOR (except if the Index Currency
is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the Index
Currency is pounds sterling; or (iii) by the actual number of days in the year
if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (.0000001), with five one-millionths of a percentage point rounded
upward, and all dollar amounts used in or resulting from such calculation on
this Note will be rounded to the nearest cent (with one-half cent rounded
upward). The interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. The interest rate applicable to any
other day is the interest rate from the immediately preceding Interest Reset
Date (or, if none, the Initial Interest Rate).
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 is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher minimum denomination
is required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of
such Specified Currency), or an 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 be redeemed for a period of fifteen calendar days preceding
the mailing of the relevant notice of redemption`. 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 registrations, exchanges and transfers of Notes will be free of charge,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration
of any Note delivered upon any exchange or transfer of Notes shall be such
that no gain or loss of interest results from such exchange or transfer.
In case this Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, the Issuer in its discretion may execute a new
Note of like tenor in exchange for this Note, but, if this Note is destroyed,
lost or stolen, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture, shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
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.
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 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 EC, as amended by 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 (as
defined below) quotations are not available, the Exchange Rate Agent shall
determine the market exchange rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as 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 for the 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 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 with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
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.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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.
OPTION TO ELECT TERMINATION OF AUTOMATIC EXTENSION
The undersigned hereby elects to terminate the automatic
extension of the maturity of the within Note (or the portion thereof specified
below) with the effect provided in the within Note by surrendering the within
Note to the Trustee at The Chase Manhattan Bank (formerly known as Chemical
Bank), 55 Water Street, New York, New York 10041, Attention: Corporate Trustee
Administration Department, or such other address of which the Issuer shall
from time to time notify the holders of the Notes, together with this form of
"Option to Elect Termination of Automatic Extension" duly completed by the
holder of the within Note.
If the automatic extension of the maturity of less than the
entire principal amount of the within Note is to be terminated, specify the
portion thereof (which shall be $1,000 or an integral multiple of $1,000 in
excess thereof) as to which the holder elects to terminate the automatic
extension of the maturity $________; and specify the denomination or
denominations (which shall be $1,000 or an integral multiple of $1,000 in
excess thereof) of the Notes in the form attached to the within Note as
Exhibit A to be issued to the holder for the portion of the within Note as to
which the automatic extension of maturity is being terminated (in the absence
of any such specification one such Note will be issued for the portion as to
which the automatic extension of maturity is being terminated) $________.
Dated__________________________________ ______________________________________
NOTICE: The signature on this Option
to Elect Termination of Automatic
Extension must correspond with the
name as written upon the face of the
within Note in every particular,
without alteration or enlargement
or any change whatever.
SCHEDULE I
SCHEDULE OF EXCHANGES
The initial principal amount of this Note is $________. The
following exchanges of a portion of this Note for an interest in a Short-Term
Note and the following exchanges of an interest in a Short-Term Note for an
interest in this Note have been made:
EXHIBIT A TO SENIOR VARIABLE RATE RENEWABLE NOTE
[FORM OF FACE OF SECURITY]
REGISTERED REGISTERED
No. SRVRR Cusip
U.S. $_____________
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.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR VARIABLE RATE RENEWABLE
MEDIUM-TERM NOTE, SERIES C
---------------
(1) Applicable if other than 30-60 days. If this is a Registered Global
Security, minimum notice period is [20] days.
(2) Applies if this is a Registered Global Security, unless new arrangements
are made with DTC outside of existing Letters of Representations.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to , or registered assignees, the
principal sum specified in Schedule I hereto on the Maturity Date specified
above and to pay interest on the principal amount hereof outstanding from time
to time, from the Interest Accrual Date specified above at a rate per annum
equal to the Initial Interest Rate, as defined below, until the Initial
Interest Reset Date specified above, and thereafter at a rate per annum
determined in accordance with the provisions specified on the reverse hereof
until the earlier of (a) the date on which the principal hereof is paid or
duly made available for payment and (b) the Interest Payment Date immediately
preceding the date on which the principal amount hereof is reduced to zero, in
each case, together with the unpaid amount of interest, if any, payable on the
principal amount hereof during the period that the Issuer's obligation to pay
such principal amount was evidenced by a predecessor Note that provided for
the automatic extension of the maturity thereof (the "Renewable Note"), which
amount shall be payable on the first date succeeding the Interest Accrual Date
specified above on which interest on this Note is paid and shall be payable to
the person receiving such interest payment. The Issuer will pay interest
hereon in arrears weekly, monthly, quarterly, semiannually or annually as
specified above as the Interest Payment Period on each Interest Payment Date
(as specified above), commencing with the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and on the Maturity Date
or any redemption date; provided, however, 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;
provided, further, that if an Interest Payment Date or the Maturity Date would
fall on a day that is not a Business Day, as defined on the reverse hereof,
such Interest Payment Date or Maturity Date shall be the following day that is
a Business Day, except that if the Base Rate specified above is LIBOR or
EURIBOR and such next Business Day falls in the next calendar month, the
Interest Payment Date or Maturity Date shall be the immediately preceding day
that is a Business Day. As used herein, "Initial Interest Rate" means the
rate of interest determined in accordance with the provisions of the Renewable
Note (i) on the Interest Reset Date with respect to the Renewable Note
occurring on the Interest Accrual Date specified above or (ii) if no such
Interest Reset Date occurred on the Interest Accrual Date, on the Interest
Reset Date with respect to the Renewable Note occurring immediately preceding
the Interest Accrual Date.
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 (a) the principal hereof has
been paid or duly made available for payment and (b) the Interest Payment Date
immediately preceding the date on which the principal amount hereof is reduced
to zero in accordance with the provisions set forth 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 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) (each such date a
"Record Date"); provided, however, that interest payable at maturity will be
payable to the person to whom the principal hereof shall be payable.
On any date following the Interest Accrual Date and prior to
the Record Date immediately preceding the Maturity Date, the holder hereof may
elect to exchange this Note or any portion hereof having a principal amount of
$1,000 or any larger multiple of $1,000 in excess thereof for an interest in
the Renewable Note equal to the principal amount hereof so exchanged by
delivering to the Trustee (i) this Note with the form entitled "Option to
Exchange" 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 of America 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 or terms, a statement that the
option to exchange is being exercised thereby, the principal amount hereof
with respect to which such option is being exercised and a guarantee that this
Note with the form entitled "Option to Exchange" below duly completed will be
received by the Trustee no later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter; provided that such
telegram, telex, facsimile transmission or letter shall not be effective
unless this Note and such form duly completed are received by the Trustee by
such fifth Business Day. Such option may be exercised by the holder for less
than the entire principal amount hereof provided that the principal amount for
which such option is not exercised is at least $1,000 or any larger amount
that is an integral multiple of $1,000. Notwithstanding the foregoing, the
option to exchange all or a portion of this Note for an interest in the
Renewable Note may not be exercised during the period from and including a
Record Date to but excluding the immediately succeeding Interest Payment Date.
If the option to exchange any portion hereof is exercised, then, on the date
of such exchange, Schedule I hereto shall be annotated to reflect the
corresponding decrease in the principal amount hereof, and Schedule I to the
Renewable Note shall be annotated to reflect the corresponding increase in the
principal amount thereof.
Payment of the principal of this Note, any premium and the
interest due at maturity (or any redemption 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
Trustee, as defined on the reverse hereof, maintained for that purpose in the
Borough of Manhattan, The City of New York, or at the office or agency of such
other paying agent as the Issuer may determine in U.S. dollars. U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption, will be made by United States 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 paid in U.S. dollars, shall be
entitled to receive payments of interest, other than interest due at maturity
or any date of redemption, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee 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
[not less than 15 calendar days prior to the applicable payment date](3) [,
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
---------------
(3) Applies for Registered Note that is not in global form.
any premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be](4); 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 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 date, for payments of
principal, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note
will be based upon the exchange rate as determined by the Exchange Rate Agent
based on the highest bid quotation in The City of New York received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless
such 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.
If this Note ceases to be held by The Depository Trust Company
or its successor or the nominee of The Depository Trust Company or its
successor, this Note will be exchanged for one or more Notes of authorized
denominations having an aggregate principal amount equal to the principal
amount of this Note as then shown on Schedule I hereto, which new Notes shall
otherwise have the same terms as this Note, except that the provisions of such
new Notes regarding the exchange thereof for an interest in a note providing
for the automatic extension of the maturity thereof (a "New Renewable Note")
shall be modified to the extent appropriate for notes not required to be held
in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note. The terms of the New Renewable Note shall
be the same as the terms of the Renewable Note, except that the principal
amount thereof shall equal the principal amount of the new Notes exchanged
therefor and the provisions of such New Renewable Notes regarding the
automatic extension of the maturity thereof shall be modified to the extent
appropriate for notes not required to be held in a securities depositary;
---------------
(4) Applies only for a Registered Global Security.
provided that the respective rights and obligations of the Issuer and the
holders of such New Renewable Notes shall be the same in all material respects
as the respective rights and obligations of the Issuer and the holder of the
Renewable Note. Such new Notes shall have stated principal amounts and shall
be registered in the names of the persons then having a beneficial interest in
this Note or in the names of their nominees.
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 & 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 the Senior
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
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 will not be redeemable prior to
maturity.
This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
specified on the face hereof based on the Index Maturity, if any, specified on
the face hereof (i) (A) plus or minus the Spread, if any, specified on the
face hereof and (B) for any period on or after the Incremental Spread
Commencement Date, if any, specified on the face hereof, plus or minus the
Incremental Spread, if any, specified on the face hereof or (ii) multiplied by
the Spread Multiplier, if any, specified on the face hereof. Commencing with
the Initial Interest Reset Date specified on the face hereof, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof (as used herein, the term "Interest
Reset Date" shall include the Initial Interest Reset Date). The determination
of the rate of interest at which this Note will be reset on any Interest Reset
Date shall be made, on the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that (a)
the interest rate in effect for the period from the Interest Accrual Date to
the Initial Interest Reset Date specified on the face hereof will be the
Initial Interest Rate and (b) unless otherwise specified on the face hereof,
the interest rate in effect for the ten calendar days immediately prior to
maturity, redemption or repayment will be that in effect on the tenth calendar
day preceding such maturity, redemption or repayment date. If any Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is a Business
Day, except that if the Base Rate specified on the face hereof is LIBOR or
EURIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. 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").
The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to LIBOR, other
than for LIBOR Notes for which the Index Currency is euros, shall be the
second London Banking Day preceding such Interest Reset Date, except that the
Interest Determination Date pertaining to an Interest Reset Date for a LIBOR
Note for which the Index Currency is pounds Sterling will be such Interest
Reset Date. As used herein, "London Banking Day" means any day on which
dealings in deposits in the Index Currency (as defined herein) are transacted
in the London interbank market. The Interest Determination Date pertaining to
an Interest Reset Date for Notes bearing interest calculated by reference to
the Treasury Rate shall be the day of the week in which such Interest Reset
Date falls on which Treasury bills normally would be auctioned; provided,
however, that if as a result of a legal holiday an auction is held on the
Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such
auction.
Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.
Determination of CD Rate. If the Base Rate specified on the
face hereof is the "CD Rate," for any Interest Determination Date, the CD
Rate with respect to this Note shall be the rate on that date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures shall be followed if the CD Rate
cannot be determined as described above:
(i) If the above rate is not published in H.15(519) by 9:00
a.m., New York City time, on the Calculation Date, the CD Rate shall be the
rate on that Interest Determination Date set forth in the daily update of
H.15(519), available through the world wide website of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication ("H.15 Daily Update") for the Interest Determination Date for
certificates of deposit having the Index Maturity specified on the face
hereof, under the caption "CDs (Secondary Market)."
(ii) If the above rate is not yet published in either
H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the CD Rate to be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on that Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer) for negotiable certificates of deposit of major United States
money center banks of the highest credit standing in the market for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time.
(iii) If the dealers selected by the Calculation Agent are
not quoting as described in (ii) above, the CD Rate shall remain the CD
Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial
Interest Rate.
Determination of Commercial Paper Rate. If the Base Rate
specified on the face hereof is the "Commercial Paper Rate," for any Interest
Determination Date, the Commercial Paper Rate with respect to this Note shall
be the Money Market Yield (as defined herein), calculated as described below,
of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof, as that rate is published in H.15(519), under
the heading "Commercial Paper -- Nonfinancial."
The following procedures shall be followed if the Commercial
Paper Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on that Interest Determination
Date for commercial paper of the Index Maturity specified on the face
hereof as published in the H.15 Daily Update under the heading "Commercial
Paper -- Nonfinancial."
(ii) If by 3:00 p.m., New York City time, on that
Calculation Date the rate is not yet published in either H.15(519) or the
H.15 Daily Update, then the Calculation Agent shall determine the
Commercial Paper Rate to be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on that Interest
Determination Date of three leading dealers of commercial paper in The City
of New York selected by the Calculation Agent (after consultation with the
Issuer) for commercial paper of the Index Maturity specified on the face
hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency.
(iii) If the dealers selected by the Calculation Agent are
not quoting as mentioned above, the Commercial Paper Rate for that Interest
Determination Date shall remain the Commercial Paper Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
The "Money Market Yield" shall be a yield calculated in
accordance with the following formula:
D x 360
Money Market Yield = -------------x 100
360 - (D x M)
where "D" refers to the applicable per year rate for commercial
paper quoted on a bank discount basis and expressed as a decimal and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of EURIBOR Notes. If the Base Rate specified on
the face hereof is "EURIBOR," for any Interest Determination Date, EURIBOR
with respect to this Note shall be the rate for deposits in euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI - The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
Index Maturity specified on the face hereof as that rate appears on the
display on Bridge Telerate, Inc., or any successor service, on page 248 or any
other page as may replace page 248 on that service ("Telerate Page 248") as of
11:00 a.m. (Brussels time).
The following procedures shall be followed if the rate cannot
be determined as described above:
(i) If the above rate does not appear, the Calculation
Agent shall request the principal Euro-zone office of each of four major
banks in the Euro-zone interbank market, as selected by the Calculation
Agent (after consultation with the Issuer) to provide the Calculation Agent
with its offered rate for deposits in euros, at approximately 11:00 a.m.
(Brussels time) on the Interest Determination Date, to prime banks in the
Euro-zone interbank market for the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that
time. If at least two quotations are provided, EURIBOR shall be the
arithmetic mean of those quotations.
(ii) If fewer than two quotations are provided, EURIBOR
shall be the arithmetic mean of the rates quoted by four major banks in the
Euro-zone, as selected by the Calculation Agent (after consultation with
the Issuer) at approximately 11:00 a.m. (Brussels time), on the applicable
Interest Reset Date for loans in euro to leading European banks for a
period of time equivalent to the Index Maturity specified on the face
hereof commencing on that Interest Reset Date in a principal amount not
less than the equivalent of U.S.$1 million in euro.
(iii) If the banks so selected by the Calculation Agent are
not quoting as described in (ii) above, the EURIBOR rate in effect for the
applicable period shall be the same as EURIBOR for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community (the "EC"), as amended by the treaty on
European Union (as so amended, the "Treaty").
Determination of the Federal Funds Rates. If the Base Rate
specified on the face hereof is the "Federal Funds Rate," for any Interest
Determination Date, the Federal Funds Rate with respect to this Note shall be
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace page 120
on that service ("Telerate Page 120").
The following procedures shall be followed if the Federal Funds
Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, the Federal Funds Rate shall be
the rate on that Interest Determination Date as published in the H.15 Daily
Update under the heading "Federal Funds/Effective Rate."
(ii) If that rate is not yet published in either H.15(519)
or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the Federal Funds
Rate to be the arithmetic mean of the rates for the last transaction in
overnight federal funds by each of three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent
(after consultation with the Issuer) prior to 9:00 a.m., New York City
time, on that Interest Determination Date.
(iii) If the brokers selected by the Calculation Agent are
not quoting as mentioned above, the Federal Funds Rate relating to that
Interest Determination Date shall remain the Federal Funds Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
Determination of LIBOR. If the Base Rate specified on the face
hereof is "LIBOR," LIBOR with respect to this Note shall be based on London
interbank offered rate. The Calculation Agent shall determine "LIBOR" for each
Interest Determination Date as follows:
(i) As of the Interest Determination Date, LIBOR shall be
either: (a) if "LIBOR Reuters" is specified as the Reporting Service on the
face hereof, the arithmetic mean of the offered rates for deposits in the
Index Currency having the Index Maturity designated on the face hereof,
commencing on the second London Banking Day immediately following that
Interest Determination Date, that appear on the Designated LIBOR Page, as
defined below, as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two offered rates appear on the Designated
LIBOR Page; except that if the specified Designated LIBOR Page, by its
terms provides only for a single rate, that single rate shall be used; or
(b) if "LIBOR Telerate" is specified as the Reporting Service on the face
hereof, the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London
Banking Day immediately following that Interest Determination Date or, if
pounds sterling is the Index Currency, commencing on that Interest
Determination Date, that appears on the Designated LIBOR Page at
approximately 11:00 a.m., London time, on that Interest Determination Date.
(ii) If (a) fewer than two offered rates appear and LIBOR
Reuters is specified on the face hereof, or (b) no rate appears and the
face hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and
the Designated LIBOR Page by its terms provides only for a single rate,
then the Calculation Agent shall request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Issuer) to
provide the Calculation Agent with its offered quotation for deposits in
the Index Currency for the period of the Index Maturity specified on the
face hereof commencing on the second London Banking Day immediately
following the Interest Determination Date or, if pounds sterling is the
Index Currency, commencing on that Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on that Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that
market at that time.
(iii) If at least two quotations are provided, LIBOR
determined on that Interest Determination Date shall be the arithmetic mean
of those quotations. If fewer than two quotations are provided, LIBOR
shall be determined for the applicable Interest Reset Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., London
time, or some other time specified on the face hereof, in the applicable
principal financial center for the country of the Index Currency on that
Interest Reset Date, by three major banks in that principal financial
center selected by the Calculation Agent (after consultation with the
Issuer) for loans in the Index Currency to leading European banks, having
the Index Maturity specified on the face hereof and in a principal amount
that is representative of a single transaction in that Index Currency in
that market at that time.
(iv) If the banks so selected by the Calculation Agent are
not quoting as described in (iii) above, LIBOR in effect for the applicable
period shall be the same as LIBOR for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.
The "Index Currency" means the currency specified on the face
hereof as the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either: (a) if LIBOR Reuters is
designated as the Reporting Service on the face hereof, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency or its
designated successor, or (b) if LIBOR Telerate is designated as the Reporting
Service on the face hereof, the display on Bridge Telerate Inc., or any
successor service, on the page specified on the face hereof, or any other page
as may replace that page on that service, for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified on the
face hereof, LIBOR for the applicable Index Currency shall be determined as if
LIBOR Telerate were specified, and, if the U.S. dollar is the Index Currency,
as if Page 3750, had been specified.
Determination of Prime Rate. If the Base Rate specified on the
face hereof is "Prime Rate," for any Interest Determination Date, the Prime
Rate with respect to this Note shall be the rate on that date as published in
H.15(519) under the heading "Bank Prime Loan."
The following procedures shall be followed if the Prime Rate
cannot be determined as described above:
(i) If the rate is not published prior to 9:00 a.m., New
York City time, on the Calculation Date, then the Prime Rate shall be the
rate on that Interest Determination Date as published in H.15 Daily Update
under the heading "Bank Prime Loan."
(ii) If the rate is not published prior to 3:00 p.m., New
York City time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Prime Rate to
be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
as that bank's Prime Rate or base lending rate as in effect for that
Interest Determination Date.
(iii) If fewer than four rates appear on the Reuters Screen
USPRIME 1 Page for that Interest Determination Date, the Calculation Agent
shall determine the Prime Rate to be the arithmetic mean of the Prime Rates
quoted on the basis of the actual number of days in the year divided by 360
as of the close of business on that Interest Determination Date by at least
three major banks in The City of New York selected by the Calculation Agent
(after consultation with the Issuer).
(iv) If the banks selected are not quoting as described in
(iii) above, the Prime Rate shall remain the Prime Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Reuters Screen USPRIME 1 Page" means the display designated as
page "USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major
United States banks.
Determination of Treasury Rate. If the Base Rate specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this
Note shall be:
(i) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(ii) if the rate described in (i) above is not published by
3:00 p.m., New York City time, on the Calculation Date, the Bond Equivalent
Yield of the rate for the applicable Treasury Bills as published in the
H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High;" or
(iii) if the rate described in (ii) above is not published by
3:00 p.m., New York City time, on the related Calculation Date, the Bond
Equivalent Yield of the Auction rate of the applicable Treasury Bills,
announced by the United States Department of the Treasury; or
(iv) in the event that the rate described in (iii) above is
not announced by the United States Department of the Treasury, or if the
Auction is not held, the Bond Equivalent Yield of the rate on the
applicable Interest Determination Date of Treasury Bills having the Index
Maturity specified on the face hereof published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(v) if the rate described in (iv) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(vi) if the rate described in (v) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on the
applicable Interest Determination Date, of three primary United States
government securities dealers, which may include the agent or its
affiliates, selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on
the face hereof; or
(vii) if the dealers selected by the Calculation Agent are
not quoting as described in (vi), the Treasury Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in
accordance with the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = -------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of CMT Rate. If the Base Rate specified on the
face hereof is the "CMT Rate," for any Interest Determination Date, the CMT
Rate with respect to this Note shall be the rate displayed on the Designated
CMT Telerate Page (as defined below) under the caption "... Treasury Constant
Maturities ... Federal Reserve Board Release H.15... Mondays Approximately
3:45 p.m.," under the column for the Designated CMT Maturity Index, as defined
below, for:
(1) the rate on that Interest Determination Date, if the
Designated CMT Telerate Page is 7051; and
(2) the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs, if
the Designated CMT Telerate Page is 7052.
The following procedures shall be followed if the CMT Rate
cannot be determined as described above:
(i) If that rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519).
(ii) If the rate described in (i) is no longer published, or
if not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
Rate for the Designated CMT Maturity Index or other United States Treasury
rate for the Designated CMT Maturity Index on the Interest Determination
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in the relevant
H.15(519).
(iii) If the information described in (ii) is not
provided by 3:00 p.m., New York City time, on the related Calculation Date,
then the Calculation Agent shall determine the CMT Rate to be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date, reported, according to their written records, by three
leading primary United States government securities dealers ("Reference
Dealers") in The City of New York, which may include an agent or other
affiliates of the Issuer, selected by the Calculation Agent as described in
the following sentence. The Calculation Agent shall select five reference
dealers (after consultation with the Issuer) and shall eliminate the highest
quotation or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than that
Designated CMT Maturity Index minus one year. If two Treasury Notes with an
original maturity as described above have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quote for the Treasury Note
with the shorter remaining term to maturity shallbe used.
(iv) If the Calculation Agent cannot obtain three Treasury
Notes quotations as described in (iii) above, the Calculation Agent shall
determine the CMT Rate to be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date of three
reference dealers in The City of New York, selected using the same method
described in (iii) above, for Treasury Notes with an original maturity
equal to the number of years closest to but not less than the Designated
CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000.
(v) If three or four (and not five) of the reference
dealers are quoting as described in (iv) above, then the CMT Rate shall be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of those quotes shall be eliminated.
(vi) If fewer than three reference dealers selected by the
Calculation Agent are quoting as described in (iv) above, the CMT Rate
shall be the CMT Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable
shall be the Initial Interest Rate.
"Designated CMT Telerate Page" means the display on Bridge
Telerate, Inc., or any successor service, on the page designated on the face
hereof or any other page as may replace that page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10,
20 or 30 years, specified in an applicable pricing supplement for which the
CMT Rate shall be calculated. If no maturity is specified on the face hereof,
the Designated CMT Maturity Index shall be two years.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof. The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date. The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.
Unless otherwise indicated on the face hereof, interest
payments on this Note shall be the amount of interest accrued from and
including the Interest Accrual Date or from and including the last date to
which interest has been paid or duly provided for to but, excluding the
Interest Payment Dates or Maturity Date, as the case may be. Accrued interest
hereon for any period shall be the sum of the products obtained by multiplying
the interest factor calculated for each day in such period by the principal
amount hereof shown on Schedule I hereto for each such day; provided that for
the purpose of calculating the amount of interest payable hereon, any decrease
in the principal amount hereof attributable to an exercise of the option to
exchange a portion of this Note for an interest in the Renewable Note shall be
effective on and as of the Interest Payment Date immediately preceding the
date of such decrease. The interest factor for each such day shall be
computed by dividing the interest rate applicable to such day (i) by 360 if
the Base Rate is CD Rate, Commercial Paper Rate, EURIBOR Federal Funds Rate,
Prime Rate or LIBOR (except if the Index Currency is pounds sterling); (ii) by
365 if the Base Rate is LIBOR and the Index Currency is pounds sterling; or
(iii) by the actual number of days in the year if the Base Rate is the
Treasury Rate or the CMT Rate. All percentages resulting from any calculation
of the rate of interest on this Note will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation on this Note will be rounded to the
nearest cent (with one-half cent rounded upward). The interest rate in effect
on any Interest Reset Date will be the applicable rate as reset on such date.
The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).
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 is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher minimum denomination
is required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of
such Specified Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined by reference
to the noon dollar buying rate in The City of New York for cable 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 be redeemed for a period of fifteen calendar days preceding
the mailing of the relevant redemption notice. 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
registrations, exchanges and transfers of Notes will be free of charge, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration
of any Note delivered upon any exchange or transfer of Notes shall be such
that no gain or loss of interest results from such exchange or transfer.
In case this Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, the Issuer in its discretion may execute a new
Note of like tenor in exchange for this Note, but, if this Note is destroyed,
lost or stolen, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
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.
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 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 currency in euro 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, if
applicable, euro) where the required payment is in a Specified Currency other
than U.S. dollars 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 (as defined below) unless
the Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations
are not available, the Exchange Rate Agent shall determine the market exchange
rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holders of these 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 for the 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 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 with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
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.
---------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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.
REQUEST TO EXCHANGE
The undersigned hereby requests to exchange the within Note (or
the portion thereof specified below) with the effect provided in the within
Note by surrendering the within Note to the Paying Agent at The Chase
Manhattan Bank (formerly known as Chemical Bank), 55 Water Street, New York,
New York 10041, Attention: Corporate Trustee Administration Department, or
such other address of which the Issuer shall from time to time notify the
holders of the Notes, together with this form of "Request to Exchange" duly
completed by the holder of the within Note.
If less than the entire principal amount of the within Note is
requested to be exchanged, specify the portion thereof (which shall be
$100,000 or an integral multiple of $1,000 in excess thereof) to be exchanged
$______.
Dated:__________________________________ ___________________________________
NOTICE: The signature on this
Request to Exchange must
correspond with the name as
written upon the face of the
within Note in every particular,
without alteration or enlargement
or any change whatever.
SCHEDULE I
SCHEDULE OF EXCHANGES
The initial principal amount of this Note is ___________. The
following exchanges of a portion of this Note for an interest in the Renewable
Note have been made:
[FORM OF FACE OF SECURITY]
SENIOR VARIABLE RATE RENEWABLE NOTE
REGISTERED REGISTERED
No. SRVRR Cusip
[PRINCIPAL AMOUNT],
as modified by Schedule
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)
MORGAN STANLEY DEAN WITTER & CO.
SENIOR VARIABLE RATE RENEWABLE
MEDIUM-TERM NOTE, SERIES C
---------------
(1) Applies only if this Note is a Registered Global Security.
(2) Applies if this is a Registered Global Security, unless new arrangements are
made with DTC outside of existing Letters of Representations.
(3) Applicable if other than 30-60 days. If this is a Registered Global
Security, minimum notice period is [20] days.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to , or registered
assignees, the principal specified in Schedule I hereto on the Initial
Maturity Date specified above or, to the extent the maturity date of any
portion of the principal amount of this Note is extended in accordance with
the procedures set forth below to an Extended Maturity Date, as defined below,
on such Extended Maturity Date (except to the extent such portion is redeemed
prior to such Extended Maturity Date) and to pay interest on the principal
amount hereof outstanding from time to time, from the Interest Accrual Date
specified above at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until (a) the principal hereof is paid or duly
made available for payment or (b) this Note has been canceled in accordance
with the provisions set forth below.
The Issuer will pay interest in arrears weekly, monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Interest Accrual Date
specified above, and on the Initial Maturity Date or the Extended Maturity
Date, as the case may be (each, a "Maturity Date"), or any redemption date;
provided, however, 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; provided, further, that if
an Interest Payment Date or the Maturity Date or redemption date would fall on
a day that is not a Business Day, as defined on the reverse hereof, such
Interest Payment Date, Maturity Date or redemption date shall be the following
day that is a Business Day, except that if the Base Rate specified above is
LIBOR or EURIBOR and such next Business Day falls in the next calendar month,
the Interest Payment Date, Maturity Date or redemption date shall be the
immediately preceding day that is a Business Day. As used herein, "Extended
Maturity Date" means the Maturity Extension Date (as specified above)
occurring in the month twelve months after the most recent Election Date on
which the maturity of this Note has been extended pursuant to the provisions
set forth below.
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 (a) the principal hereof has been
paid or duly made available for payment or (b) this Note has been canceled in
accordance with the provisions set forth 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 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) (each such date a "Record Date"); provided,
however, that interest payable at maturity (or any redemption date) shall be
payable to the person to whom the principal hereof shall be payable.
On each Election Date, the maturity of this Note shall be
extended to the Maturity Extension Date occurring in the month twelve months
following such Election Date, unless, in any such case, the holder hereof elects
to terminate the automatic extension of the maturity hereof or of any portion
hereof having a principal amount of $1,000 or any larger multiple of $1,000 in
excess thereof by delivering to the Trustee at least 15 days but not more than
30 days prior to the applicable Election Date (i) this Note with the form
entitled "Option to Elect Termination of Automatic Extension" 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 of America 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 or terms, a statement that the option to elect termination of
automatic extension is being exercised thereby, the principal amount hereof with
respect to which such option is being exercised and a guarantee that this Note
with the form entitled "Option to Elect Termination of Automatic Extension"
below duly completed will be received by the Trustee no later than five Business
Days after the date of such telegram, telex, facsimile transmission or letter;
provided that such telegram, telex, facsimile transmission or letter shall not
be effective unless this Note and such form duly completed are received by the
Trustee by such fifth Business Day. Such option may be exercised by the holder
for less than the entire principal amount hereof provided that the principal
amount for which such option is not exercised is at least $1,000 or any larger
amount that is an integral multiple of $1,000. If the option to terminate the
automatic extension of the maturity of any portion hereof is exercised, a new
Note or Notes in the form attached hereto as Exhibit A (each, a "Short-Term
Note") for the principal amount hereof for which such option was exercised and
having as its or their "Maturity Date" (as such term is used in each such
Short-Term Note) the Maturity Extension Date occurring in the month twelve
months after such Election Date shall be issued on such Election Date in the
name of the holder hereof and Schedule I hereto shall be annotated as of such
Election Date to reflect the corresponding decrease in the principal amount
hereof. If any exercise of the option to terminate the automatic extension of
the maturity hereof causes the principal amount of this Note to be reduced to
zero, this Note shall nevertheless not be canceled until the date on which all
outstanding Short-Term Notes issued in exchange for this Note shall have been
paid in full.
Notwithstanding the foregoing, the maturity of this Note shall
not be extended beyond the Final Maturity Date specified above.
If the holder of any Short-Term Note elects to exchange all or
a portion of such Short-Term Note for an interest in this Note in accordance
with the terms of such Short-Term Note, Schedule I hereto shall be annotated
on the date of such exchange to reflect the corresponding increase in the
principal amount hereof.
Payment of the principal of this Note, any premium and the
interest due at maturity (or any redemption 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
Trustee, as defined on the reverse hereof, maintained for that purpose in the
Borough of Manhattan, The City of New York, or at the office or agency of such
other paying agent as the Issuer may determine in U.S. dollars. U.S. dollars
payments of interest, other than interest due at maturity or any date of
redemption, will be made by United States 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, will
be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received
by the Trustee 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
[not less than 15 calendar days prior to the applicable payment date](4), [,
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](5); 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,
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 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 date, for payments of
principal, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note
will be based upon the exchange rate as determined by the Exchange Rate Agent
based on the highest bid quotation in The City of New York received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless
such 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.
If this Note ceases to be held by The Depository Trust Company
or its successor or the nominee of The Depository Trust Company or its
successor, this Note will be exchanged for one or more Notes of authorized
denominations having an aggregate principal amount equal to the principal
amount of this Note as then shown on Schedule I hereto, which new Notes shall
---------------
(4) Applies for a Registered Note that is not in global form.
(5) Applies only for a Registered Global Security.
otherwise have the same terms as this Note, except that the provisions of such
new Notes regarding the termination of the automatic extension of the maturity
thereof shall be modified to the extent appropriate for notes not required to
be held in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note. Such new Notes shall have stated
principal amounts and shall be registered in the names of the persons then
having a beneficial interest in this Note or in the names of their nominees.
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 & 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 the Senior
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
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 paragraph, will not
be redeemable 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 the Redemption Dates
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.
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 180 nor more than 210 days prior to the date fixed
for redemption, 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.
This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
specified on the face hereof based on the Index Maturity, if any, specified on
the face hereof (i) (A) plus or minus the Spread, if any, specified on the
face hereof and (B) for any period on or after the Incremental Spread
Commencement Date, if any, specified on the face hereof, plus or minus the
Incremental Spread, if any, specified on the face hereof or (ii) multiplied by
the Spread Multiplier, if any, specified on the face hereof. Commencing with
the Initial Interest Reset Date specified on the face hereof, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof (as used herein, the term "Interest
Reset Date" shall include the Initial Interest Reset Date). The determination
of the rate of interest at which this Note will be reset on any Interest Reset
Date shall be made on the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that (a)
the interest rate in effect for the period from the Interest Accrual Date to
the Initial Interest Reset Date specified on the face hereof will be the
Initial Interest Rate and (b) unless otherwise specified on the face hereof,
the interest rate in effect for the ten calendar days immediately prior to
maturity, redemption or repayment will be that in effect on the tenth calendar
day preceding such maturity, redemption or repayment. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. 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").
The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to
LIBOR, other than for LIBOR Notes for which the Index Currency is euros, shall
be the second London Banking Day preceding such Interest Reset Date, except
that the Interest Determination Date pertaining to an Interest Reset Date for
a LIBOR Note for which the Index Currency is pounds sterling will be such
Interest Reset Date. As used herein, "London Banking Day" means any day on
which dealings in deposits in the Index Currency (as defined herein) are
transacted in the London interbank market. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in which such
Interest Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held
on the Friday of the week preceding such Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Reset Date, then the
Interest Reset Date shall instead be the first Business Day following the date
of such auction.
Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.
Determination of CD Rate. If the Base Rate specified on the
face hereof is the "CD Rate," for any Interest Determination Date, the CD
Rate with respect to this Note shall be the rate on that date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures shall be followed if the CD Rate
cannot be determined as described above:
(i) If the above rate is not published in H.15(519) by 9:00
a.m., New York City time, on the Calculation Date, the CD Rate shall be the
rate on that Interest Determination Date set forth in the daily update of
H.15(519), available through the world wide website of the Board of
Governors of the Federal Reserve System at http://www.bog.frb.fed.us/
releases/h15/update, or any successor site or publication ("H.15 Daily
Update") for the Interest Determination Date for certificates of deposit
having the Index Maturity specified on the face hereof, under the caption "CDs
(Secondary Market)."
(ii) If the above rate is not yet published in either
H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the CD Rate to be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on that Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer) for negotiable certificates of deposit of major United States
money center banks of the highest credit standing in the market for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time.
(iii) If the dealers selected by the Calculation Agent are
not quoting as described in (ii) above, the CD Rate shall remain the CD
Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial
Interest Rate.
Determination of Commercial Paper Rate. If the Base Rate
specified on the face hereof is the "Commercial Paper Rate," for any Interest
Determination Date, the Commercial Paper Rate with respect to this Note shall
be the Money Market Yield (as defined herein), calculated as described below,
of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof, as that rate is published in H.15(519), under
the heading "Commercial Paper -- Nonfinancial."
The following procedures shall be followed if the Commercial
Paper Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on that Interest Determination
Date for commercial paper of the Index Maturity specified on the face
hereof as published in the H.15 Daily Update under the heading "Commercial
Paper -- Nonfinancial."
(ii) If by 3:00 p.m., New York City time, on that
Calculation Date the rate is not yet published in either H.15(519) or the
H.15 Daily Update, then the Calculation Agent shall determine the
Commercial Paper Rate to be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on that Interest
Determination Date of three leading dealers of commercial paper in The City
of New York selected by the Calculation Agent (after consultation with the
Issuer) for commercial paper of the Index Maturity specified on the face
hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency.
(iii) If the dealers selected by the Calculation Agent are
not quoting as mentioned above, the Commercial Paper Rate for that Interest
Determination Date shall remain the Commercial Paper Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
The "Money Market Yield" shall be a yield calculated in
accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the applicable per year rate for commercial paper
quoted on a bank discount basis and expressed as a decimal and "M" refers
to the actual number of days in the interest period for which interest is
being calculated.
Determination of EURIBOR Notes. If the Base Rate specified on
the face hereof is "EURIBOR," for any Interest Determination Date, EURIBOR
with respect to this Note shall be the rate for deposits in euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI - The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
Index Maturity specified on the face hereof as that rate appears on the
display on Bridge Telerate, Inc., or any successor service, on page 248 or any
other page as may replace page 248 on that service ("Telerate Page 248") as of
11:00 a.m. (Brussels time).
The following procedures shall be followed if the rate cannot
be determined as described above:
(i) If the above rate does not appear, the Calculation
Agent shall request the principal Euro-zone office of each of four major
banks in the Euro-zone interbank market, as selected by the Calculation
Agent (after consultation with the Issuer) to provide the Calculation Agent
with its offered rate for deposits in euros, at approximately 11:00 a.m.
(Brussels time) on the Interest Determination Date, to prime banks in the
Euro-zone interbank market for the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that
time. If at least two quotations are provided, EURIBOR shall be the
arithmetic mean of those quotations.
(ii) If fewer than two quotations are provided, EURIBOR
shall be the arithmetic mean of the rates quoted by four major banks in the
Euro-zone, as selected by the Calculation Agent (after consultation with
the Issuer) at approximately 11:00 a.m. (Brussels time), on the applicable
Interest Reset Date for loans in euro to leading European banks for a
period of time equivalent to the Index Maturity specified on the face
hereof commencing on that Interest Reset Date in a principal amount not
less than the equivalent of U.S.$1 million in euro.
(iii) If the banks so selected by the Calculation Agent are
not quoting as described in (ii) above, the EURIBOR rate in effect for the
applicable period shall be the same as EURIBOR for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community (the "EC"), as amended by the treaty on
European Union (as so amended, the "Treaty").
Determination of the Federal Funds Rates. If the Base Rate
specified on the face hereof is the "Federal Funds Rate," for any Interest
Determination Date, the Federal Funds Rate with respect to this Note shall be
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace page 120
on that service ("Telerate Page 120").
The following procedures shall be followed if the Federal Funds
Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, the Federal Funds Rate shall be
the rate on that Interest Determination Date as published in the H.15 Daily
Update under the heading "Federal Funds/Effective Rate."
(ii) If that rate is not yet published in either H.15(519)
or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the Federal Funds
Rate to be the arithmetic mean of the rates for the last transaction in
overnight federal funds by each of three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent
(after consultation with the Issuer) prior to 9:00 a.m., New York City
time, on that Interest Determination Date.
(iii) If the brokers selected by the Calculation Agent are
not quoting as mentioned above, the Federal Funds Rate relating to that
Interest Determination Date shall remain the Federal Funds Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
Determination of LIBOR. If the Base Rate specified on the face
hereof is "LIBOR," LIBOR with respect to this Note shall be based on London
interbank offered rate. The Calculation Agent shall determine "LIBOR" for each
Interest Determination Date as follows:
(i) As of the Interest Determination Date, LIBOR shall be
either: (a) if "LIBOR Reuters" is specified as the Reporting Service on the
face hereof, the arithmetic mean of the offered rates for deposits in the
Index Currency having the Index Maturity designated on the face hereof,
commencing on the second London Banking Day immediately following that
Interest Determination Date, that appear on the Designated LIBOR Page, as
defined below, as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two offered rates appear on the Designated
LIBOR Page; except that if the specified Designated LIBOR Page, by its
terms provides only for a single rate, that single rate shall be used; or
(b) if "LIBOR Telerate" is specified as the Reporting Service on the face
hereof, the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London
Banking Day immediately following that Interest Determination Date or, if
pounds sterling is the Index Currency, commencing on that Interest
Determination Date, that appears on the Designated LIBOR Page at
approximately 11:00 a.m., London time, on that Interest Determination Date.
(ii) If (a) fewer than two offered rates appear and LIBOR
Reuters is specified on the face hereof, or (b) no rate appears and the
face hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and
the Designated LIBOR Page by its terms provides only for a single rate,
then the Calculation Agent shall request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Issuer) to
provide the Calculation Agent with its offered quotation for deposits in
the Index Currency for the period of the Index Maturity specified on the
face hereof commencing on the second London Banking Day immediately
following the Interest Determination Date or, if pounds sterling is the
Index Currency, commencing on that Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on that Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that
market at that time.
(iii) If at least two quotations are provided, LIBOR
determined on that Interest Determination Date shall be the arithmetic mean
of those quotations. If fewer than two quotations are provided, LIBOR
shall be determined for the applicable Interest Reset Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., London
time, or some other time specified on the face hereof, in the applicable
principal financial center for the country of the Index Currency on that
Interest Reset Date, by three major banks in that principal financial
center selected by the Calculation Agent (after consultation with the
Issuer) for loans in the Index Currency to leading European banks, having
the Index Maturity specified on the face hereof and in a principal amount
that is representative of a single transaction in that Index Currency in
that market at that time.
(iv) If the banks so selected by the Calculation Agent are
not quoting as described in (iii) above, LIBOR in effect for the applicable
period shall be the same as LIBOR for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.
The "Index Currency" means the currency specified on the face
hereof as the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either: (a) if LIBOR Reuters is
designated as the Reporting Service on the face hereof, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency or its
designated successor, or (b) if LIBOR Telerate is designated as the Reporting
Service on the face hereof, the display on Bridge Telerate Inc., or any
successor service, on the page specified on the face hereof, or any other page
as may replace that page on that service, for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified on the
face hereof, LIBOR for the applicable Index Currency shall be determined as if
LIBOR Telerate were specified, and, if the U.S. dollar is the Index Currency,
as if Page 3750, had been specified.
Determination of Prime Rate. If the Base Rate specified on the
face hereof is "Prime Rate," for any Interest Determination Date, the Prime
Rate with respect to this Note shall be the rate on that date as published in
H.15(519) under the heading "Bank Prime Loan."
The following procedures shall be followed if the Prime Rate
cannot be determined as described above:
(i) If the rate is not published prior to 9:00 a.m., New
York City time, on the Calculation Date, then the Prime Rate shall be the
rate on that Interest Determination Date as published in H.15 Daily Update
under the heading "Bank Prime Loan."
(ii) If the rate is not published prior to 3:00 p.m., New
York City time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Prime Rate to
be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
as that bank's Prime Rate or base lending rate as in effect for that
Interest Determination Date.
(iii) If fewer than four rates appear on the Reuters Screen
USPRIME 1 Page for that Interest Determination Date, the Calculation Agent
shall determine the Prime Rate to be the arithmetic mean of the Prime Rates
quoted on the basis of the actual number of days in the year divided by 360
as of the close of business on that Interest Determination Date by at least
three major banks in The City of New York selected by the Calculation Agent
(after consultation with the Issuer).
(iv) If the banks selected are not quoting as described in
(iii) above, the Prime Rate shall remain the Prime Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Reuters Screen USPRIME 1 Page" means the display designated as
page "USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major
United States banks.
Determination of Treasury Rate. If the Base Rate specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this
Note shall be:
(i) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(ii) if the rate described in (i) above is not published by
3:00 p.m., New York City time, on the Calculation Date, the Bond Equivalent
Yield of the rate for the applicable Treasury Bills as published in the
H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High;" or
(iii) if the rate described in (ii) above is not published by
3:00 p.m., New York City time, on the related Calculation Date, the Bond
Equivalent Yield of the Auction rate of the applicable Treasury Bills,
announced by the United States Department of the Treasury; or
(iv) in the event that the rate described in (iii) above is
not announced by the United States Department of the Treasury, or if the
Auction is not held, the Bond Equivalent Yield of the rate on the
applicable Interest Determination Date of Treasury Bills having the Index
Maturity specified on the face hereof published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(v) if the rate described in (iv) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(vi) if the rate described in (v) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on the
applicable Interest Determination Date, of three primary United States
government securities dealers, which may include the agent or its
affiliates, selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on
the face hereof; or
(vii) if the dealers selected by the Calculation Agent are not
quoting as described in (vi), the Treasury Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in
accordance with the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = -------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of CMT Rate. If the Base Rate specified on the
face hereof is the "CMT Rate," for any Interest Determination Date, the CMT
Rate with respect to this Note shall be the rate displayed on the Designated
CMT Telerate Page (as defined below) under the caption "... Treasury Constant
Maturities ... Federal Reserve Board Release H.15... Mondays Approximately
3:45 p.m.," under the column for the Designated CMT Maturity Index, as defined
below, for:
(1) the rate on that Interest Determination Date, if the
Designated CMT Telerate Page is 7051; and
(2) the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs, if
the Designated CMT Telerate Page is 7052.
The following procedures shall be followed if the CMT Rate
cannot be determined as described above:
(i) If that rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519).
(ii) If the rate described in (i) is no longer published, or
if not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
Rate for the Designated CMT Maturity Index or other United States Treasury
rate for the Designated CMT Maturity Index on the Interest Determination
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in the relevant
H.15(519).
(iii) If the information described in (ii) is not provided by
3:00 p.m., New York City time, on the related Calculation Date, then the
Calculation Agent shall determine the CMT Rate to be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date, reported, according to their written records, by three
leading primary United States government securities dealers ("Reference
Dealers") in The City of New York, which may include an agent or other
affiliates of the Issuer, selected by the Calculation Agent as described in
the following sentence. The Calculation Agent shall select five reference
dealers (after consultation with the Issuer) and shall eliminate the
highest quotation or, in the event of equality, one of the highest, and the
lowest quotation or, in the event of equality, one of the lowest, for the
most recently issued direct noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of approximately
the Designated CMT Maturity Index and a remaining term to maturity of not
less than that Designated CMT Maturity Index minus one year. If two
Treasury Notes with an original maturity as described above have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to maturity
shall be used.
(iv) If the Calculation Agent cannot obtain three Treasury
Notes quotations as described in (iii) above, the Calculation Agent shall
determine the CMT Rate to be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date of three
reference dealers in The City of New York, selected using the same method
described in (iii) above, for Treasury Notes with an original maturity
equal to the number of years closest to but not less than the Designated
CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000.
(v) If three or four (and not five) of the reference
dealers are quoting as described in (iv) above, then the CMT Rate shall be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of those quotes shall be eliminated.
(vi) If fewer than three reference dealers selected by the
Calculation Agent are quoting as described in (iv) above, the CMT Rate
shall be the CMT Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable
shall be the Initial Interest Rate.
"Designated CMT Telerate Page" means the display on Bridge
Telerate, Inc., or any successor service, on the page designated on the face
hereof or any other page as may replace that page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10,
20 or 30 years, specified in an applicable pricing supplement for which the
CMT Rate shall be calculated. If no maturity is specified on the face hereof,
the Designated CMT Maturity Index shall be two years.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof. The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date. The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.
Unless otherwise indicated on the face hereof, interest
payments on this Note shall be the amount of interest accrued from and
including the Interest Accrual Date or from and including the last date to
which interest has been paid or duly provided for to but, excluding the
Interest Payment Dates or Maturity Date (or any earlier redemption date), as
the case may be. Accrued interest hereon for any period shall be the sum of
the products obtained by multiplying the interest factor calculated for each
day in such period by the principal amount hereof shown on Schedule I hereto
for each such day; provided that for the purpose of calculating the amount of
interest payable hereon, any decrease in the principal amount hereof
attributable to an exercise of the option to terminate the automatic extension
of the maturity hereof shall be effective on and as of the Election Date
corresponding to the exercise of such option, and any increase in the
principal amount hereof shall be effective on and as of the Interest Payment
Date immediately preceding the date of such increase. The interest factor for
each such day shall be computed by dividing the interest rate applicable to
such day (i) by 360 if the Base Rate is CD Rate, Commercial Paper Rate,
EURIBOR, Federal Funds Rate, Prime Rate or LIBOR (except if the Index Currency
is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the Index
Currency is pounds sterling; or (iii) by the actual number of days in the year
if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (.0000001), with five one-millionths of a percentage point rounded
upward, and all dollar amounts used in or resulting from such calculation on
this Note will be rounded to the nearest cent (with one-half cent rounded
upward). The interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. The interest rate applicable to any
other day is the interest rate from the immediately preceding Interest Reset
Date (or, if none, the Initial Interest Rate).
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 is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher minimum denomination
is required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of
such Specified Currency), or an 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 be redeemed for a period of fifteen calendar days preceding
the mailing of the relevant notice of redemption`. 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 registrations, exchanges and transfers of Notes will be free of charge,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration
of any Note delivered upon any exchange or transfer of Notes shall be such
that no gain or loss of interest results from such exchange or transfer.
In case this Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, the Issuer in its discretion may execute a new
Note of like tenor in exchange for this Note, but, if this Note is destroyed,
lost or stolen, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture, shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
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.
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 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 EC, as amended by 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 (as
defined below) quotations are not available, the Exchange Rate Agent shall
determine the market exchange rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as 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 for the 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 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 with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
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.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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.
OPTION TO ELECT TERMINATION OF AUTOMATIC EXTENSION
The undersigned hereby elects to terminate the automatic
extension of the maturity of the within Note (or the portion thereof specified
below) with the effect provided in the within Note by surrendering the within
Note to the Trustee at The Chase Manhattan Bank (formerly known as Chemical
Bank), 55 Water Street, New York, New York 10041, Attention: Corporate Trustee
Administration Department, or such other address of which the Issuer shall
from time to time notify the holders of the Notes, together with this form of
"Option to Elect Termination of Automatic Extension" duly completed by the
holder of the within Note.
If the automatic extension of the maturity of less than the
entire principal amount of the within Note is to be terminated, specify the
portion thereof (which shall be $1,000 or an integral multiple of $1,000 in
excess thereof) as to which the holder elects to terminate the automatic
extension of the maturity $________; and specify the denomination or
denominations (which shall be $1,000 or an integral multiple of $1,000 in
excess thereof) of the Notes in the form attached to the within Note as
Exhibit A to be issued to the holder for the portion of the within Note as to
which the automatic extension of maturity is being terminated (in the absence
of any such specification one such Note will be issued for the portion as to
which the automatic extension of maturity is being terminated) $________.
Dated__________________________________ ______________________________________
NOTICE: The signature on this Option
to Elect Termination of Automatic
Extension must correspond with the
name as written upon the face of the
within Note in every particular,
without alteration or enlargement
or any change whatever.
SCHEDULE I
SCHEDULE OF EXCHANGES
The initial principal amount of this Note is $________. The
following exchanges of a portion of this Note for an interest in a Short-Term
Note and the following exchanges of an interest in a Short-Term Note for an
interest in this Note have been made:
EXHIBIT A TO SENIOR VARIABLE RATE RENEWABLE NOTE
[FORM OF FACE OF SECURITY]
REGISTERED REGISTERED
No. SRVRR Cusip
U.S. $_____________
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.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR VARIABLE RATE RENEWABLE
MEDIUM-TERM NOTE, SERIES C
---------------
(1) Applicable if other than 30-60 days. If this is a Registered Global
Security, minimum notice period is [20] days.
(2) Applies if this is a Registered Global Security, unless new arrangements
are made with DTC outside of existing Letters of Representations.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to , or registered assignees, the
principal sum specified in Schedule I hereto on the Maturity Date specified
above and to pay interest on the principal amount hereof outstanding from time
to time, from the Interest Accrual Date specified above at a rate per annum
equal to the Initial Interest Rate, as defined below, until the Initial
Interest Reset Date specified above, and thereafter at a rate per annum
determined in accordance with the provisions specified on the reverse hereof
until the earlier of (a) the date on which the principal hereof is paid or
duly made available for payment and (b) the Interest Payment Date immediately
preceding the date on which the principal amount hereof is reduced to zero, in
each case, together with the unpaid amount of interest, if any, payable on the
principal amount hereof during the period that the Issuer's obligation to pay
such principal amount was evidenced by a predecessor Note that provided for
the automatic extension of the maturity thereof (the "Renewable Note"), which
amount shall be payable on the first date succeeding the Interest Accrual Date
specified above on which interest on this Note is paid and shall be payable to
the person receiving such interest payment. The Issuer will pay interest
hereon in arrears weekly, monthly, quarterly, semiannually or annually as
specified above as the Interest Payment Period on each Interest Payment Date
(as specified above), commencing with the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and on the Maturity Date
or any redemption date; provided, however, 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;
provided, further, that if an Interest Payment Date or the Maturity Date would
fall on a day that is not a Business Day, as defined on the reverse hereof,
such Interest Payment Date or Maturity Date shall be the following day that is
a Business Day, except that if the Base Rate specified above is LIBOR or
EURIBOR and such next Business Day falls in the next calendar month, the
Interest Payment Date or Maturity Date shall be the immediately preceding day
that is a Business Day. As used herein, "Initial Interest Rate" means the
rate of interest determined in accordance with the provisions of the Renewable
Note (i) on the Interest Reset Date with respect to the Renewable Note
occurring on the Interest Accrual Date specified above or (ii) if no such
Interest Reset Date occurred on the Interest Accrual Date, on the Interest
Reset Date with respect to the Renewable Note occurring immediately preceding
the Interest Accrual Date.
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 (a) the principal hereof has
been paid or duly made available for payment and (b) the Interest Payment Date
immediately preceding the date on which the principal amount hereof is reduced
to zero in accordance with the provisions set forth 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 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) (each such date a
"Record Date"); provided, however, that interest payable at maturity will be
payable to the person to whom the principal hereof shall be payable.
On any date following the Interest Accrual Date and prior to
the Record Date immediately preceding the Maturity Date, the holder hereof may
elect to exchange this Note or any portion hereof having a principal amount of
$1,000 or any larger multiple of $1,000 in excess thereof for an interest in
the Renewable Note equal to the principal amount hereof so exchanged by
delivering to the Trustee (i) this Note with the form entitled "Option to
Exchange" 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 of America 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 or terms, a statement that the
option to exchange is being exercised thereby, the principal amount hereof
with respect to which such option is being exercised and a guarantee that this
Note with the form entitled "Option to Exchange" below duly completed will be
received by the Trustee no later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter; provided that such
telegram, telex, facsimile transmission or letter shall not be effective
unless this Note and such form duly completed are received by the Trustee by
such fifth Business Day. Such option may be exercised by the holder for less
than the entire principal amount hereof provided that the principal amount for
which such option is not exercised is at least $1,000 or any larger amount
that is an integral multiple of $1,000. Notwithstanding the foregoing, the
option to exchange all or a portion of this Note for an interest in the
Renewable Note may not be exercised during the period from and including a
Record Date to but excluding the immediately succeeding Interest Payment Date.
If the option to exchange any portion hereof is exercised, then, on the date
of such exchange, Schedule I hereto shall be annotated to reflect the
corresponding decrease in the principal amount hereof, and Schedule I to the
Renewable Note shall be annotated to reflect the corresponding increase in the
principal amount thereof.
Payment of the principal of this Note, any premium and the
interest due at maturity (or any redemption 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
Trustee, as defined on the reverse hereof, maintained for that purpose in the
Borough of Manhattan, The City of New York, or at the office or agency of such
other paying agent as the Issuer may determine in U.S. dollars. U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption, will be made by United States 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 paid in U.S. dollars, shall be
entitled to receive payments of interest, other than interest due at maturity
or any date of redemption, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee 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
[not less than 15 calendar days prior to the applicable payment date](3) [,
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
---------------
(3) Applies for Registered Note that is not in global form.
any premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be](4); 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 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 date, for payments of
principal, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note
will be based upon the exchange rate as determined by the Exchange Rate Agent
based on the highest bid quotation in The City of New York received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless
such 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.
If this Note ceases to be held by The Depository Trust Company
or its successor or the nominee of The Depository Trust Company or its
successor, this Note will be exchanged for one or more Notes of authorized
denominations having an aggregate principal amount equal to the principal
amount of this Note as then shown on Schedule I hereto, which new Notes shall
otherwise have the same terms as this Note, except that the provisions of such
new Notes regarding the exchange thereof for an interest in a note providing
for the automatic extension of the maturity thereof (a "New Renewable Note")
shall be modified to the extent appropriate for notes not required to be held
in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note. The terms of the New Renewable Note shall
be the same as the terms of the Renewable Note, except that the principal
amount thereof shall equal the principal amount of the new Notes exchanged
therefor and the provisions of such New Renewable Notes regarding the
automatic extension of the maturity thereof shall be modified to the extent
appropriate for notes not required to be held in a securities depositary;
---------------
(4) Applies only for a Registered Global Security.
provided that the respective rights and obligations of the Issuer and the
holders of such New Renewable Notes shall be the same in all material respects
as the respective rights and obligations of the Issuer and the holder of the
Renewable Note. Such new Notes shall have stated principal amounts and shall
be registered in the names of the persons then having a beneficial interest in
this Note or in the names of their nominees.
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 & 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 the Senior
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
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 will not be redeemable prior to
maturity.
This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
specified on the face hereof based on the Index Maturity, if any, specified on
the face hereof (i) (A) plus or minus the Spread, if any, specified on the
face hereof and (B) for any period on or after the Incremental Spread
Commencement Date, if any, specified on the face hereof, plus or minus the
Incremental Spread, if any, specified on the face hereof or (ii) multiplied by
the Spread Multiplier, if any, specified on the face hereof. Commencing with
the Initial Interest Reset Date specified on the face hereof, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof (as used herein, the term "Interest
Reset Date" shall include the Initial Interest Reset Date). The determination
of the rate of interest at which this Note will be reset on any Interest Reset
Date shall be made, on the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that (a)
the interest rate in effect for the period from the Interest Accrual Date to
the Initial Interest Reset Date specified on the face hereof will be the
Initial Interest Rate and (b) unless otherwise specified on the face hereof,
the interest rate in effect for the ten calendar days immediately prior to
maturity, redemption or repayment will be that in effect on the tenth calendar
day preceding such maturity, redemption or repayment date. If any Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is a Business
Day, except that if the Base Rate specified on the face hereof is LIBOR or
EURIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. 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").
The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to LIBOR, other
than for LIBOR Notes for which the Index Currency is euros, shall be the
second London Banking Day preceding such Interest Reset Date, except that the
Interest Determination Date pertaining to an Interest Reset Date for a LIBOR
Note for which the Index Currency is pounds Sterling will be such Interest
Reset Date. As used herein, "London Banking Day" means any day on which
dealings in deposits in the Index Currency (as defined herein) are transacted
in the London interbank market. The Interest Determination Date pertaining to
an Interest Reset Date for Notes bearing interest calculated by reference to
the Treasury Rate shall be the day of the week in which such Interest Reset
Date falls on which Treasury bills normally would be auctioned; provided,
however, that if as a result of a legal holiday an auction is held on the
Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such
auction.
Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.
Determination of CD Rate. If the Base Rate specified on the
face hereof is the "CD Rate," for any Interest Determination Date, the CD
Rate with respect to this Note shall be the rate on that date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures shall be followed if the CD Rate
cannot be determined as described above:
(i) If the above rate is not published in H.15(519) by 9:00
a.m., New York City time, on the Calculation Date, the CD Rate shall be the
rate on that Interest Determination Date set forth in the daily update of
H.15(519), available through the world wide website of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication ("H.15 Daily Update") for the Interest Determination Date for
certificates of deposit having the Index Maturity specified on the face
hereof, under the caption "CDs (Secondary Market)."
(ii) If the above rate is not yet published in either
H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the CD Rate to be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on that Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer) for negotiable certificates of deposit of major United States
money center banks of the highest credit standing in the market for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time.
(iii) If the dealers selected by the Calculation Agent are
not quoting as described in (ii) above, the CD Rate shall remain the CD
Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial
Interest Rate.
Determination of Commercial Paper Rate. If the Base Rate
specified on the face hereof is the "Commercial Paper Rate," for any Interest
Determination Date, the Commercial Paper Rate with respect to this Note shall
be the Money Market Yield (as defined herein), calculated as described below,
of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof, as that rate is published in H.15(519), under
the heading "Commercial Paper -- Nonfinancial."
The following procedures shall be followed if the Commercial
Paper Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on that Interest Determination
Date for commercial paper of the Index Maturity specified on the face
hereof as published in the H.15 Daily Update under the heading "Commercial
Paper -- Nonfinancial."
(ii) If by 3:00 p.m., New York City time, on that
Calculation Date the rate is not yet published in either H.15(519) or the
H.15 Daily Update, then the Calculation Agent shall determine the
Commercial Paper Rate to be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on that Interest
Determination Date of three leading dealers of commercial paper in The City
of New York selected by the Calculation Agent (after consultation with the
Issuer) for commercial paper of the Index Maturity specified on the face
hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency.
(iii) If the dealers selected by the Calculation Agent are
not quoting as mentioned above, the Commercial Paper Rate for that Interest
Determination Date shall remain the Commercial Paper Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
The "Money Market Yield" shall be a yield calculated in
accordance with the following formula:
D x 360
Money Market Yield = -------------x 100
360 - (D x M)
where "D" refers to the applicable per year rate for commercial
paper quoted on a bank discount basis and expressed as a decimal and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of EURIBOR Notes. If the Base Rate specified on
the face hereof is "EURIBOR," for any Interest Determination Date, EURIBOR
with respect to this Note shall be the rate for deposits in euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI - The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
Index Maturity specified on the face hereof as that rate appears on the
display on Bridge Telerate, Inc., or any successor service, on page 248 or any
other page as may replace page 248 on that service ("Telerate Page 248") as of
11:00 a.m. (Brussels time).
The following procedures shall be followed if the rate cannot
be determined as described above:
(i) If the above rate does not appear, the Calculation
Agent shall request the principal Euro-zone office of each of four major
banks in the Euro-zone interbank market, as selected by the Calculation
Agent (after consultation with the Issuer) to provide the Calculation Agent
with its offered rate for deposits in euros, at approximately 11:00 a.m.
(Brussels time) on the Interest Determination Date, to prime banks in the
Euro-zone interbank market for the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that
time. If at least two quotations are provided, EURIBOR shall be the
arithmetic mean of those quotations.
(ii) If fewer than two quotations are provided, EURIBOR
shall be the arithmetic mean of the rates quoted by four major banks in the
Euro-zone, as selected by the Calculation Agent (after consultation with
the Issuer) at approximately 11:00 a.m. (Brussels time), on the applicable
Interest Reset Date for loans in euro to leading European banks for a
period of time equivalent to the Index Maturity specified on the face
hereof commencing on that Interest Reset Date in a principal amount not
less than the equivalent of U.S.$1 million in euro.
(iii) If the banks so selected by the Calculation Agent are
not quoting as described in (ii) above, the EURIBOR rate in effect for the
applicable period shall be the same as EURIBOR for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Euro-zone" means the region comprised of member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community (the "EC"), as amended by the treaty on
European Union (as so amended, the "Treaty").
Determination of the Federal Funds Rates. If the Base Rate
specified on the face hereof is the "Federal Funds Rate," for any Interest
Determination Date, the Federal Funds Rate with respect to this Note shall be
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace page 120
on that service ("Telerate Page 120").
The following procedures shall be followed if the Federal Funds
Rate cannot be determined as described above:
(i) If the above rate is not published by 9:00 a.m., New
York City time, on the Calculation Date, the Federal Funds Rate shall be
the rate on that Interest Determination Date as published in the H.15 Daily
Update under the heading "Federal Funds/Effective Rate."
(ii) If that rate is not yet published in either H.15(519)
or the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the Federal Funds
Rate to be the arithmetic mean of the rates for the last transaction in
overnight federal funds by each of three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent
(after consultation with the Issuer) prior to 9:00 a.m., New York City
time, on that Interest Determination Date.
(iii) If the brokers selected by the Calculation Agent are
not quoting as mentioned above, the Federal Funds Rate relating to that
Interest Determination Date shall remain the Federal Funds Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable shall be the Initial Interest
Rate.
Determination of LIBOR. If the Base Rate specified on the face
hereof is "LIBOR," LIBOR with respect to this Note shall be based on London
interbank offered rate. The Calculation Agent shall determine "LIBOR" for each
Interest Determination Date as follows:
(i) As of the Interest Determination Date, LIBOR shall be
either: (a) if "LIBOR Reuters" is specified as the Reporting Service on the
face hereof, the arithmetic mean of the offered rates for deposits in the
Index Currency having the Index Maturity designated on the face hereof,
commencing on the second London Banking Day immediately following that
Interest Determination Date, that appear on the Designated LIBOR Page, as
defined below, as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two offered rates appear on the Designated
LIBOR Page; except that if the specified Designated LIBOR Page, by its
terms provides only for a single rate, that single rate shall be used; or
(b) if "LIBOR Telerate" is specified as the Reporting Service on the face
hereof, the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London
Banking Day immediately following that Interest Determination Date or, if
pounds sterling is the Index Currency, commencing on that Interest
Determination Date, that appears on the Designated LIBOR Page at
approximately 11:00 a.m., London time, on that Interest Determination Date.
(ii) If (a) fewer than two offered rates appear and LIBOR
Reuters is specified on the face hereof, or (b) no rate appears and the
face hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and
the Designated LIBOR Page by its terms provides only for a single rate,
then the Calculation Agent shall request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Issuer) to
provide the Calculation Agent with its offered quotation for deposits in
the Index Currency for the period of the Index Maturity specified on the
face hereof commencing on the second London Banking Day immediately
following the Interest Determination Date or, if pounds sterling is the
Index Currency, commencing on that Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on that Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that
market at that time.
(iii) If at least two quotations are provided, LIBOR
determined on that Interest Determination Date shall be the arithmetic mean
of those quotations. If fewer than two quotations are provided, LIBOR
shall be determined for the applicable Interest Reset Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., London
time, or some other time specified on the face hereof, in the applicable
principal financial center for the country of the Index Currency on that
Interest Reset Date, by three major banks in that principal financial
center selected by the Calculation Agent (after consultation with the
Issuer) for loans in the Index Currency to leading European banks, having
the Index Maturity specified on the face hereof and in a principal amount
that is representative of a single transaction in that Index Currency in
that market at that time.
(iv) If the banks so selected by the Calculation Agent are
not quoting as described in (iii) above, LIBOR in effect for the applicable
period shall be the same as LIBOR for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.
The "Index Currency" means the currency specified on the face
hereof as the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either: (a) if LIBOR Reuters is
designated as the Reporting Service on the face hereof, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency or its
designated successor, or (b) if LIBOR Telerate is designated as the Reporting
Service on the face hereof, the display on Bridge Telerate Inc., or any
successor service, on the page specified on the face hereof, or any other page
as may replace that page on that service, for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified on the
face hereof, LIBOR for the applicable Index Currency shall be determined as if
LIBOR Telerate were specified, and, if the U.S. dollar is the Index Currency,
as if Page 3750, had been specified.
Determination of Prime Rate. If the Base Rate specified on the
face hereof is "Prime Rate," for any Interest Determination Date, the Prime
Rate with respect to this Note shall be the rate on that date as published in
H.15(519) under the heading "Bank Prime Loan."
The following procedures shall be followed if the Prime Rate
cannot be determined as described above:
(i) If the rate is not published prior to 9:00 a.m., New
York City time, on the Calculation Date, then the Prime Rate shall be the
rate on that Interest Determination Date as published in H.15 Daily Update
under the heading "Bank Prime Loan."
(ii) If the rate is not published prior to 3:00 p.m., New
York City time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Prime Rate to
be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
as that bank's Prime Rate or base lending rate as in effect for that
Interest Determination Date.
(iii) If fewer than four rates appear on the Reuters Screen
USPRIME 1 Page for that Interest Determination Date, the Calculation Agent
shall determine the Prime Rate to be the arithmetic mean of the Prime Rates
quoted on the basis of the actual number of days in the year divided by 360
as of the close of business on that Interest Determination Date by at least
three major banks in The City of New York selected by the Calculation Agent
(after consultation with the Issuer).
(iv) If the banks selected are not quoting as described in
(iii) above, the Prime Rate shall remain the Prime Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
"Reuters Screen USPRIME 1 Page" means the display designated as
page "USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major
United States banks.
Determination of Treasury Rate. If the Base Rate specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this
Note shall be:
(i) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(ii) if the rate described in (i) above is not published by
3:00 p.m., New York City time, on the Calculation Date, the Bond Equivalent
Yield of the rate for the applicable Treasury Bills as published in the
H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High;" or
(iii) if the rate described in (ii) above is not published by
3:00 p.m., New York City time, on the related Calculation Date, the Bond
Equivalent Yield of the Auction rate of the applicable Treasury Bills,
announced by the United States Department of the Treasury; or
(iv) in the event that the rate described in (iii) above is
not announced by the United States Department of the Treasury, or if the
Auction is not held, the Bond Equivalent Yield of the rate on the
applicable Interest Determination Date of Treasury Bills having the Index
Maturity specified on the face hereof published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(v) if the rate described in (iv) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or
(vi) if the rate described in (v) above is not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on the
applicable Interest Determination Date, of three primary United States
government securities dealers, which may include the agent or its
affiliates, selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on
the face hereof; or
(vii) if the dealers selected by the Calculation Agent are
not quoting as described in (vi), the Treasury Rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period,
the rate of interest payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in
accordance with the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = -------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of CMT Rate. If the Base Rate specified on the
face hereof is the "CMT Rate," for any Interest Determination Date, the CMT
Rate with respect to this Note shall be the rate displayed on the Designated
CMT Telerate Page (as defined below) under the caption "... Treasury Constant
Maturities ... Federal Reserve Board Release H.15... Mondays Approximately
3:45 p.m.," under the column for the Designated CMT Maturity Index, as defined
below, for:
(1) the rate on that Interest Determination Date, if the
Designated CMT Telerate Page is 7051; and
(2) the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs, if
the Designated CMT Telerate Page is 7052.
The following procedures shall be followed if the CMT Rate
cannot be determined as described above:
(i) If that rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519).
(ii) If the rate described in (i) is no longer published, or
if not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity
Rate for the Designated CMT Maturity Index or other United States Treasury
rate for the Designated CMT Maturity Index on the Interest Determination
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in the relevant
H.15(519).
(iii) If the information described in (ii) is not
provided by 3:00 p.m., New York City time, on the related Calculation Date,
then the Calculation Agent shall determine the CMT Rate to be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date, reported, according to their written records, by three
leading primary United States government securities dealers ("Reference
Dealers") in The City of New York, which may include an agent or other
affiliates of the Issuer, selected by the Calculation Agent as described in
the following sentence. The Calculation Agent shall select five reference
dealers (after consultation with the Issuer) and shall eliminate the highest
quotation or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than that
Designated CMT Maturity Index minus one year. If two Treasury Notes with an
original maturity as described above have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quote for the Treasury Note
with the shorter remaining term to maturity shallbe used.
(iv) If the Calculation Agent cannot obtain three Treasury
Notes quotations as described in (iii) above, the Calculation Agent shall
determine the CMT Rate to be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date of three
reference dealers in The City of New York, selected using the same method
described in (iii) above, for Treasury Notes with an original maturity
equal to the number of years closest to but not less than the Designated
CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000.
(v) If three or four (and not five) of the reference
dealers are quoting as described in (iv) above, then the CMT Rate shall be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of those quotes shall be eliminated.
(vi) If fewer than three reference dealers selected by the
Calculation Agent are quoting as described in (iv) above, the CMT Rate
shall be the CMT Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable
shall be the Initial Interest Rate.
"Designated CMT Telerate Page" means the display on Bridge
Telerate, Inc., or any successor service, on the page designated on the face
hereof or any other page as may replace that page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10,
20 or 30 years, specified in an applicable pricing supplement for which the
CMT Rate shall be calculated. If no maturity is specified on the face hereof,
the Designated CMT Maturity Index shall be two years.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof. The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date. The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.
Unless otherwise indicated on the face hereof, interest
payments on this Note shall be the amount of interest accrued from and
including the Interest Accrual Date or from and including the last date to
which interest has been paid or duly provided for to but, excluding the
Interest Payment Dates or Maturity Date, as the case may be. Accrued interest
hereon for any period shall be the sum of the products obtained by multiplying
the interest factor calculated for each day in such period by the principal
amount hereof shown on Schedule I hereto for each such day; provided that for
the purpose of calculating the amount of interest payable hereon, any decrease
in the principal amount hereof attributable to an exercise of the option to
exchange a portion of this Note for an interest in the Renewable Note shall be
effective on and as of the Interest Payment Date immediately preceding the
date of such decrease. The interest factor for each such day shall be
computed by dividing the interest rate applicable to such day (i) by 360 if
the Base Rate is CD Rate, Commercial Paper Rate, EURIBOR Federal Funds Rate,
Prime Rate or LIBOR (except if the Index Currency is pounds sterling); (ii) by
365 if the Base Rate is LIBOR and the Index Currency is pounds sterling; or
(iii) by the actual number of days in the year if the Base Rate is the
Treasury Rate or the CMT Rate. All percentages resulting from any calculation
of the rate of interest on this Note will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation on this Note will be rounded to the
nearest cent (with one-half cent rounded upward). The interest rate in effect
on any Interest Reset Date will be the applicable rate as reset on such date.
The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).
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 is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher minimum denomination
is required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of
such Specified Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined by reference
to the noon dollar buying rate in The City of New York for cable 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 be redeemed for a period of fifteen calendar days preceding
the mailing of the relevant redemption notice. 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
registrations, exchanges and transfers of Notes will be free of charge, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration
of any Note delivered upon any exchange or transfer of Notes shall be such
that no gain or loss of interest results from such exchange or transfer.
In case this Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, the Issuer in its discretion may execute a new
Note of like tenor in exchange for this Note, but, if this Note is destroyed,
lost or stolen, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
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.
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 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 currency in euro 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, if
applicable, euro) where the required payment is in a Specified Currency other
than U.S. dollars 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 (as defined below) unless
the Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations
are not available, the Exchange Rate Agent shall determine the market exchange
rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holders of these 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 for the 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 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 with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
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.
---------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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.
REQUEST TO EXCHANGE
The undersigned hereby requests to exchange the within Note (or
the portion thereof specified below) with the effect provided in the within
Note by surrendering the within Note to the Paying Agent at The Chase
Manhattan Bank (formerly known as Chemical Bank), 55 Water Street, New York,
New York 10041, Attention: Corporate Trustee Administration Department, or
such other address of which the Issuer shall from time to time notify the
holders of the Notes, together with this form of "Request to Exchange" duly
completed by the holder of the within Note.
If less than the entire principal amount of the within Note is
requested to be exchanged, specify the portion thereof (which shall be
$100,000 or an integral multiple of $1,000 in excess thereof) to be exchanged
$______.
Dated:__________________________________ ___________________________________
NOTICE: The signature on this
Request to Exchange must
correspond with the name as
written upon the face of the
within Note in every particular,
without alteration or enlargement
or any change whatever.
SCHEDULE I
SCHEDULE OF EXCHANGES
The initial principal amount of this Note is ___________. The
following exchanges of a portion of this Note for an interest in the Renewable
Note have been made: