EXHIBIT 4-n
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL FLOATING RATE SENIOR BEARER NOTE
BEARER BEARER
No. TGFL _____
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 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
GLOBAL MEDIUM-TERM NOTE, SERIES [G/H]
(Temporary Global Floating Rate Senior Bearer Note)
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ORIGINAL ISSUE DATE: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATE(S):
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MATURITY DATE: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
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BASE RATE: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD:
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INDEX MATURITY: MAXIMUM INTEREST RATE: INTEREST RESET DATE(S):
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SPREAD (PLUS OR MINUS): MINIMUM INTEREST RATE: CALCULATION AGENT:
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SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: SPECIFIED CURRENCY:
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EUROCLEAR NO: INITIAL REDEMPTION INDEX CURRENCY:
PERCENTAGE:
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CLEARSTREAM NO: ANNUAL REDEMPTION DESIGNATED CMT TELERATE
PERCENTAGE REDUCTION: PAGE:
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COMMON CODE: OPTIONAL REPAYMENT DATE(S): DESIGNATED CMT
MATURITY INDEX:
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ISIN: REDEMPTION NOTICE PERIOD:(2) MINIMUM DENOMINATIONS:
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REPORTING SERVICE: EXCHANGE FOR REGISTERED
NOTES: [NO](3)
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OTHER PROVISIONS:
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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 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, from and including the Interest Accrual
Date specified above at a rate per annum equal to the Initial Interest Rate
specified above or determined in accordance with the provisions specified on the
reverse hereof until but excluding the Initial Interest Reset Date specified
above, and on and after at a rate per annum determined in accordance with the
provisions specified in the Permanent Global Bearer Note (as defined below)
until but excluding the date such principal amount is paid or duly made
available for payment (except as provided below). Unless such rate is otherwise
specified on the face hereof, the Calculation Agent shall determine the Initial
Interest Rate for this Note in
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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.
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accordance with the provisions specified on the reverse hereof. The Issuer will
pay interest in arrears 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 at maturity (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; and
provided, further, that if an Interest Payment Date (other than the Maturity
Date (as specified above) or any redemption or repayment date) would fall on a
day that is not a Business Day, as defined below, such Interest Payment 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, such Interest Payment Date shall be the immediately preceding
day that is a Business Day; and provided, further, that if the Maturity Date or
redemption or repayment date would fall on a day that is not a Business Day, the
payment of principal, premium, if any, and interest will be made on the next
succeeding Business Day and no interest shall accrue for the period from and
after such Maturity Date or redemption or repayment 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 U.S. 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 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 Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"), Clearstream Banking, societe anonyme
("Clearstream, Luxembourg"), and/or any other relevant clearing system
(including Euroclear France), as the case may be, and shall be based on a
certificate substantially in the form of Exhibit B hereto provided to
Euroclear, Clearstream, Luxembourg 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
[G/H] (the "Notes") of the Issuer. The Notes are issuable under a Senior
Indenture, dated as of November 1, 2004, between the
3
Issuer and JPMorgan Chase Bank, N.A., 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
JPMorgan Chase Bank, N.A., 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 Floating Rate Senior Bearer Note (the
"Permanent Global Bearer Note") to 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 Euroclear, Clearstream, Luxembourg 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
Euroclear, Clearstream, Luxembourg 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 Euroclear, Clearstream, Luxembourg 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 "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
4
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 "Exchange Date" means the date that is 40 calendar 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 calendar 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.
(c) 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.
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.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
DATED: MORGAN STANLEY
By:
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Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
JPMORGAN CHASE BANK, N.A.,
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:
Principal
Amount Remaining
Exchanged Principal Notation
Date of for Amount Made by or
Exchange or Permanent Outstanding on Behalf of
Interest Payment of Global Following Principal
Payment Interest Bearer Note Such Exchange Paying Agent
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EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR, CLEARSTREAM, LUXEMBOURG
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
-------------
Morgan Stanley
Global Medium-Term Notes, Series [G/H]
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 other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate the income of which is subject to U.S. 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 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)
("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 the applicable U.S. Treasury regulations), 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. Any such certification by electronic transmission satisfies the
requirements set forth in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(ii). We will retain all certifications from our Member
Organizations for the period specified in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(i).
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 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 of
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.
A-2
Dated: _______________, 20__
[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]]
[EUROCLEAR BANK S.A./N.V., as
Operator of the Euroclear System]
[CLEARSTREAM BANKING,
SOCIETE ANONYME]
[OTHER]
By:
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Name:
Title:
A-3
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
Morgan Stanley
Global Medium-Term Notes, Series [G/H]
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 or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate the income of which is subject to U.S. 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 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)
("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 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), 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 [U.S.$]___________ 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 for 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.
B-2
Dated: _______________, 20__
[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:
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(Authorized Signatory)
Name:
Title:
B-3