EXHIBIT 2(b)
[Form of Face of Security]
REGISTERED REGISTERED
PITNEY BOWES INC.
No. FLRA-____ MEDIUM-TERM NOTE, SERIES C CUSIP ________
(Floating 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 BASIS:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
INITIAL INTEREST RATE:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST PAYMENT DATE(S):
REGULAR RECORD DATE(S):
INTEREST PAYMENT MONTH(S):
INTEREST PAYMENT PERIOD (monthly, quarterly, semi-annually or annually):
INTEREST RESET DATE(S):
INTEREST RESET MONTH(S):
INTEREST RESET PERIOD (monthly, quarterly, semi-annually or annually):
CALCULATION DATE:
INTEREST DETERMINATION DATE(S):
CALCULATION AGENT:
INDEX CURRENCY:
INDEX MATURITY:
DESIGNATED LIBOR PAGE:
DESIGNATED CMT TELERATE PAGE:
DESIGNATED CMT MATURITY INDEX:
REDEMPTION DATE(S) (option of Company):
REDEMPTION PERCENTAGE(S):
REPAYMENT DATE(S) (option of Holder):
REPAYMENT PERCENTAGE(S): (if other than 100% of principal amount):
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID:
ORIGINAL YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OTHER PROVISIONS:
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, 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 (as hereinafter
defined) (or, if the Interest Reset Period specified above (the "Interest Reset
Period") is [daily] [weekly] [monthly] [quarterly] [semi-annually] [annually],
from and including the Issue Date or from and including the day following the
most recent Regular Record Date with respect to which interest has been paid or
duly provided for, as the case may be, to but excluding the day following the
Regular Record Date immediately preceding such Interest Payment Date), at a
rate per annum equal to the Initial Interest Rate specified above (the "Initial
Interest Rate") until the first Interest Reset Date (as defined on the reverse
hereof) following the Issue Date and thereafter at a rate determined in
accordance with the provisions on the reverse hereof under the heading
"Determination of CD Rate", "Determination of CMT Rate", "Determination of
Commercial Paper Rate", "Determination of Federal Funds Rate", "Determination
of LIBOR", "Determination of Prime Rate" or "Determination of Treasury Rate",
depending upon whether the Interest Rate Basis specified above is CD Rate, CMT
Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Prime Rate, Treasury
Rate or such other interest rate basis or formula as may be agreed to between
the Company and the initial Holder hereof and set forth on the face hereof,
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. Such interest shall be payable by the Company monthly,
quarterly, semi-annually or annually as specified above under "Interest Payment
Period" and, unless otherwise specified above under "Interest Payment Date(s)",
such interest shall be payable by the Company on the third Wednesday of the
month or months specified above under "Interest Payment Month(s)" in each year
(each date so specified above or, if none is so specified, determined as herein
provided, an "Interest Payment Date") and at Maturity. 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) 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 specified on the face hereof (other
than an Interest Payment Date at Maturity) would otherwise be a day that is not
a Market Day (as defined on the reverse hereof)with respect to this Security,
such Interest Payment Date shall be the next succeeding Market Day with respect
to this Security, except that if the rate of interest on this Security shall be
determined in accordance with the provisions of the heading "Determination of
LIBOR", and the next succeeding Market Day falls in the next succeeding
calendar month, such Interest Payment Date shall be the immediately preceding
Market Day. If the Maturity of this Security falls on a day that is not a
Market Day, the payment of principal, premium, if any, and interest will be
made on the next succeeding Market Day, and no interest on such payment will
accrue from and after the Maturity.
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) or 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 other office or agency if this Security is presented to the Trustee in time
for the Trustee to make such payments 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 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 payable 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
the 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, 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 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 otherwise may be 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.
Accrued interest hereon shall be calculated by multiplying the
principal amount specified on the face hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the interest factor
calculated for each day in the period from and including the date of issue, or
from and including the last date to which interest has been paid or duly
provided for, to but excluding the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded upwards, if
necessary, as described below) for each such day shall be computed by dividing
the interest rate (expressed as a decimal rounded upwards, if necessary, as
described below) applicable to such day by 360 (or, if the Interest Rate Basis
specified on the face hereof is Treasury Rate or CMT Rate, by the actual number
of days in the year (365 or 366, as the case may be)). The interest factor for
Securities for which two or more interest rate formulae are applicable will be
calculated in each period in the same manner as if only the lowest, highest or
average of, as the case may be, such interest rate formulae applied. Except as
otherwise provided herein, all percentages resulting from any calculation with
respect to this Security will be rounded, if necessary, to the nearest
one-hundred thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded
to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts and all amounts in Specified
Currencies used in or resulting from such calculations will be rounded to the
nearest cent, or, if this Security is a Foreign Currency Security, the nearest
unit, respectively (with one-half cent or five one-thousandths of a unit being
rounded upwards).
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually, as specified on the face hereof
under Interest Reset Period (each date upon which interest is so reset as
provided below being hereinafter referred to as an "Interest Reset Date"), and
the interest rate in effect on any day shall be (a) if such day is an Interest
Reset Date, the interest rate for such Interest Reset Date or (b) if such day
is not an Interest Reset Date the interest rate for the immediately preceding
Interest Reset Date; provided, however, that (i) the interest rate in effect
from the Issue Date of this Security (or one or more Predecessor Securities) to
but excluding the first Interest Reset Date will be the Initial Interest Rate
and (ii) the interest rate in effect for the ten calendar days immediately
prior to Maturity of this Security will be that in effect on the tenth calendar
day preceding such Maturity. Notwithstanding the foregoing, the interest rate
hereon shall not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, specified on the face hereof and in no
event shall be higher than the maximum rate permitted by New York law, as the
same may be modified by United States law of general application. Unless
otherwise specified on the face hereof and except as provided in the next
succeeding sentence, the Interest Reset Date with respect to this Security will
be, if the Interest Reset Period specified on the face hereof is daily, [each
Market Day (as defined below)]; if the Interest Reset Period specified on the
face hereof is weekly (unless the Interest Rate Basis specified on the face
hereof is the Treasury Rate), [the Wednesday of each week]; if the Interest
Reset Period specified on the face hereof is weekly and the Interest Rate Basis
specified on the face hereof is the Treasury Rate, except as otherwise provided
below, [the Tuesday of each week]; if the Interest Reset Period specified on
the face hereof is monthly, the third Wednesday of each month; if the Interest
Reset Period specified on the face hereof is quarterly, the third Wednesday of
each March, June, September and December; if the Interest Reset Period
specified on the face hereof is semi-annually, the third Wednesday of two
months in each year specified under "Interest Reset Month(s)" on the face
hereof; and if the Interest Reset Period specified on the face hereof is
annually, the third Wednesday of the month in each year specified under
"Interest Reset Month(s)" on the face hereof. If, pursuant to the preceding
sentence, any Interest Reset Date would otherwise be a day that is not a Market
Day with respect to this Security, such Interest Reset Date shall be the next
succeeding day that is a Market Day with respect to this Security, except that
if the Interest Rate Basis specified on the face hereof is LIBOR and the next
succeeding Market Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Security shall be the rate determined
in accordance with the provisions of the applicable heading below.
"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 U.S. dollars, the rate of interest on which is determined in
accordance with the provisions of the heading "Determination of LIBOR" above,
any Business Day in The City of New York which is also a London Market Day (as
defined below), (iii) with respect to any Security of this series denominated
in a Specified Currency (other than European Currency Units ("ECUs", which term
shall be deemed a reference to "Euros", effective January 1, 1999)), any day
that is a Business Day both in The City of New York and in the principal
financial center in the country of the Specified Currency and (d) 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 day 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.
Determination of CD Rate. If the Interest Rate Basis specified on the
face hereof is the CD Rate, the Interest Rate with respect to this Security for
any Interest Reset Date shall equal (a) the rate on the second Market Day with
respect to this Security immediately preceding such Interest Reset Date (the
"CD Rate Interest Determination Date") for negotiable certificates of deposit
having the Index Maturity specified on the face hereof, (i) as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" (H.15(519)) under the heading "CDs
(Secondary Market)", or any successor heading or (ii) if such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CD Rate on such Interest Determination Date, then the CD
Rate shall be the CD Rate Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published through the world-wide web site of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h.15/update ("H.15
Daily Update") under the heading "CDs (secondary market)" or any successor
publication or heading or (b) if such rate is not yet published in either
H.15(519) or H.15 Daily Update by 3:00 P.M., New York City time, on such
Calculation Date the arithmetic mean, as calculated by the Calculation Agent,
of the secondary market offered rates, as of 10:00 A.M., New York City time, on
such CD Rate Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent (which may include one or more of the distributors or
their affiliates) for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity
specified on the face hereof in a denomination of $5,000,000 in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the CD Rate will be the CD Rate in effect on such CD Rate
Interest Determination Date.
Determination of CMT Rate. If the Interest Rate basis specified on the
face hereof is CMT Rate, unless otherwise specified on the face hereof, the
Interest Rate with respect to this Security for any Interest Reset Date shall
equal (a) the rate on the Second Market Day with respect to this Security
immediately preceding such Interest Reset Date (the "CMT Rate Interest
Determination Date") displayed on the Designated CMT Telerate Page (as
specified on the face hereof) under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.", or any successor caption, under the column for the Designated CMT
Maturity Index (as specified on the face hereof) for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest Determination Date
and (ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
applicable, ended immediately preceding the week in which the related CMT Rate
Interest Determination Date occurs; or (b) in the event such rate is no longer
displayed on the relevant page, or is not displayed prior to 3:00 P.M., New
York City time, on the related Calculation Date, the Treasury Constant Maturity
rate for the Designated CMT Maturity Index, as published in the relevant
H.15(519) or any successor publication; or (c) if such rate is no longer
published, or is not published by 3:00 P.M., New York City time, on the related
Calculation Date, the Treasury Constant Maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the Designated CMT
Maturity Index) for the CMT Rate Interest Determination Date with respect to
such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519) or any successor publication; or (d) if such information is
not provided by 3:00 P.M., New York City time, on the related Calculation Date,
a rate that shall be calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York (which may include one or more of
the distributors or their affiliates) selected by the Calculation Agent (from
five such Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year; or (e) if the Calculation
Agent cannot obtain three such Treasury Note quotations, a rate which shall be
calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from
five such Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the
next highest to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of at
least $100 million, and if three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; in each case adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described herein, the CMT Rate will be the CMT
Rate in effect on such CMT Rate Interest Determination Date, and if two
Treasury Notes with an original maturity as described in this clause (e) have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotes for the Treasury Note with the shorter remaining term to maturity
will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service, or any successor service, on the page designated on the face
hereof (or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519)),
for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is specified on the face hereof, the Designated CMT
Telerate Page shall be page 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be two years.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Interest Rate
with respect to this Security for any Interest Reset Date shall equal (a) the
Money Market Yield (calculated as described below) of the rate on the second
Market Day with respect to this Security immediately preceding such Interest
Reset Date (the "Commercial Paper Interest Determination Date") for commercial
paper having the Index Maturity specified on the face hereof, (i) as published
in H.15(519), under the heading "Commercial Paper--Non-financial", or (ii) if
such rate is not so published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield of the
Rate on such Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity specified on the face hereof as published in H.15
Daily Update under the heading "Commercial Paper--Non-financial" (with an Index
Maturity of one month or three months being deemed to be equivalent to an Index
Maturity of 30 days or 90 days, respectively) or any successor heading, or (b)
if such rate is not published in either H.15(519) or H.15 Daily Update by 3:00
P.M., New York City time, on such Calculation Date, the Money Market Yield of
the arithmetic mean, as calculated by the Calculation Agent on such Calculation
Date, of the offered rates, as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
(which may include one or more of the [Distributors] or their affiliates) for
commercial paper having the Index Maturity specified on the face hereof placed
for an industrial issuer whose bond rating is "Aa", or the equivalent, from a
nationally recognized rating agency, in each of the above cases adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if fewer than three such dealers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Commercial Paper Rate shall be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards, if necessary, to the next higher one-hundred thousandth of a
percentage point), calculated in accordance with the following formula:
D x 360 x 100,
Money Market Yield = --------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
Determination of Federal Funds Rate. If the Interest Rate Basis
specified on the face hereof is the Federal Funds Rate, the interest rate with
respect to this Security for any Interest Reset Date shall equal (a) the rate
on the second Market Day with respect to this Security immediately preceding
such Interest Reset Date (the "Federal Funds Interest Determination Date") for
Federal Funds having the Index Maturity specified on the face hereof (i) as
published in H.15(519) under the heading "Federal Funds (Effective)", or any
successor publication or heading, or (ii) if such rate is not so published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Federal Funds Interest Determination Date, then as published in H.15 Daily
Update under the heading "Federal Funds (effective)", or any successor heading,
or (b) if by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519) or H.15 Daily Update, the arithmetic
mean, as calculated by the Calculation Agent on such Calculation Date, of the
rates for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York (which
may include one or more of the Distributors or their affiliates) selected by
the Calculation Agent, prior to 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date, in each of the above cases adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if fewer than three brokers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate will be the Federal Funds Rate in effect on such Federal
Funds Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the
face hereof is LIBOR, the interest rate with respect to this Security for any
Interest Reset Date shall be determined by the Calculation Agent as of the
second London Business Day (as defined below) preceding such Interest Reset
Date (the "LIBOR Interest Determination Date") in accordance with the following
provisions, in each case adjusted by the addition or substraction of the
Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof:
(i) With respect to any LIBOR Interest Determination
Date either (a) if "LIBOR Reuters is specified as the
Designated LIBOR Page on the face hereof, the arithmetic mean
of the offered rates (unless the Designated LIBOR Page by its
terms provides only for a single rate in which case such single
rate shall be used) for deposits in the Index Currency having
the Index Maturity specified on the face hereof, commencing on
the applicable Interest Reset Date, that appear (or, if only a
single rate is required as aforesaid, appears) on the
Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, or (b) if "LIBOR Telerate"
is specified in as the Designated LIBOR Page on the face hereof
or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified
on the face hereof, the rate for deposits in the Index Currency
having the Index Maturity specified on the face hereof,
commencing on such Interest Reset Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date; or, if fewer than two such
offered rates so appear, or if no such rate so appears, as
applicable, the rate determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no rate
appears, as the case may be, on the Designated LIBOR Page as
specified in clause (i) above, the Calculation Agent will
request the principal London office of each of four major
reference banks in the London interbank market, as selected by
the Calculation Agent, to provide the Calculation Agent with
its offered quotation for deposits in the Index Currency for
the period of the Index Maturity specified in the applicable
Pricing Supplement, commencing on the applicable Interest Reset
Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is
representative for a single transaction in such Index Currency
in such market at such time. If at least two such quotations
are so provided, then the rate will be the arithmetic mean of
such quotations. If fewer than two such quotations are so
provided, then the rate will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., in the applicable
Principal Financial Center, on such LIBOR Interest
Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans in
the Index Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount
that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that
if the banks so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the rate will be the
rate in effect on such LIBOR Interest Determination Date.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.
"Index Currency" means the currency or composite currency specified on
the face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall be
United States dollars.
Determination of Prime Rate. If the Interest Rate Basis specified on
the face hereof is the Prime Rate, the Interest Rate with respect to this
Security for any Interest Reset Date in such case (the "Prime Rate Interest
Determination Date") shall equal the rate set forth on such date in H.15(519)
under the heading "Bank Prime Loan", or any successor heading. In the event
that such rate is not published prior to 3:00 P.M., New York City time, on such
Prime Rate Interest Determination Date then the Prime Rate will be determined
by the Calculation Agent and will be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 Page (as defined below), or any successor screen or page, as such
bank's prime rate or base lending rate as in effect for that Prime Rate
Interest Determination Date. If fewer than four such rates appear on the
Reuters Screen USPRIME1 Page for such Prime Rate Interest Determination Date,
the Prime Rate will be the arithmetic mean of the announced prime rates quoted
on the basis of the actual number of days in the year divided by 360 as of the
close of business on such Prime Rate Interest Determination Date by at least
two of three major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such quotations are provided, the Prime
Rate shall be determined on the basis of the rates furnished in The City of New
York by the appropriate number of substitute banks or trust companies organized
and doing business under the laws of the United States, or any state thereof,
having total equity capital of at least $500 million and being subject to
supervision or examination by federal or state authority, selected by the
Calculation Agent to provide such rate or rates; in any case, adjusted by
addition or subtraction of the Spread, if any, specified on the face hereof; or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if the banks selected as aforesaid are not
quoting the Prime Rate will be the Prime Rate then in effect on such Prime Rate
Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated "USPRIME1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the USPRIME1 page on that service or any successor service) for the purpose of
displaying prime rates or base lending rates of major United States banks.
Determination of Treasury Rate. If the Interest Rate Basis specified on
the face hereof is the Treasury Rate, the interest rate with respect to this
Security for any Interest Reset Date shall equal (a) the rate from the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as published in
H.15(519) under the heading "U.S. Government Securities /Treasury bills --
Auction Average (Investment)" , or any successor heading, on the Treasury
Interest Determination Date (as defined below); or (b) if such rate is not so
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Treasury Interest Determination Date, the auction average rate
(expressed as bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise
announced by the United States Department of the Treasury; or (c) in the event
that the results of the auction of Treasury bills having the Index Maturity
specified on the face hereof are not published or reported as provided in (a)
or (b) above by 3:00 P.M., New York City time, on such Calculation Date, or if
no such auction is held in a particular week, the rate as published in
H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market", or any successor publication or heading; or (d) in the
event that such rate is not so published by 3:00 P.M., New York City time, on
the relevant Calculation Date, then a rate which shall be calculated by the
Calculation Agent and shall be the yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean, as calculated by the
Calculation Agent on such Calculation Date, of the secondary market bid rates
as of approximately 3:30 P.M., New York City time, on such Treasury Interest
Determination Date, of three leading primary United States government
securities dealers in The City of New York selected by the Calculation Agent
(which may include one or more of the Distributors or their affiliates) for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity
specified on the face hereof, in each of the above cases adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if fewer than three of such dealers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Treasury Rate shall be the Treasury Rate on such Treasury Interest
Determination Date.
The "Treasury Interest Determination Date" pertaining to an Interest
Reset Date will be the day on which Treasury bills are auctioned for the week
in which such Interest Reset Date falls, or if no auction is held for such
week, the Monday of such week (or if Monday is a legal holiday, the next
succeeding Market Day) and the Interest Reset Date will be the Market Day
immediately following such Treasury Interest Determination Date and the
Interest Reset Date will be the Market Day following such Treasury Interest
Determination Date. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If an auction is held for such week on Monday or the
preceding Friday, such Monday or preceding Friday shall be the Treasury
Interest Determination Date for such week, and the Interest Reset Date for such
week shall be the Tuesday of such week (or, if such Tuesday is not a Market
Day, the next succeeding Market Day). If the auction for such week is held on
any day of such week other than Monday, then such date shall be the Treasury
Interest Determination Date and the Interest Reset Date for such week shall be
the next succeeding Market Day.
Unless otherwise specified on the face hereof, the Calculation Date
pertaining to any Interest Determination Date shall be the earlier of (i) the
tenth day after such Interest Determination Date or, if any such day is not a
Market Day with respect to this Security, the next succeeding Market Day or
(ii) the Market Day immediately preceding the applicable Interest Payment Date
or the Maturity Date, as the case may be. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. At the request of the Holder hereof, the
Calculation Agent will provide to the Holder hereof the interest rate hereon
then in effect and, if determined, the interest rate which will become
effective as of the next Interest Reset Date. Unless otherwise specified on
the face hereof, the Calculation Agent shall be the Trustee.
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. 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 indicated 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) 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 in the form as prescribed below and
specifying the date upon which this Security is to be redeemed. 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, 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 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 redeemed,
together with the 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 the 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 hereof 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 Holder 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 premium, if any)
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.