EXHIBIT 2.c
[Form of Fixed Rate
Certificated Security]
REGISTERED
CUSIP NO.
No. FXR- $
PITNEY BOWES CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES D
[Form of Face of Security]
(Fixed Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL MATURITY
ISSUE DATE: INTEREST RATE: DATE:
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE:
AUTHORIZED DENOMINATIONS: REPAYMENT
(Only applicable if Specified PERIODS AND
Currency is other than U.S. PRICES:
dollars)
OTHER/ADDITIONAL TERMS: DEFAULT RATE:
(only applica-
ble if Security
issued at
original issue
discount)
OID DEFAULT
AMOUNT: (only
applicable if
Security issued
at original
issue discount)
PITNEY BOWES CREDIT CORPORATION, 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 referred to on the
reverse hereof), for value received, hereby promises to pay to or registered
assigns, the principal sum of
(any such
currency or composite currency being hereinafter referred to as a "Specified
Currency") on the Maturity Date shown above or, together with any premium
thereon, upon any applicable Redemption or Repayment Date specified above, and
to pay Interest thereon from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 1 and August 1 of each year and on the
Maturity Date, commencing on the first such Interest Payment Date next
succeeding the Original Issue Date, provided that if the Original Issue Date is
after a Regular Record Date and before the Interest Payment Date immediately
following such Regular Record Date, interest payments will commence on the
Interest Payment Date following the next succeeding Regular Record Date, at the
rate per annum set forth above, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such 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 Regular Record Date
for such interest, which shall be the January 15 or July 15 (whether or not a
Market Day (as defined below)), as the case may be, next preceding the February
1 and August 1 Interest Payment Dates; provided, however, that interest payable
at maturity or upon earlier redemption or repayment will be payable to the
Person to whom principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the registered
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 of which 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 the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
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The term "Market Day" means (i) unless otherwise provided in this
definition, any day that is a Business Day (as defined below) in The City of
New York; (ii) if the Specified Currency shown above is not U.S. dollars or
euro, any day that is a Business Day both in The City of New York and in the
Principal Financial Center (as defined below) in the country of the Specified
Currency; and (iii) if the Specified Currency shown above is euro, any date
that is a Business Day in The City of New York that is designated as a euro
settlement day by the Euro Banking Association in Paris or otherwise generally
regarded in the euro interbank market as a day on which payments in euro are
made. The term "Business Day", when used with respect to any place, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that place are authorized or obligated by law to close.
The term "Principal Financial Center" as used herein means the capital city of
the country issuing the currency or composite currency in which payment in
respect of this Security is to be made, except that with respect to U.S.
dollars, Australian dollars, Canadian dollars, Deutsche marks, Italian lira,
Swiss francs, Dutch guilders, Portuguese escudos, South African rand and euros,
the Principal Financial Center shall be The City of New York, Sydney, Toronto,
Frankfurt, Milan, Zurich, Amsterdam, London, Johannesburg and Luxembourg,
respectively.
Payment of principal of (and premium, if any) and interest on this
Security will be made in U.S. dollars unless the Holder elects to receive all
or part of such payments in such Specified Currency. A Holder of a Security
denominated in a Specified Currency other than U.S. dollars may so elect by
delivering a written request to the Paying Agent, on or prior to the applicable
Record Date or the date fifteen calendar days prior to maturity or earlier
redemption or repayment, as the case may be. Such written request may be in
writing (mailed or hand delivered) or by cable, telex or other form of
facsimile transmission. Such election shall remain in effect unless such
request is revoked on or prior to the applicable Record Date or the date
fifteen days prior to maturity or earlier redemption or repayment, as the case
may be.
Payments in U.S. dollars, in respect of a Security denominated in a
Specified Currency other than U.S. dollars, will be based upon the exchange
rate as determined by the Exchange Rate Agent based on the highest firm bid
quotation for U.S. dollars received by such Exchange Rate Agent as of 11:00
A.M., New York City time, on the second Business Day next preceding the
applicable payment date from three recog nized foreign exchange dealers, for
settlement on such
-3-
payment date of the aggregate amount of the Specified Currency payable to all
Holders of Securities denominated in such Specified Currency electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holders of
such Securities by deductions from such payments. If three such bid quotations
are not available on the second Business Day preceding the payment of principal
(and premium, if any) or interest with respect to any Security, such payment
will be made in the Specified Currency.
Payment of the principal of (and premium, if any) and interest on this
Security due at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be made by wire transfer in immediately available funds upon
surrender of this Security at the Corporate Trust Office of the Trustee in
Atlanta, Georgia, provided that this Security is presented to the Paying Agent
in time for the Paying Agent to make such payment in accordance with its normal
procedures. Payments of interest to be made in U.S. dollars (other than
interest payable at maturity or upon earlier redemption or repayment) will be
made by check mailed to the address of the Person entitled thereto as it
appears in the Security Register, or by wire transfer to such account as may
have been designated to the Paying Agent at least 5 days prior to the Interest
Payment Date by such Person.
Unless otherwise specified above, payments of interest with respect to any
Security made in a Specified Currency other than U.S. dollars will be made by
check mailed to the address of the Holder hereof as that address appears in the
Security Register. All checks payable in a Specified Currency other than U.S.
dollars will be drawn on a bank located outside the United States. Payments at
maturity of principal (and premium, if any) to be made in a Specified Currency
other than U.S. dollars will be made by wire transfer in immediately available
funds to an account with a bank located in the country issuing the Specified
Currency (or, with respect to Securities denominated in euros, in the City of
Brussels) as shall have been designated at least 15 days prior to the stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this Security on the relevant maturity, redemption or repayment date,
provided that, in the case of payment of principal of (and premium, if any) and
any interest due at maturity or upon earlier redemption or repayment, this
Security is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures. Such
-4-
designation shall be made by filing the appropriate information with the
Trustee at its Corporate Trust Office in Atlanta, Georgia, and, unless revoked,
any such designation made with respect to any Security by a registered Holder
will remain in effect with respect to any further payments with respect to this
Security payable to such Holder. If a payment with respect to this Security
cannot be made by wire transfer because the required designation has not been
received by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Trustee's receipt of such a designation, such payment will be made
within 5 days of such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payment will be borne by
the Holder hereof in respect of which payments are made.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. The "Exchange Rate" means the noon buying rate in The City of New York
for cable transfers for the relevant Specified Currency. Any payment made under
such circumstances in U.S. dollars where the required payment is other than
U.S. dollars will not constitute an Event of Default under the Indenture.
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.
-5-
Unless the certificate of authentication hereon has been executed by the
Trustee or by its Authenticating Agent 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 under its corporate seal.
Dated: PITNEY BOWES CREDIT CORPORATION
By______________________________
Title:
Attest__________________________
Title:
[SEAL]
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
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[Form of Reverse of Security]
PITNEY BOWES CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES D
(Fixed Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of July 31, 1999 (herein called the
"Indenture"), 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. The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $500,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be
denominated in different currencies.
Interest payments for this Security will include interest accrued to but
excluding the Interest Payment Dates or date of maturity, redemption or
repayment, as the case may be. Unless otherwise indicated on the face hereof,
interest payments for this Security shall be computed and paid on the basis of
a 360-day year of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or date of redemption
or repayment) of this Security falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and/or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest will accrue on such payment for the period from and after such
Interest Payment Date or the Maturity Date (or date of redemption or
repayment), as the case may be, to the date of such payment on the next
succeeding Business Day.
This Security is not subject to redemption prior to the Maturity Date
shown above unless a Redemption Commencement Date, Redemption Periods and
Redemption Prices are specified above. If so specified, this Security is
subject to redemption upon not less than 30 nor more than 60
-7-
days' notice by mail, as a whole or in part, at the election of the Company,
during the Redemption Periods and at the Redemption Prices specified above,
plus interest accrued to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
registered Holder of this Security, or one or more Predecessor Securities, of
record at the close of business on the relevant Regular Record Dates referred
to above, all as provided in the Indenture.
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor and for a principal amount equal
to the unredeemed portion will be issued to the registered Holder upon the
cancellation hereof, and in event of transfer or exchange a new Security or
Securities of this series and of like tenor and for a like aggregate principal
amount will be issued to the registered Holder, in case of exchange, or the
designated transferee or transferees, in case of transfer.
This Security is not subject to repayment prior to the Maturity Date shown
above unless a Repayment Date, Repayment Periods and Repayment Prices are
specified above. If so specified, this Security is subject to repayment at the
option of the Holder hereof upon the terms set forth above.
In the event of repayment of this Security in part only, a new Security or
Securities of this series and of like tenor and for a principal amount equal to
the unpaid portion will be issued to the registered Holder upon the
cancellation hereof.
If an Event of Default with respect to the Securi ties of this series
shall occur and be continuing, the prin cipal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.
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 not less than
-8-
a 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 not less than a majority 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 or Securities issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provi sion 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, places 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 Securities in definitive registered form of the
Series of which this Security is a part 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
premium, if any) and interest on this Security are payable, 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, and 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.
If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated
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on the face hereof (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such acceleration,
redemption or maturity, as the case may be, to the date payment has been made
or duly provided for or such default has been waived in accordance with the
terms of the Indenture.
The Securities of this series may be issued in registered form, without
coupons, in denominations of $1,000 and integral multiples thereof or, if this
Security is denominated in a Specified Currency, in the denominations indicated
on the face hereof, unless otherwise specified above, and may be issued, in
whole or in part, in the form of one or more permanent global Securities that
will be deposited with, or on behalf of, the Depositary. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series issued in definitive registered form 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.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for reg istration 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 and not
herein otherwise defined shall have the meanings assigned to them in the
Indenture.
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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__________
(Cust) (Minor)
Uniform Gifts to Minors Act
----------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
-----------------------------
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FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Security and all rights thereunder, hereby
irrevocably constituting and appointing
- -------------------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: ___________ ___________________________________
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.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or portion thereof specified below) pursuant to its
terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
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(Please Print or Typewrite Name
and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned 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:_____________________ ______________________________
______________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Security in every particular, without alteration or
enlargement or any change whatever.
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