EXHIBIT 2.a
[Form of Face of Security]
REGISTERED REGISTERED
PITNEY BOWES INC.
No. FXRA-___ MEDIUM-TERM NOTE, SERIES C CUSIP ________
(Fixed Rate)
This Security is a Security in permanent global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be exchanged in whole or in part
for a Security registered, and no transfer of this Security in whole or in part
may be registered, in the name of any Person other than such Depositary or a
nominee thereof, except in the limited circumstances described in the
Indenture.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co. or to such other entity as
is requested by an authorized representative of The Depository Trust Company,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
If applicable, the "Total Amount of OID", "Original Yield to Maturity" and
"Initial Accrual Period OID" (computed under the Approximate Method) set forth
below have been completed solely for the purposes of applying Federal Income
Tax Original Issue Discount ("OID" Rules).
PRINCIPAL AMOUNT AND CURRENCY
OR CURRENCY UNITS (if other than U.S. dollars):
DENOMINATIONS (If other than U.S. dollars or the U.S. dollar denominations set
forth on the reverse):
OPTION TO RECEIVE PAYMENT IN SPECIFIED CURRENCY:
YES: ___ NO: ___
EXCHANGE RATE AGENT:
ISSUE DATE:
STATED MATURITY OF SECURITY:
INTEREST RATE:
COMPUTATION PERIOD:
INTEREST PAYMENT DATE(S):
REGULAR RECORD DATE(S):
REDEMPTION DATE(S):
REDEMPTION PERCENTAGE(S):
REPAYMENT DATE(S) (option of Holder):
REPAYMENT PERCENTAGE(S)
(option of Holder) (if other than 100% of Principal Amount):
OTHER PROVISIONS:
Add Sinking Fund provisions if applicable
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID:
ORIGINAL YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
Pitney Bowes Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., as nominee for The Depository
Trust Company, or registered assigns, the principal amount specified above (any
currency or currency unit other than U.S. dollars being hereinafter referred to
as a "Specified Currency") on the Stated Maturity specified above and to pay
interest thereon (computed, unless a different Computation Period is specified
above, on the basis of a 360-day year of twelve 30-day months) from and
including the Issue Date specified above (the "Issue Date") or from and
including the most recent Interest Payment Date to which interest on this
Security (or any Predecessor Security) has been paid or duly provided for to,
but excluding, the Interest Payment Date, on the Interest Payment Date(s)
specified above in each year (each an "Interest Payment Date") and at Maturity,
at the rate per annum equal to the Interest Rate specified above, until the
principal hereof is paid or duly made available for payment; provided, however,
that, unless the Holder hereof is entitled to make, and has made, a Specified
Currency Payment Election (as hereinafter defined) with respect to one or more
such payments, the Company will make all such payments in respect of this
Security in U.S. dollars in amounts determined as set forth on the reverse
hereof. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the fifteenth day (whether or not a
Market Day (as defined on the reverse hereof)) next preceding such Interest
Payment Date, unless a different Regular Record Date is specified above (the
"Regular Record Date"); provided, however, that interest payable at Maturity
will be payable to the Person to whom principal shall be payable; and provided,
further, that if the Issue Date is after a Regular Record Date and before the
next succeeding Interest Payment Date the first payment of interest shall be
payable on the second Interest Payment Date following the Issue Date to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
As provided in this Security and in lieu of Section 3.07 of the
Indenture, if any Interest Payment Date or the Maturity specified on the face
hereof falls on a day that is not a Market Day with respect to this Security,
the related payment of principal, premium, if any, or interest will be made on
the next succeeding Market Day as if made on the date such payment was due, and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be.
If (a) this Security is denominated in U.S. dollars or (b) this
Security is denominated in a Specified Currency and (i) the Holder is not
entitled to make, or has not made, a Specified Currency Payment Election (as
defined below) and the Exchange Rate Agent is able to convert the Specified
Currency into U.S. dollars or (ii) the Specified Currency is unavailable to the
Company because of the imposition of exchange controls or other circumstances
beyond the control of the Company, then payment of the principal of (and
premium, if any) and interest on this Security will be made at the designated
office of the Trustee at the New York Window of the Trustee at First National
Bank of Chicago, 14 Wall Street, Suite 4607, New York, New York 10005 (the
"Designated Office"), or such other office or agency of the Company maintained
by it for that purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that payment of the principal of (and premium, if any) and interest due on this
Security will be made in immediately available funds at such Designated Office
or such other office or agency if this Security is presented to the Trustee in
time for the Trustee to make such payments in such funds in accordance with its
normal procedures; and provided, further, that, at the option of the Company,
payment of interest may be made by check mailed to the address of the Holder as
such address shall appear in the Security Register; or by wire transfer to an
account maintained by such Holder with a bank located in the United States,
provided that such Holder shall have provided in writing to the Trustee, on or
prior to the relevant Regular Record Date, appropriate payment instructions.
Notwithstanding the foregoing, the Holder of $10,000,000 or more in aggregate
principal amount of Securities having the same Interest Payment Date shall be
entitled to receive such payment by wire transfer of immediately available
funds to an account maintained by such Holder with a bank located in the United
States, provided that the Holder shall have provided in writing to the Trustee,
on or prior to the relevant Regular Record Date, appropriate payment
instructions. If this Security is denominated in a Specified Currency and (i)
the Holder hereof is entitled to make, and has made, a Specified Currency
Payment Election with respect to such payments and (ii) the Specified Currency
is not unavailable to the Company due to the imposition of exchange controls or
other circumstances beyond the control of the Company, then (x) the payment of
interest on this Security will be made in the Specified Currency (or, if such
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued such Specified Currency as at the time of such payment is
legal tender for the payment of such debts) by check drawn upon a bank office
located outside the United States and mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register, and (y)
payment of principal (and premium, if any) and interest due at Maturity will be
made in such Specified Currency (or, if applicable, such other coin or
currency) by wire transfer of immediately available funds to an account
maintained by the Holder hereof with a bank office located in the country which
issued the Specified Currency (or, if this Security is denominated in European
Currency Units ("ECUs", which term shall be deemed a reference to "Euros",
effective January 1, 1999), in the City of Brussels) upon presentation of this
Security to the Trustee in time for such wire transfer to be made by the
Trustee in accordance with its normal procedures. Unless otherwise specified
above, if this Security is denominated in a Specified Currency the Holder
hereof may elect to receive payments of principal of (and premium, if any) and
interest on this Security in such Specified Currency (a "Specified Currency
Payment Election") by delivery of a written request (including, in the case of
an election with respect to payments at Maturity, appropriate wire transfer
instructions) to the Trustee at its Designated Office referred to above on or
prior to the relevant Regular Record Date or the fifteenth day prior to
Maturity, as the case may be. Such request may be in writing (mailed or hand
delivered) or by facsimile transmission. A Holder of a Foreign Currency
Security may elect to receive payment in the Specified Currency for all
payments of principal (and premium, if any) and interest and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the relevant Regular
Record Date or the fifteenth day prior to Maturity, as the case may be. The
Depositary shall be entitled to make a Specified Currency Payment Election with
respect to all or any part of the principal amount of this Security.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by manual or facsimile signature under its corporate seal.
PITNEY BOWES INC.
[CORPORATE SEAL]
By____________________________
Name:
Title:
Attest:
_______________________________
Dated:_____________________
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
of the series designated
therein referred to in the
within-mentioned Indenture.
SUNTRUST BANK, ATLANTA, as Trustee
By__________________________________
Authorized Officer
[Form of Reverse of Security]
This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued and to be issued in one or more series under
an Indenture, dated as of September 3, 1998 (the "Indenture", which term shall
have the meaning assigned to it in such instrument), between the Company and
SunTrust Bank, Atlanta, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture) to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited to an
aggregate principal amount not to exceed $500,000,000 (or if Securities of this
series are to be Original Issue Discount Securities or are to be denominated in
one or more Specified Currencies or with amounts payable in respect of
principal of or any premium or interest to be determined by reference to the
value, rate or price of one or more specified indices ("Indexed Securities"),
such principal amount as shall result in an aggregate initial offering price of
Securities equivalent to no more than $500,000,000), which amount may be
increased at the option of the Company if in the future it determines that it
may wish to sell additional Securities. Except as may be otherwise stated on
the face hereof, the Securities of this series are issuable only as registered
Securities, without coupons, in denominations of $1,000 and integral multiples
thereof (or in the case of Securities denominated in a Specified Currency, in
such minimum denomination not less than the equivalent of $1,000 in such
Specified Currency on the basis of the noon buying rate for cable transfers in
The City of New York as certified for customs purposes by (or, if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York
(the "Market Exchange Rate") for such Specified Currency on the date the
Company agrees to issue such Security, and such greater denomination or
denominations as shall be set forth on the face thereof). The Securities of
this series may be issued from time to time in various principal amounts and
currencies or currency units, may mature at different times, may bear interest
at different rates, may be subject to different redemption provisions, if any,
and may otherwise vary. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.
The Securities are general, direct, unconditional and unsecured
obligations of the Company.
If this Security is designated on the face hereof as an Original Issue
Discount Security, then, notwithstanding anything to the contrary contained in
this Security, upon the redemption or acceleration of Maturity of this Security
there shall be payable, in lieu of the principal amount due at the Stated
Maturity hereof, as specified on the face hereof, an amount equal to the
Amortized Face Amount of this Security. The "Amortized Face Amount" shall be
the amount equal to (a) the issue price of this Security, plus (b) that portion
of the difference between the issue price and the principal amount of this
Security that has been amortized at the Stated Yield (as defined below) of this
Security (computed in accordance with generally accepted United States bond
yield computation principles) at the date as of which the Amortized Face Amount
is calculated, but in no event shall the Amortized Face Amount exceed the
principal amount of this Security due at the Stated Maturity hereof. As used in
the previous sentence, "Stated Yield" means the Yield to Maturity specified on
the face hereof (or if not so specified, the yield to maturity compounded
semi-annually and computed in accordance with generally accepted United States
bond yield computation principles) for the period from the Issue Date to the
Stated Maturity on the basis of the issue price and such principal amount.
If this Security is denominated in a Specified Currency, unless the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election with respect to such payments as provided on the face hereof, the
Holder of this Security shall receive payments of principal (and premium, if
any) and interest in U.S. dollars at an exchange rate based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent (who,
unless otherwise specified on the face hereof, shall be the Trustee) at
approximately 11:00 A.M., New York City time, on the second Market Day with
respect to this Security preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent (or a distributor) selected by the Exchange Rate Agent and approved by
the Company for the purchase by the quoting dealer of the Specified Currency
for U.S. dollars for settlement on such payment date in the aggregate amount of
such Specified Currency payable to all Holders of Securities of this series
denominated in such Specified Currency and scheduled to receive U.S. dollar
payments on such payment date and at which the applicable dealer commits to
execute a contract. "Market Day" means (i) with respect to any Security of this
series (unless otherwise provided in this definition), any day that is a
Business Day in The City of New York, (ii) with respect to any Security of this
series denominated in a Specified Currency (other than ECUs (as defined on the
face hereof)), any day that is a Business Day both in The City of New York and
in the principal financial center of the country of the Specified Currency and
(iii) with respect to a Security of this series denominated in ECUs, any date
that is a Business Day in The City of New York that is designated as an ECU
settlement date by the ECU Banking Association in Paris or otherwise generally
regarded in the ECU interbank market as a day in which payments in ECU are
made. All currency exchange costs incurred by the Company in converting a
Specified Currency into U.S. dollars in order to make payments hereon will be
borne by the Holder of this Security by deductions from such payments. If such
bid quotations are not available, or if a Specified Currency Payment Election
has been made with respect to such payments, payments will be made in the
Specified Currency (or, if such Specified Currency is not at the time of such
payment legal tender for the payment of public and private debts, such other
coin or currency of the country which issued such Specified Currency as at the
time of such payment is legal tender for the payment of such debts); provided,
however, that if such Specified Currency (or, if applicable, such other coin or
currency) is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, the Company will be entitled to
make payments in U.S. dollars on the basis of the Market Exchange Rate for such
Specified Currency (or, if applicable, such other coin or currency) on the
second Market Day prior to such payment or, if such Market Exchange Rate is not
then available, on the basis of the most recently available Market Exchange
Rate or as otherwise specified on the face hereof.
Any payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not constitute an Event of
Default under the Indenture.
If the principal of (and premium, if any) and interest on this Security
is payable in any currency unit (e.g., ECU), and such currency unit is
unavailable due to an imposition of exchange controls or other circumstances
beyond the Company's control, then the Company will be entitled, but not
required, to satisfy its obligations to the Holder of this Security by making
such payment in U.S. dollars until such currency unit is again available. The
amount of each payment in U.S. dollars shall be computed on the basis of the
equivalent of the currency unit in U.S. dollars, as determined by the Company
or the Exchange Rate Agent on the following basis. The component currencies of
the currency unit for this purpose (the "Component Currencies" or,
individually, a "Component Currency") shall be the currency amounts that were
components of the currency unit as of the last date on which the currency unit
was used. The equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the Component
Currencies. The U.S. dollar equivalent of each of the Component Currencies
shall be determined by the Company or the Exchange Rate Agent on the basis of
the most recently available Exchange Rate for each such Component Currency, or
as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by amounts of such two or more currencies, the sum
of which shall be equal to the amount of the original Component Currency.
If one or more Redemption Dates (or ranges of Redemption Dates) is
specified on the face hereof, this Security is subject to redemption, upon not
less than 30 days' or more than 60 days' notice by mail, on any such date (or
during any such range of dates), as a whole or from time to time in part, at
the election of the Company, at a Redemption Price determined as provided in
the next succeeding sentence, together with interest accrued to the Redemption
Date; provided, however, that installments of interest the Stated Maturity of
which is on or prior to the Redemption Date will be payable to the Holder of
record hereof (or one or more Predecessor Securities) at the close of business
on the relevant Regular Record Dates referred to on the face hereof, all as
provided in the Indenture. If applicable, the "Redemption Price" for any such
redemption shall be the amount determined by multiplying the Redemption
Percentage specified on the face hereof with respect to the relevant Redemption
Date (or range of such dates) by the portion of the principal amount hereof
(or, if this Security is an Original Issue Discount Security, the portion of
the Amortized Face Amount hereof) to be redeemed; provided, however, that in no
event shall the Redemption Price be less than 100% of the portion of the
principal amount hereof (or, if this Security is an Original Issue Discount
Security, the portion of the Amortized Face Amount hereof) to be redeemed.
Notice of redemption having been given as aforesaid, this Security (or
the portion of the principal amount hereof so to be redeemed) shall, on the
Redemption Date, become due and payable at the Redemption Price herein
specified, and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) shall cease to bear
interest.
In the case of any partial redemption at the election of the Company of
Securities of this series, the Securities of a particular tenor to be redeemed
shall be selected by the Trustee not more than 60 days prior to the Redemption
Date by such method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions of the principal
amount of Securities. In the event of any redemption of this Security in part
only, a new Security or Securities of this series of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof, provided that such unredeemed portion shall be an
authorized denomination for Securities of this series.
If one or more Repayment Dates (option of Holder) (or ranges of such
dates) is specified on the face hereof, this Security is subject to repayment
on any such date (or during any such range) or, if such date is not a Market
Day, on the first Market Day following such date, as a whole or from time to
time in part, at the election of the Holder hereof, at the Repayment Price
determined as provided in the fifth succeeding sentence together with interest
accrued to the Repayment Date; provided, however, that interest installments
the Stated Maturity of which is on or prior to the Repayment Date will be
payable to the Holder hereof of record at the close of business on the Regular
Record Date referred to on the face hereof, all as provided in the Indenture.
Such election shall be effected by the Holder hereof delivering to the Company
at the Designated Office (as defined on the face hereof) of the Trustee, not
less than 30 nor more than 60 days prior to the date on which this Security is
to be repaid, or during such other Notice Period specified on the face hereof,
a notice requesting such repayment as prescribed below and specifying the date
upon which this Security is to be repaid. Any notice given by a Holder pursuant
to this paragraph shall consist of either (i) this Security with the form
entitled "Option to Elect Repayment" set forth at the end of this Security duly
completed, or (ii) a telegram, facsimile transmission or a letter from a member
of a national securities exchange or of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States
setting forth the name of the Holder hereof, the principal amount of this
Security, the principal amount of this Security to be repaid, the certificate
number or a description of the tenor and terms of this Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that this Security, together with the duly completed form entitled "Option to
Elect Repayment" set forth at the end of this Security, will be received by the
Trustee not later than the fifth Business Day after the date of such telegram,
facsimile transmission or letter; provided, however, that such telegram,
facsimile transmission or letter shall only be effective if this Security and
such form duly completed are received by the Trustee by such fifth Business
Day. Exercise of the repayment option by the Holder hereof will be irrevocable.
Such option may be exercised with respect to less than the entire principal
amount of this Security, provided that the portion remaining Outstanding after
such repayment shall be an authorized denomination for Securities of this
series. If applicable, the "Repayment Price" for any such repayment shall be
determined by multiplying the Repayment Percentage (option of Holder) specified
on the face hereof with respect to the relevant Repayment Date (option of
Holder) (or range of such dates) by the portion of the principal amount hereof
(or, if this Security is an Original Issue Discount Security, the portion of
the Amortized Face Amount hereof) to be repaid, together with interest accrued
thereon to the Repayment Date; provided, however, that in no event shall the
Repayment Price be less than 100% of the portion of the principal amount hereof
(or, if this Security is an Original Issue Discount Security, the portion of
the Amortized Face Amount hereof) to be repaid.
If so indicated on the face hereof, and in accordance with the terms
specified thereon, this Security will be subject to redemption through
operation of a sinking fund.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness on this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
by the Company with certain conditions set forth therein.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(or, in the case of Original Issue Discount Securities the Amortized Face
Amount thereof) may be declared due and payable in the manner and with the
effect provided in the Indenture. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and premium and interest, if any, on
the Securities of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of the majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register. Upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, if this Security is duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, thereupon one or more
new Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, the Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
In the event of any redemption at the election of the Company, the
Trustee shall not be required to (i) issue, register the transfer of or
exchange Securities of this series of like tenor during a period beginning at
the opening of business 15 days before any selection of Securities of this
series to be redeemed and ending at the close of business on the day of mailing
of the relevant notice of redemption, or (ii) register the transfer of or
exchange any Security, or portion thereof, called for redemption, except the
unredeemed portion of any Security being redeemed in part. Following the
exercise of any repayment option by the Holder hereof, the Trustee shall not be
required to issue, register the transfer of or exchange that portion of this
Security with respect to which such option has been exercised.
No service charge shall be made for any registration of transfer or
exchange of this Security, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Securities of this series may be issued in the form of one or more
Global Securities to The Depository Trust Company as depositary for the Global
Securities of this series (the "Depositary") or its nominee and registered in
the name of the Depositary or such nominee. If the face of this Security
contains a legend indicating that this Security is a Global Security so
registered, the transfer and exchange hereof is subject to the additional
limitations set forth in such legend.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
___________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ______________ Custodian ________________
(Custodian) (Minor)
Under Uniform Gifts to Minors Act (___________)
(State)
Additional abbreviations may also be used though not in the above list.
___________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
______________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS\
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
______________________________________________________________________________
______________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _______________________________________________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:__________________ X___________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs [Insert Name of
Company] to repay the within Security (or portion thereof specified below)
pursuant to its terms at the Repayment Price, to the undersigned at
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED)
______________________________________________________________________________
______________________________________________________________________________
If less than the entire principal amount of the within Security 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 Securities to be issued to the
Holder for the portion of the within Security not being repaid (in the absence
of any such specification, one such Security will be issued for the portion not
being repaid):
_____________________________________________________________________________.
Dated:__________________ X___________________________________________
NOTICE: This signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the within
instrument in every particular without
alteration or enlargement.