EXHIBIT 4-x
[FORM OF FACE OF SECURITY]
DEFINITIVE FIXED RATE SENIOR BEARER NOTE
BEARER BEARER
No. DFXR [PRINCIPAL AMOUNT]
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.
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 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.(1)
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(1) If this Note is offered in Japan or denominated in Japanese Yen, appropriate
legends need to be added.
MORGAN STANLEY
MEDIUM-TERM NOTE, SERIES [G/H]
Definitive Fixed Rate Senior Bearer Note
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ORIGINAL ISSUE INITIAL REDEMPTION INTEREST RATE: MATURITY DATE:
DATE: DATE:
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INTEREST INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL REPAYMENT
ACCRUAL DATE: PERCENTAGE: DATE(S): DATE(S):
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SPECIFIED ANNUAL REDEMPTION EUROCLEAR NO.: MINIMUM
CURENCY: PERCENTAGE DENOMINATIONS:
REDUCTION:
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EXCHANGE RATE REDEMPTION NOTICE CLEARSTREAM NO.: APPLICABILITY OF
AGENT: PERIOD:(2) MODIFIED
PAYMENT UPON
ACCELERATION
OR REDEMPTION:
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INITIAL EXCHANGE FOR COMMON CODE: If yes, state Issue
OFFERING DATE: REGISTERED Price:
NOTES: [NO](3)
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OTHER PRICE APPLICABLE ISIN: ORIGINAL YIELD TO
PROVISIONS: UPON OPTIONAL MATURITY:
REPAYMENT:(4)
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Morgan Stanley, 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 sum of , on the Maturity Date specified
above (except to the extent previously redeemed or repaid) and to pay interest
thereon to the bearer of the coupons, if any, appertaining hereto (the
"Coupons") as they severally mature, 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 (except as provided below) weekly, monthly, quarterly, semi-annually or
annually in arrears on the Interest Payment Dates specified above in each year
commencing on the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date specified above (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen calendar days or less prior to the first Interest
Payment Date 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
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(2) Applicable if other than 30-60 calendar days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 calendar days
may be possible.
(3) Unless explicitly stated otherwise in term sheet, MS practice has been to
exclude this option.
(4) Applies if this Note has optional repayment and is issued with original
issue discount.
2
the principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions described
herein, be paid to the holder of the appropriate Coupon upon presentment and
surrender at the office of a Paying Agent referred to in the next succeeding
paragraph.
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 presentation
and surrender of this Note and any Coupons (and, in the case of redemption or
repayment, any Coupon yet unmatured) at the office or agency of the Principal
Paying Agent, as defined on the reverse hereof, or at the office or agency of
such paying agents listed on the reverse of each Coupon or at the office or
agency of such other paying agents outside the United States (this and certain
other capitalized terms used herein are defined on the reverse of this Note) as
the Issuer may determine for that purpose (each, a "Paying Agent," which term
shall include the Principal Paying Agent).
Payment of the principal of, premium, if any, and interest on this Note
will be made in the Specified Currency indicated above, except as provided on
the reverse hereof. If this Note is denominated in U.S. dollars, any payment of
the principal of, premium, if any, and interest on this Note will be made in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts. Such payments on this Note will
be made either by a check mailed to an address outside the United States
furnished by the payee or, at the option of the payee and subject to applicable
laws and regulations and the procedures of the Paying Agent, by wire transfer of
immediately available funds to an account maintained by the payee with a bank
located outside the United States if appropriate wire transfer instructions have
been received by the Paying Agent not less than 15 calendar days prior to the
applicable payment date. 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 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 Borough of Manhattan, The City of New York, if such
paying agency, under applicable law and regulations, would be able to make such
payment. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, except as provided on the reverse hereof, payment of the
principal of, premium, if any, and interest on this Note will be made in such
Specified Currency either by a check drawn on a bank outside the United States
or, at the option of the payee and subject to applicable laws and regulations
and the procedures of the Paying Agent, by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States.
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, neither this Note
nor the Coupons shall be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and
Coupons bearing the facsimile signature of its ___________ to be annexed hereto.
DATED:
MORGAN STANLEY
By:
--------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------
Authorized Officer
4
[FORM OF REVERSE OF SECURITY]
This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series [G/H], having maturities more than nine months from the date of issue
(the "Notes"), of the Issuer. The Notes are issuable under a Senior Indenture,
dated as of November 1, 2004, between the Issuer and JPMorgan Chase 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 Coupons and the terms upon which the Notes are, and are
to be, authenticated and delivered. The Issuer has appointed JPMorgan Chase
Bank, London Branch, as its principal paying agent for the Notes and the Coupons
(the "Principal Paying Agent," which term includes any additional or successor
Principal Paying Agent appointed by the Issuer). 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 indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, will not be redeemable or subject to repayment at the option of
the holder prior to maturity.
If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to "Annual Redemption Percentage
Reduction," the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). Notice of redemption shall be mailed to the holders of the
Notes designated for redemption who have filed their names and addresses with
the Principal Paying Agent, not less than 30 nor more than 60 calendar days
prior to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, subject to all the conditions and provisions of
the Senior Indenture. Notice of redemption to holders of Notes shall be
published in the manner set forth in "Notices" as defined below and, if by a
publication, shall be given once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 calendar days prior to
the date set for redemption or within the Redemption Notice Period specified on
the face hereof. 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
upon the cancellation hereof. If redeemed prior to maturity, this Note must be
presented for payment together with all unmatured Coupons, if any, appertaining
hereto, failing which the amount of any missing unmatured Coupon will be
deducted from the sum due for payment; provided, however, that such deduction
may be waived by the Issuer and the Principal Paying Agent if there is furnished
to each of them such security or indemnity as they may require.
5
If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below),
provided that if this Note is issued with original issue discount, this Note
will be repayable on the applicable Optional Repayment Date or Dates at the
price(s) specified on the face hereof. For this Note to be repaid at the option
of the holder hereof, the Principal Paying Agent must receive at its office in
London, at least 15 but not more than 30 calendar days prior to the date of
repayment, this Note, together with all unmatured Coupons, with the form
entitled "Option to Elect Repayment" below duly completed, or 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 trust company in the United States, Western Europe or Japan
setting forth the principal amount of the Note, the principal amount of the Note
to be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the Option to Elect Repayment is being exercised and
a guarantee that this Note to be repaid, together with all unmatured Coupons and
the duly completed form entitled Option to Elect Repayment, will be received by
the principal paying agent not later than the fifth Business Day (as defined
below) after the date of that telegram, telex, facsimile transmission or letter.
However, the telegram, telex, facsimile transmission or letter shall only be
effective if this Note, all unmatured Coupons and an Option to Elect Repayment
form duly completed are received by the Paying Agent by the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued upon the cancellation
hereof.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise specified on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.
This Note and the Coupons 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.
6
This Note is issued in definitive bearer form with Coupons attached (a
"Definitive Bearer Note") and is issuable only in the minimum denominations set
forth on the face hereof or any amount in excess thereof which is an integral
multiple of 1,000 units of the Specified Currency set forth on the face hereof.
This Note and the Coupons may be transferred by delivery. At the option of
the holder of this Note, and subject to the terms of the Senior Indenture, this
Note (with all unmatured Coupons, and all matured Coupons, if any, in default)
will be exchanged for a Registered Note of any authorized denomination of like
tenor and in an equal aggregate principal amount, in accordance with the
provisions of the Senior Indenture, at the office of the Trustee in The City of
New York (which initially has been appointed registrar and transfer agent for
the Notes) or at the office of the Principal Paying Agent in London (which
initially has been appointed transfer agent for the Notes), or at the office of
any transfer agent designated by the Issuer for such purpose. If this Note is
surrendered in exchange for a Registered Note after the close of business at any
such office on any record date (whether or not a Business Day) for the payment
of interest on such Registered Note and before the opening of business at such
office on the relevant Interest Payment Date, this Note shall be surrendered
without the Coupon relating to such Interest Payment Date. All such exchanges of
Notes and Coupons will be free of service charge, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
None of the Issuer, the Trustee or any agent of the Issuer or the Trustee
shall be required to exchange this Note for a Registered Note if such exchange
would result in adverse United States federal tax consequences or other adverse
consequences to the Issuer under then applicable United States federal income
tax laws.
The Issuer will not be required (i) to exchange any Bearer Note to be
redeemed for a period of fifteen calendar days preceding the first publication
or other transmission, if applicable, of the relevant Notice of redemption or
(ii) to exchange any Bearer Note selected for redemption or surrendered for
optional repayment, except that such Bearer Note may be exchanged for a
Registered Note of like tenor; provided that such Registered Note shall be
simultaneously surrendered for redemption or repayment, as the case may be.
In case this Note or any Coupon shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this Note or such Coupon 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, with Coupons corresponding to the Coupons
appertaining to the Note so mutilated, defaced, destroyed, lost or stolen or to
the Note to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, in exchange for this Note, but, in the case of any destroyed, lost
or stolen Note or Coupon, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that this Note or Coupon was destroyed, 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 and Coupons, if
any, shall be borne by the owner of the Note or Coupon mutilated, defaced,
destroyed, lost or stolen.
7
This Note may be redeemed, as a whole, at the option of the Issuer at any
time prior to maturity, upon the giving of a Notice of redemption as described
below, at a redemption price equal to 100% of the principal amount hereof,
together with accrued interest to the date fixed for redemption (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption," such
redemption price would be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue
discount amortized from the Interest Accrual Date to the date of redemption,
which amortization shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles in effect on the date
of redemption) (the "Amortized Amount")), if the Issuer determines that, as a
result of any change in or amendment to the laws, or any regulations or rulings
promulgated thereunder, of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in
official position regarding the application or interpretation of such laws,
regulations or rulings, which change or amendment becomes effective on or after
the Initial Offering Date hereof, the Issuer has or will become obligated to pay
Additional Amounts, as defined below, with respect to this Note as described
below. Prior to the giving of any Notice of redemption pursuant to this
paragraph, the Issuer shall deliver to the Trustee (i) a certificate stating
that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Issuer to so redeem have occurred, and (ii) an opinion of independent legal
counsel satisfactory to the Trustee to such effect based on such statement of
facts; provided that no such Notice of redemption shall be given earlier than 60
calendar days prior to the earliest date on which the Issuer would be obligated
to pay such Additional Amounts if a payment in respect of this Note were then
due.
Notice of redemption will be given not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on the face hereof, which date and the applicable
redemption price will be specified in the Notice.
If the Issuer shall determine that any payment made outside the United
States by the Issuer or any Paying Agent of principal, premium or interest due
in respect of this Note or any Coupon would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which is the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of this Note or any Coupon who is a United States Alien (as defined below)
(other than such a requirement (a) that would not be applicable to a payment
made by the Issuer or any Paying Agent (i) directly to the beneficial owner or
(ii) to a custodian, nominee or other agent of the beneficial owner, or (b) that
can be satisfied by such custodian, nominee or other agent certifying to the
effect that such beneficial owner is a United States Alien; provided that in
each case referred to in clauses (a)(ii) and (b) payment by such custodian,
nominee or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at a redemption
price equal to 100% of the principal amount thereof (except that if this Note is
subject to "Modified Payment upon Acceleration or Redemption," such redemption
price would be limited to the aggregate principal amount hereof multiplied by
the sum of the Issue Price specified on the face hereof (expressed as a
percentage of the aggregate principal amount) plus the Amortized Amount),
together with accrued interest to the date fixed for redemption, or, at the
election of the
8
Issuer if the conditions of the next succeeding paragraph are satisfied, pay the
additional amounts specified in such paragraph. The Issuer shall make such
determination and election as soon as practicable, shall promptly notify the
Trustee thereof and shall publish (or transmit, as applicable) prompt notice
thereof (the "Determination Notice") stating the effective date of such
certification, identification or other information reporting requirements,
whether the Issuer will redeem this Note or has elected to pay the additional
amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of this Note must take place, as provided in the
next succeeding sentence. If the Issuer redeems this Note, such redemption shall
take place on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 calendar days prior to the date fixed for redemption or at least 30
calendar days prior to the last day of the Redemption Notice Period specified on
the face hereof. Notice of such redemption of this Note will be given to the
holder of this Note not more than 60 nor less than 30 calendar days prior to the
date fixed for redemption or within the Redemption Notice Period specified on
the face hereof. Such redemption notice shall include a statement as to the last
date by which this Note to be redeemed may be exchanged for Registered Notes.
Notwithstanding the foregoing, the Issuer shall not so redeem this Note if the
Issuer shall subsequently determine, not less than 30 calendar days prior to the
date fixed for redemption or prior to the last day of the Redemption Note Period
specified on the face hereof, that subsequent payments would not be subject to
any such certification, identification or other information reporting
requirement, in which case the Issuer shall publish (or transmit, as applicable)
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of the holder of this Note to
exchange this Note for Registered Notes pursuant to the provisions of this
paragraph will terminate at the close of business of the Principal Paying Agent
on the fifteenth day prior to the date fixed for redemption, and no further
exchanges of this Note for Registered Notes shall be permitted.
If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Issuer
may elect by notice to the Trustee to pay as additional amounts such amounts as
may be necessary so that every net payment made outside the United States
following the effective date of such requirements by the Issuer or any Paying
Agent of principal, premium or interest due in respect of this Note or any
Coupon of which the beneficial owner is a United States Alien (but without any
requirement that the nationality, residence or identity of such beneficial owner
be disclosed to the Issuer, any Paying Agent or any governmental authority, with
respect to the payment of such additional amounts), after deduction or
withholding for or on account of such backup withholding tax or similar charge
(other than a backup withholding tax or similar charge that (i) would not be
applicable in the circumstances referred to in the second parenthetical clause
of the first sentence of the preceding paragraph, or (ii) is imposed as a result
of presentation of this Note or Coupon for payment more than 15 calendar days
after the date on which such payment becomes due and payable or on which payment
thereof is duly provided for, whichever occurs later), will not be less than the
amount provided for in this Note or any Coupon to be then due and payable. In
the event the Issuer elects to pay any additional amounts pursuant to this
paragraph, the Issuer shall have the right to redeem this Note as a whole at any
time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of this Note will not be reduced for
applicable withholding taxes. If the Issuer elects to pay additional amounts
pursuant to this
10
paragraph and the condition specified in the first sentence of this paragraph
should no longer be satisfied, then the Issuer will redeem this Note as a whole,
pursuant to the applicable provisions of the immediately preceding paragraph.
The Issuer will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
this Note or any Coupon who is a United States Alien as may be necessary in
order that every net payment of the principal of and interest on this Note and
any other amounts payable on this Note, after withholding or deduction for or on
account of any present or future tax, assessment or governmental charge imposed
upon or as a result of such payment by the United States, or any political
subdivision or taxing authority thereof or therein, will not be less than the
amount provided for in this Note or in any Coupon to be then due and payable.
The Issuer will not, however, make any payment of Additional Amounts to any such
holder who is a United States Alien for or on account of:
(a) any present or future tax, assessment or other governmental charge
that would not have been so imposed but for (i) the existence of any
present or former connection between such holder, or between a fiduciary,
settlor, beneficiary, member or shareholder of such holder, if such holder
is an estate, a trust, a partnership or a corporation for United States
federal income tax purposes, and the United States, including, without
limitation, such holder, or such fiduciary, settlor, beneficiary, member or
shareholder, being or having been a citizen or resident thereof or being or
having been engaged in a trade or business or present therein or having, or
having had, a permanent establishment therein or (ii) the presentation by
or on behalf of the holder of this Note or Coupon, if any, for payment on a
date more than 15 calendar days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, excise or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason
of such holder's past or present status as a personal holding company or
foreign personal holding company or controlled foreign corporation or
passive foreign investment company with respect to the United States or as
a corporation which accumulates earnings to avoid United States federal
income tax or as a private foundation or other tax-exempt organization or a
bank receiving interest under Section 881(c)(3)(A) of the Internal Revenue
Code of 1986, as amended;
(d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding or deduction from payments on or in respect
of this Note or any Coupon;
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or interest
on, this Note, if such payment can be made without such withholding by any
other Paying Agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the holder or beneficial owner of this Note or any
Coupon, if such compliance is required by statute or by regulation of the
United States or of any political subdivision or taxing authority thereof
or therein as a precondition to relief or exemption from such tax,
assessment or other governmental charge;
10
(g) any tax, assessment or other governmental charge imposed by reason
of such holder's past or present status as the actual or constructive owner
of 10% or more of the total combined voting power of all classes of stock
entitled to vote of the Issuer or as a direct or indirect subsidiary of the
Issuer; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g).
In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed on
a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on behalf of
a holder who would have been able to avoid such withholding or deduction by
presenting this Note or the relevant coupon to another Paying Agent in a member
state of the European Union. Nor shall the Issuer pay Additional Amounts with
respect to any payment on this Note or any Coupon to a United States Alien who
is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the United
States (or any political subdivision thereof) to be included in the income, for
tax purposes, of a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been
entitled to the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of this Note or any Coupon.
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 or
premium, if any, or interest on any series of debt securities issued under the
Senior Indenture, including the series of Global 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 aggregate principal amount of the
outstanding debt securities of each affected series, voting as one class, by
notice in writing to the Issuer and to the Trustee, if given by the
securityholders, may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency or reorganization of the Issuer, shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in aggregate principal amount of all outstanding debt securities issued
under the Senior Indenture, voting as one class, by notice in writing to the
Issuer and to the Trustee, if given by the securityholders, 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 of or premium, if any, or interest on such debt securities) by the
holders of a majority in aggregate principal amount of the debt securities of
all affected series then outstanding.
If the face hereof indicates that this Note is subject to "Modified Payment
upon Acceleration or Redemption," then (i) if the principal hereof is declared
to be due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall
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be limited to the aggregate principal amount hereof multiplied by the sum of the
Issue Price specified on the face hereof (expressed as a percentage of the
aggregate principal amount) plus the original issue discount amortized from the
Interest Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then outstanding
and affected (voting as one class), to execute supplemental indentures adding
any provisions to or changing in any manner the rights of the holders of each
series so affected; provided that the Issuer and the Trustee may not, without
the consent of the holder of each outstanding debt security affected thereby,
(a) extend the final maturity of any such debt security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption 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 or for other property or the cash value of the property (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 or (b) reduce the aforesaid percentage in principal amount of
debt securities the consent of the holders of which is required for any such
supplemental indenture.
Except as set forth below, if the principal of or 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 or any Coupon by
making such payments in U.S. dollars on the basis of the Market Exchange Rate
(as defined below) 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 or
premium, if any, or interest on any Note denominated in such Specified Currency
in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the Treaty establishing the
European Community, as amended. 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
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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 (as defined below) at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the date of such payment
from three recognized foreign exchange dealers (the "Exchange Dealers") for the
purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of Notes and at
which the applicable Exchange Dealer commits to execute a contract. One of the
Exchange Dealers providing quotations may be the Exchange Rate Agent unless the
Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations are
not available, the Exchange Rate Agent shall determine the market exchange rate
at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co. International
Limited, 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 or any Coupons 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. The Paying
Agents initially designated by the Issuer are listed on the reverse of each
Coupon. If this Note is listed on the London Stock Exchange plc and such
exchange so requires, the Issuer shall maintain a Paying Agent in London. If any
European Union Directive on the taxation of savings comes into force, the Issuer
will, to the extent possible as a matter of law, maintain a Paying Agent in a
member state of the European Union that will not be obligated to withhold or
deduct tax pursuant to any such Directive or any law implementing or complying
with, or introduced in order to conform to, such Directive. The Issuer may
designate other agencies for the payment of said principal, premium and interest
at such place or places outside the United States (subject to applicable laws
and regulations) as the Issuer may decide. So long as there shall be such an
agency, the Issuer shall keep the Trustee advised of the names and locations of
such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note, any Coupon or the Senior Indenture shall alter
or impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of and premium, if any, and interest on this Note at the time,
place and rate, and in the coin or currency,
13
herein prescribed unless otherwise agreed between the Issuer and the holder of
this Note or any Coupon.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the holder of this Note or any Coupon as the absolute owner hereof or
thereof for all purposes, whether or not this Note or such Coupon be overdue,
and none of the Issuer, the Trustee or any such agent shall be affected by
notice to the contrary.
No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this Note for any claim based hereon or on any Coupon, or
otherwise in respect hereof or thereof, 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 and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
As used herein:
(a) the term "Business Day" means any day, other than a Saturday or
Sunday, (i) 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 in London or (y) if this Note is denominated in
a Specified Currency other than U.S. dollars, euro or Australian dollars,
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
(ii) 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");
(b) the term "Market Exchange Rate" means the noon U.S. dollar buying
rate in The City of New York for cable transfers of the Specified Currency
indicated on the face hereof published by the Federal Reserve Bank of New
York;
(c) the term "Notices" refers to notices to the holders of the Notes
and any Coupons to be given by publication in an authorized newspaper in
the English language and of general circulation in the Borough of
Manhattan, The City of New York, and London or, if publication in London is
not practical, in an English language newspaper with general circulation in
Western Europe; provided that notice may be made, at the option of the
Issuer, through the customary notice provisions of the clearing system or
systems through which beneficial interests in this Note are owned. Such
Notices will be deemed to have been given on the date of such publication
(or other transmission, as applicable) or, if published in such newspapers
on different dates, on the date of the first such publication;
(d) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and
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(e) the term "United States Alien" means any person who is , for
United States federal income tax purposes, (i) a nonresident alien
individual, (ii) a foreign corporation, (iii) a nonresident alien fiduciary
of a foreign estate or trust or (iv) a foreign partnership one or more of
the members of which is, for United States federal income tax purposes, a
nonresident alien individual, a foreign corporation or a nonresident alien
fiduciary of a foreign estate or trust.
All other terms used in this Note and the Coupons which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.
15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid: ;
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid): .
Dated: ____________________________________
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[FORM OF COUPON]
GLOBAL MEDIUM-TERM NOTE,
SERIES [G/H], NO. DFXR __________
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 UNITED STATES INTERNAL REVENUE
CODE, AS AMENDED.
MORGAN STANLEY
SENIOR MEDIUM-TERM NOTE, SERIES [G/H]
Coupon Number ______(5)
[Interest Amount due in Specified Currency]
Due ________________________
Unless the Note to which this coupon appertains shall have been previously
redeemed or repaid, MORGAN STANLEY (the "Issuer") will, on the date set forth
herein, pay to bearer, upon surrender hereof at such agencies in such places
outside the United States as the Issuer may determine from time to time (each, a
"Paying Agent"), interest on the principal amount of such Note as specified
above (together with any additional amounts in respect thereof which the Issuer
may be required to pay according to the terms of such Note), in such coin or
currency as specified above as at the time of payment shall be legal tender for
the payment of public and private debts, except as specified in such Note.
Payment on this coupon shall be made, at the option of the bearer hereof and
subject to any applicable laws and regulations or procedures of the Paying
Agent, by a check mailed to an address outside the United States furnished by
such bearer or by wire transfer to an account maintained by the payee with a
bank located outside the United States, except as otherwise provided in such
Note.
MORGAN STANLEY
By: ____________________________________
Title:
- ----------------------------
(5) The Coupon number, the interest amount due in the specified currency and due
date should appear in the right-hand section of the face of the Coupon.
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[REVERSE OF COUPON]
PRINCIPAL PAYING AGENT AND TRANSFER AGENT
JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
U.K.
18