EXHIBIT 4-n
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL FIXED RATE SENIOR BEARER NOTE
BEARER BEARER
No. TGFX [PRINCIPAL AMOUNT]
[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE
UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.]1
[A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE
WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING
ACT 1987.]2
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN
A PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF
JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING
ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN
-----------
1 Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.
2 Applies only if this Note is denominated in pounds sterling and
matures more than one year from and including the Original Issue Date.
1
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN
COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND OTHER
RELEVANT LAWS AND REGULATIONS OF JAPAN.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
(Fixed Rate)
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to bearer, upon surrender hereof, the principal amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date specified
above until but excluding the date the principal amount is paid or duly made
available for payment, weekly, monthly, quarterly, semi-annually or annually in
arrears on the Interest Payment Dates specified above in each year commencing on
the Interest Payment Date next succeeding the Interest Accrual Date specified
above, and at maturity (or on any redemption or repayment date); provided,
however, that if the Interest Accrual Date occurs fifteen days or less prior to
the first Interest Payment Date
-----------
3 Applicable if other than 30-60 days. Consult with Euroclear or Cedelbank
if a shorter redemption is requested. A minimum of 10 days may be possible.
4 Unless explicitly stated otherwise in term sheet, MSDW practice has been
to exclude this option.
2
occurring after the Interest Accrual Date, interest payments will commence on
the second Interest Payment Date succeeding the Interest Accrual Date.
Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until but excluding the date the principal amount hereof
has been paid or duly made available for payment. Upon any payment of interest
on this Note, the Principal Paying Agent (as defined below) shall cause Schedule
A of this Note to be endorsed to reflect such payment. No payment on this Note
will be made at any office or agency of the Issuer in the United States or by
check mailed to an address in the United States (as defined below) or by wire
transfer to an account maintained by the holder of this Note with a bank in the
United States except as may be permitted under United States federal tax laws
and regulations then in effect without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of the
full amount payable on this Note at the offices of all Paying Agents (as defined
below) would be illegal or effectively precluded as a result of exchange
controls or similar restrictions, payment on this Note will be made by a paying
agency in the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment. Notwithstanding any other
provision of this Note, no payment of principal or interest shall be made on any
portion of this Note unless there shall have been delivered to the Principal
Paying Agent a certificate substantially in the form of Exhibit A hereto with
respect to the portion of this Note with respect to which such principal or
interest is to be paid. Such certificate shall have been delivered to the
Principal Paying Agent by Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System (the "Euroclear Operator"),
Cedelbank and/or any other relevant clearing system (including Societe
Interprofessionelle pour la Compensation des Valeurs Mobilieres and the
Intermediaires financiers habilites authorized to maintain accounts therein
("SICOVAM")) as the case may be, and shall be based on a certificate
substantially in the form of Exhibit B hereto provided to the Euroclear
Operator, Cedelbank and/or any other relevant clearing system, as the case may
be, by those of its account holders who are to receive such payment of principal
or interest.
This Note is issued in temporary global bearer form and represents all
or a portion of a duly authorized issue of Senior Global Medium-Term Notes,
Series [D/E] (the "Notes"), issued under an Amended and Restated Senior
Indenture, dated as of May 1, 1999, between the Issuer and The Chase Manhattan
Bank, as Trustee (the "Trustee," which term includes any successor trustee under
the Senior Indenture) (as may be amended or supplemented from time to time, the
"Senior Indenture"), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Issuer, the Trustee and
holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed The Chase Manhattan Bank,
London Branch, as its principal paying agent for the Notes (the "Principal
Paying Agent," which term includes any additional or successor Principal Paying
Agent appointed by the Issuer).
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Fixed Rate Senior Bearer Note (the
"Permanent Global Bearer Note") to
3
be issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be binding on the
Issuer and the holder hereof as if fully set forth herein. The form of the
Permanent Global Bearer Note is attached hereto.
This Note is exchangeable in whole or from time to time in part on or
after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator,
Cedelbank and/or any other relevant clearing system, acting on behalf of the
owner of a beneficial interest in this Note, to the Principal Paying Agent upon
delivery to the Principal Paying Agent of a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note to be
exchanged. Such certificate shall have been delivered to the Principal Paying
Agent by the Euroclear Operator, Cedelbank and/or any other relevant clearing
system, as the case may be, and shall be based on a certificate substantially in
the form of Exhibit B hereto provided to the Euroclear Operator, Cedelbank
and/or any other relevant clearing system, as the case may be, by those of its
account holders having an interest in the portion hereof to be exchanged.
Notwithstanding the foregoing, if this Note is subject to a tax redemption as
described on the reverse of the Permanent Global Bearer Note attached hereto,
interests in this Note may be exchanged for interests in a permanent Global
Bearer Note on and after such redemption date as if such redemption date had
been the Exchange Date, subject to receipt of the certificates described in the
preceding sentence. Upon exchange of any portion of this Note for an interest in
a Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged. Except
as otherwise provided herein, until exchanged for a Permanent Global Bearer
Note, this Note shall in all respects be entitled to the same benefits under the
Senior Indenture as a duly authenticated and delivered Permanent Global Bearer
Note.
As used herein:
(a) the term "Exchange Date" means the date that is 40 days after
the date on which the Issuer receives the proceeds of the sale of this
Note (the "Closing Date"), provided that if an interest represented by
this Note is held by Morgan Stanley & Co. International Limited, or any
other manager participating in the distribution of the tranche of Notes
of which this Note forms a part, as part of an unsold allotment or
subscription more than 40 days after the Closing Date for this Note, the
Exchange Date with respect to such interest shall be the day after the
date such interest is sold by Morgan Stanley & Co. International Limited
or such other manager, all as determined and notified to the Trustee by
Morgan Stanley & Co. International Limited or if Morgan Stanley & Co.
International Limited did not participate in the distribution of such
tranche, by the Issuer.
(b) the term "United States" means the United States of America
(including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.
4
All other terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee 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.
5
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
6
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______________. The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR, CEDELBANK
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
--------------------
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No __.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Appendix 2 to Exhibit B to the Euro Distribution
Agreement relating to such Notes, as of the date hereof, __________ principal
amount of the above-captioned Securities (i) is owned by persons that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
persons"), (ii) is owned by United States persons that are (a) foreign branches
of United States financial institutions (as defined in the applicable U.S.
Treasury Regulations Section) ("financial institutions") purchasing for their
own account or for resale, or (b) United States persons who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and such United States or foreign financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
1
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, seeking to collect principal or interest with respect
to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith (or, if relevant, with respect to which principal or
interest is being requested) are no longer true and cannot be relied upon as the
date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
2
Dated: _______________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date] [insert date of
Redemption Date prior to Exchange Date] [insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER]
By:
-------------------------------
Name:
Title:
3
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR, CEDELBANK
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
--------------------
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No __.
This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations, an estate the income of
which is subject to United States Federal income taxation regardless of its
source or a trust if both (a) a court within the United States is able to
exercise primary supervision over the administration of the trust and (b) one
or more United States persons have the authority to control all substantial
decisions of the trust ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in the applicable U.S. Treasury Regulations Section)
("financial institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise the Issuer
or the Issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in the applicable U.S. Treasury Regulations
section), and in addition if the owner of the Securities is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)) such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Securities
held by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to $___________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
2
Dated: _______________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[NAME OF ACCOUNT HOLDER]
By:
-------------------------------
(Authorized Signatory)
Name:
Title:
3
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL FIXED RATE SENIOR BEARER NOTE
BEARER BEARER
No. TGFX [PRINCIPAL AMOUNT]
[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE
UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.]1
[A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE
WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING
ACT 1987.]2
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN
A PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF
JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING
ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN
-----------
1 Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.
2 Applies only if this Note is denominated in pounds sterling and
matures more than one year from and including the Original Issue Date.
1
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN
COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND OTHER
RELEVANT LAWS AND REGULATIONS OF JAPAN.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
(Fixed Rate)
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to bearer, upon surrender hereof, the principal amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date specified
above until but excluding the date the principal amount is paid or duly made
available for payment, weekly, monthly, quarterly, semi-annually or annually in
arrears on the Interest Payment Dates specified above in each year commencing on
the Interest Payment Date next succeeding the Interest Accrual Date specified
above, and at maturity (or on any redemption or repayment date); provided,
however, that if the Interest Accrual Date occurs fifteen days or less prior to
the first Interest Payment Date
-----------
3 Applicable if other than 30-60 days. Consult with Euroclear or Cedelbank
if a shorter redemption is requested. A minimum of 10 days may be possible.
4 Unless explicitly stated otherwise in term sheet, MSDW practice has been
to exclude this option.
2
occurring after the Interest Accrual Date, interest payments will commence on
the second Interest Payment Date succeeding the Interest Accrual Date.
Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until but excluding the date the principal amount hereof
has been paid or duly made available for payment. Upon any payment of interest
on this Note, the Principal Paying Agent (as defined below) shall cause Schedule
A of this Note to be endorsed to reflect such payment. No payment on this Note
will be made at any office or agency of the Issuer in the United States or by
check mailed to an address in the United States (as defined below) or by wire
transfer to an account maintained by the holder of this Note with a bank in the
United States except as may be permitted under United States federal tax laws
and regulations then in effect without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of the
full amount payable on this Note at the offices of all Paying Agents (as defined
below) would be illegal or effectively precluded as a result of exchange
controls or similar restrictions, payment on this Note will be made by a paying
agency in the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment. Notwithstanding any other
provision of this Note, no payment of principal or interest shall be made on any
portion of this Note unless there shall have been delivered to the Principal
Paying Agent a certificate substantially in the form of Exhibit A hereto with
respect to the portion of this Note with respect to which such principal or
interest is to be paid. Such certificate shall have been delivered to the
Principal Paying Agent by Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System (the "Euroclear Operator"),
Cedelbank and/or any other relevant clearing system (including Societe
Interprofessionelle pour la Compensation des Valeurs Mobilieres and the
Intermediaires financiers habilites authorized to maintain accounts therein
("SICOVAM")) as the case may be, and shall be based on a certificate
substantially in the form of Exhibit B hereto provided to the Euroclear
Operator, Cedelbank and/or any other relevant clearing system, as the case may
be, by those of its account holders who are to receive such payment of principal
or interest.
This Note is issued in temporary global bearer form and represents all
or a portion of a duly authorized issue of Senior Global Medium-Term Notes,
Series [D/E] (the "Notes"), issued under an Amended and Restated Senior
Indenture, dated as of May 1, 1999, between the Issuer and The Chase Manhattan
Bank, as Trustee (the "Trustee," which term includes any successor trustee under
the Senior Indenture) (as may be amended or supplemented from time to time, the
"Senior Indenture"), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Issuer, the Trustee and
holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed The Chase Manhattan Bank,
London Branch, as its principal paying agent for the Notes (the "Principal
Paying Agent," which term includes any additional or successor Principal Paying
Agent appointed by the Issuer).
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Fixed Rate Senior Bearer Note (the
"Permanent Global Bearer Note") to
3
be issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be binding on the
Issuer and the holder hereof as if fully set forth herein. The form of the
Permanent Global Bearer Note is attached hereto.
This Note is exchangeable in whole or from time to time in part on or
after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator,
Cedelbank and/or any other relevant clearing system, acting on behalf of the
owner of a beneficial interest in this Note, to the Principal Paying Agent upon
delivery to the Principal Paying Agent of a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note to be
exchanged. Such certificate shall have been delivered to the Principal Paying
Agent by the Euroclear Operator, Cedelbank and/or any other relevant clearing
system, as the case may be, and shall be based on a certificate substantially in
the form of Exhibit B hereto provided to the Euroclear Operator, Cedelbank
and/or any other relevant clearing system, as the case may be, by those of its
account holders having an interest in the portion hereof to be exchanged.
Notwithstanding the foregoing, if this Note is subject to a tax redemption as
described on the reverse of the Permanent Global Bearer Note attached hereto,
interests in this Note may be exchanged for interests in a permanent Global
Bearer Note on and after such redemption date as if such redemption date had
been the Exchange Date, subject to receipt of the certificates described in the
preceding sentence. Upon exchange of any portion of this Note for an interest in
a Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged. Except
as otherwise provided herein, until exchanged for a Permanent Global Bearer
Note, this Note shall in all respects be entitled to the same benefits under the
Senior Indenture as a duly authenticated and delivered Permanent Global Bearer
Note.
As used herein:
(a) the term "Exchange Date" means the date that is 40 days after
the date on which the Issuer receives the proceeds of the sale of this
Note (the "Closing Date"), provided that if an interest represented by
this Note is held by Morgan Stanley & Co. International Limited, or any
other manager participating in the distribution of the tranche of Notes
of which this Note forms a part, as part of an unsold allotment or
subscription more than 40 days after the Closing Date for this Note, the
Exchange Date with respect to such interest shall be the day after the
date such interest is sold by Morgan Stanley & Co. International Limited
or such other manager, all as determined and notified to the Trustee by
Morgan Stanley & Co. International Limited or if Morgan Stanley & Co.
International Limited did not participate in the distribution of such
tranche, by the Issuer.
(b) the term "United States" means the United States of America
(including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.
4
All other terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee 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.
5
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
6
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______________. The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR, CEDELBANK
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
--------------------
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No __.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Appendix 2 to Exhibit B to the Euro Distribution
Agreement relating to such Notes, as of the date hereof, __________ principal
amount of the above-captioned Securities (i) is owned by persons that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
persons"), (ii) is owned by United States persons that are (a) foreign branches
of United States financial institutions (as defined in the applicable U.S.
Treasury Regulations Section) ("financial institutions") purchasing for their
own account or for resale, or (b) United States persons who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and such United States or foreign financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
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We further certify (i) that we are not making available herewith for
exchange (or, if relevant, seeking to collect principal or interest with respect
to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith (or, if relevant, with respect to which principal or
interest is being requested) are no longer true and cannot be relied upon as the
date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
2
Dated: _______________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date] [insert date of
Redemption Date prior to Exchange Date] [insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER]
By:
-------------------------------
Name:
Title:
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EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR, CEDELBANK
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
--------------------
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No __.
This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations, an estate the income of
which is subject to United States Federal income taxation regardless of its
source or a trust if both (a) a court within the United States is able to
exercise primary supervision over the administration of the trust and (b) one
or more United States persons have the authority to control all substantial
decisions of the trust ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in the applicable U.S. Treasury Regulations Section)
("financial institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise the Issuer
or the Issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in the applicable U.S. Treasury Regulations
section), and in addition if the owner of the Securities is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)) such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Securities
held by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to $___________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
2
Dated: _______________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[NAME OF ACCOUNT HOLDER]
By:
-------------------------------
(Authorized Signatory)
Name:
Title:
3