EXHIBIT 2.d
[Form of Floating
Rate Certificated
Security - No OID]
REGISTERED
CUSIP NO.
No. FLR- $
PITNEY BOWES CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES D
[Form of Face of Security]
(Floating Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL INITIAL MATURITY
ISSUE DATE: INTEREST RATE: DATE:
AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S.
dollars)
INDEX MATURITY: SPREAD (plus
or minus):
INDEX CURRENCY (if other than
U.S. dollars):
INTEREST RATE SPREAD
BASIS: MULTIPLIER:
INTEREST RESET MAXIMUM
PERIOD: INTEREST RATE:
INTEREST PAYMENT MINIMUM
DATES: INTEREST RATE:
REGULAR RECORD
DATES:
INTEREST CALCULATION
RESET DATES: DATES:
INTEREST CALCULATION
DETERMINATION DATES: AGENT:
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE: REPAYMENT
PERIODS AND
OTHER/ADDITIONAL TERMS: PRICES:
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 hereinafter referred
to), 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, on the Interest
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Payment Dates set forth above 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 determined in accordance
with the provisions hereinafter set forth, depending on the Interest Rate Basis
specified 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 fifteenth calendar day (whether or not a Market
Day (as defined below)), next preceding each Interest Payment Date; 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 the Registered 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.
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 Interest Rate Basis specified above is LIBOR, any
Business Day in The City of New York that is also a London Business Day (as
defined below); (iii) 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 (iv) 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
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"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 "London Business Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market. 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
delivery of 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 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
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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 and principal (and
premium, if any) with respect to any Security 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, a euro account)
or other jurisdiction acceptable to the Company and the Paying Agent as shall
have been designated on or before the fifth Business Day after the Regular
Record Date with respect to a payment of interest or on or before the fifteenth
day before the stated maturity, redemption or repayment date, as the case may
be, by the registered Holder of this Security on the relevant Regular Record
Date or 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 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
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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.
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.
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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]
PITNEY BOWES CREDIT CORPORATION
MEDIUM-TERM NOTE, Series D
(Floating 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 Securities
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.
If the Maturity Date (or date of redemption or repayment) of this Security
falls on a day that is not a Market Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Market Day
or, if the Interest Rate Basis specified on the face hereof is LIBOR and that
day falls in the next calendar month, the next preceding Market 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 the Maturity Date (or date of redemption or
repayment) to the date of such payment on the next succeeding Market Day.
This Security is not subject to redemption prior to the Maturity Date
shown above unless a Redemption Com mencement Date and 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 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
-8-
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 unre deemed portion will be delivered to the registered Holder upon the
cancellation hereof and in the 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.
The interest rate payable on this Security will be calculated by reference
to the Interest Rate Basis specified above (a) plus or minus the Spread
specified above, if any, or (b) multiplied by the Spread Multiplier specified
above, if any. The Interest Rate Basis may be: (a) the Commercial Paper Rate,
(b) the Prime Rate, (c) LIBOR, (d) the Treasury Rate, (e) the CD Rate, (f) the
Federal Funds Rate, (g) the CMT Rate, or (h) such other interest rate basis or
formula as is specified on the face hereof, as specified above. The "Index
Maturity" is the period to maturity of the instrument or obligation from which
the Interest Rate Basis is calculated, as specified above.
All percentages resulting from any calculation on this Security will be
rounded 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) would be rounded to 9.87655% (or .0987655)), and all amounts used in
or resulting from such calculation on this Security will be rounded, in the
case of U.S. dollars, to the nearest cent or, in the case of a foreign currency
or
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composite currency, to the nearest unit (with one-half cent or unit being
rounded upwards).
Unless otherwise specified above, the "Regular Record Date" with respect
to this Security shall be the date 15 calendar days prior to each Interest
Payment Date, whether or not such date shall be a Market Day, and interest will
be payable, in the case of Securities which reset daily, weekly or monthly, on
the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year (as specified above); which reset
quarterly, on the third Wednesday of March, June, September and December of
each year; which reset semi-annually, on the third Wednesday of the two months
of each year specified above; and which reset annually, on the third Wednesday
of the month specified above (each an "Interest Payment Date"); and in each
case, at maturity or upon earlier redemption or repayment.
Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be. Accrued interest from
the Original Issue Date or from the last date to which interest has been paid
is calculated by multiplying the face amount of this Security by an accrued
interest factor, computed by adding the interest factor calculated for each day
from such starting date to but excluding the date for which accrued interest is
being calculated. The interest factor (expressed as a decimal) for each such
day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security or
CMT Rate Security, by the actual number of days in the year.
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified above. Unless otherwise specified above, the Interest Reset Date
will be, if this Security resets daily, each Market Day; if this Security
(other than a Treasury Rate Security) resets weekly, the Wednesday of each
week, or if this Security is a Treasury Rate Security, the Tuesday of each week
(except as provided below); if this Security resets monthly, the third
Wednesday of each month; if this Security resets quarterly, the third Wednesday
of March, June, September and December; if this Security resets semi-annually,
the third Wednesday of two months of each year, as specified above; and if this
Security resets annually, the third Wednesday of one month of each year, as
specified above; provided, however, that the interest rate
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in effect from the date of issue to the first Interest Reset Date will be the
Initial Interest Rate specified above. If any Interest Reset Date would
otherwise be a day that is not a Market Day, the Interest Reset Date shall be
postponed to the next day that is a Market Day, except that if this Security is
a LIBOR Security and such Market Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Market Day.
If any Interest Payment Date (other than at maturity, redemption or
repayment) specified above would otherwise fall on a day that is not a Market
Day, such Interest Payment Date shall be the next succeeding Market Day, or in
the case of a LIBOR Security, if such succeeding Market Day falls in the next
calendar month, such Interest Payment Date shall be the next preceding Market
Day.
The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Security (the "Commercial Paper Interest Determination
Date"), for a Prime Rate Security (the "Prime Rate Interest Determination
Date"), for a CD Rate Security (the "CD Rate Interest Determination Date"), for
a Federal Funds Rate Security (the "Federal Funds Interest Determination Date")
and for a CMT Rate Security (the "CMT Rate Interest Determination Date") will
be the second Market Day preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Security
(the "LIBOR Interest Determination Date") will be the second London Business
Day preceding the applicable Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date for a Treasury Rate Security (the
"Treasury Interest Determination Date") will be the day of the week in which
such Interest Reset Date falls on which Treasury bills would normally be
auctioned. 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 normally held
on the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holi day, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate
Security, then such Interest Reset Date shall instead be the first Market Day
immediately following such auction date. Unless otherwise specified above, the
Calculation Date pertaining to any Interest Determination Date shall be the
earlier of (i) the tenth calendar day after such Interest Determination Date,
or, if such day is not a Market Day, the next succeeding Market Day or (ii) the
Market Day immediately preceding the
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applicable Interest Payment Date or the Maturity Date, as the case may be.
Determination of Commercial Paper Rate. If the Interest Rate Basis of this
Security is the Commercial Paper Rate, the interest rate with respect to any
Interest Reset Date shall equal the Money Market Yield (calculated as described
below) of the per annum rate (quoted on a bank discount basis) as of the
relevant Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity shown above, as published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors of the
Federal Reserve System ("H.15(519)") under the heading "Commercial Paper--
Non-Financial". If that rate is not published before 3:00 P.M., New York City
time, on the relevant Calculation Date, then the Commercial Paper Rate with
respect to such Interest Reset Date shall be the Money Market Yield of such
rate on such Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity specified above as available through the worldwide
web site of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h.15/update, or any successor site or
publication of the Board of Governors of the Federal Reserve System (the "H.15
Daily Update") under the heading "Commercial Paper--Non-financial". If by 3:00
P.M., New York City time, on such Calculation Date, such rate is not published
in either H.15(519) or H.15 Daily Update, the Commercial Paper Rate with
respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
per annum 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 agents named on the cover of the Company's Prospectus
Supplement, dated August 30, 1999, with respect to the series of Securities of
which this Security is one (the "Agents") or their affiliates) for commercial
paper of the Index Maturity shown above placed for an industrial issuer whose
senior unsecured bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Commercial Paper Rate with respect to such Interest Reset Date will be the
Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date or, if such Interest Determination Date is the first
Interest Determination Date, the Initial Interest Rate specified on the face
hereof.
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"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-------------
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 period for which accrued interest is being calculated.
Determination of Prime Rate. If the Interest Rate Basis of this Security
is the Prime Rate, the interest rate with respect to any Interest Reset Date
shall equal the rate set forth for the relevant Prime Rate Interest
Determination 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 9:00
A.M., New York City time, on the relevant Calculation Date, then the Prime Rate
with respect to such Interest Reset Date shall be the rate on such Prime Rate
Interest Determination Date as published in the H.15 Daily Update opposite the
caption "Bank Prime Loan". In the event that such rate is not published prior
to 3:00 P.M., New York City time, on the relevant Calculation Date, then the
Prime Rate with respect to such Interest Reset Date shall be the arithmetic
mean of the rates of interest publicly announced by each bank that appears on
the display designated as page "USPRIME1" on the Reuters Monitor Money Rates
Service or any successor 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)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page on such
Prime Rate Interest Determination Date, the Prime Rate with respect to such
Interest Reset Date will be the arithmetic mean of the prime rates or base
lending rates (quoted on the basis of the actual number of days in the year
divided by a 360-day year) as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent (which may include affiliates of the
Agents). If fewer than four such quotations as described in the preceding
sentence are so provided, the Prime Rate with respect to such Interest Reset
Date will be the arithmetic mean of four prime rates (quoted on the basis of
the actual number of days in the
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year divided by a 360-day year) as of the close of business on such Prime Rate
Interest Determination Date as furnished in the City of New York by the major
money center banks, if any, that have provided such quotations and by a
reasonable 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 U.S. $500,000,000 and being subject to
supervision or examination by federal or state authority selected by the
Calculation Agent; provided, however, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned above, the Prime Rate
with respect to such Interest Reset Date will be the Prime Rate in effect on
such Prime Rate Interest Determination Date or, if such Interest Determination
Date is the first Interest Determination Date, the Initial Interest Rate
specified on the face hereof.
Determination of LIBOR. If the Interest Rate Basis of this Security is
LIBOR, the interest rate with respect to any Interest Reset Date shall be
determined in accordance with the following provisions:
(i) On the relevant LIBOR Interest Determination Date, LIBOR will be
either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
the offered rates (unless the Designated LIBOR Page (as defined below) 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 above, 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 above or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified above as the method of calculating LIBOR, the rate for deposits
in the Index Currency having the Index Maturity specified above,
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. If fewer than two such offered rates appear, or if no
such rate appears, as applicable, LIBOR on such LIBOR Interest
Determination Date will be determined in accordance with the provisions
described in clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is
to be determined pursuant to this clause (ii), the Calculation Agent will
request the principal London office of each of four major reference
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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 above, commencing on the 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 provided, LIBOR
determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date 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 (which may include affiliates of the
Agents) for loans in the Index Currency to leading European banks, having
the Index Maturity specified above 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, LIBOR
determined on such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date or, if such Interest
Determination Date is the first Interest Determination Date, the Initial
Interest Rate specified on the face hereof.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified above,
the display on the Reuter Monitor Money Rates Service (or any successor
service) on the page specified above (or any successor page) for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency, or (b) if "LIBOR Telerate" is specified above or neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified above as the method for calculating
LIBOR, the display on the Bridge Telerate, Inc. (or any successor service), on
page 3750 if the U.S. dollar is the Index Currency specified above or on the
page specified above if the Index Currency specified above is other than the
U.S. dollar (or any successor page), for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for
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which LIBOR shall be calculated. If no such currency is specified above, the
Index Currency shall be U.S. dollars.
Determination of Treasury Rate. If the Interest Rate Basis of this
Security is the Treasury Rate, the interest rate with respect to any Interest
Reset Date shall equal the rate for the most recent auction as of the relevant
Treasury Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown above as published on either
the Telerate Page 56 or the Telerate Page 57 under the heading "AVGE INVEST
YIELD", or, if not so published by 3:00 P.M., New York City time, on the
relevant Calculation Date, the auction average rate (expressed as a 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. In the event that the results of the auction
of Treasury Bills having the Index Maturity shown above are not pub lished or
reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held during such week, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a 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
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 Agents or their
affiliates) for the issue of Treasury Bills with a remaining maturity closest
to the Index Maturity shown above; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the Treasury Rate determined on such Treasury Interest
Determination Date will be the Treasury Rate in effect hereon on such Treasury
Interest Determination Date or, if such Treasury Interest Determination Date is
the first Interest Determination Date, the Initial Interest Rate specified on
the face hereof.
Determination of CD Rate. If the Interest Rate Basis of this Security is
the CD Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate for the relevant CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity shown above as
published in H.15(519) under the heading "CDs (Secondary Market)" (or any
successor heading). In the event that such rate is not published prior to 3:00
P.M., New York City time, on the relevant Calculation Date, then
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the CD Rate with respect to such Interest Reset Date shall be the rate on such
CD Rate Interest Determination Date for negotiable U.S. dollar certificates of
deposit having the specified Index Maturity as published in H.15 Daily Update
under the heading "CDs (secondary market)". If by 3:00 P.M., New York City
time, on such Calculation Date such rate is not published in either H.15(519)
or H.15 Daily Update, the CD Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean
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 Agents or their
affiliates) for negotiable certificates of deposit of major United States money
center banks of the highest credit standing in the market for negotiable U.S.
dollar certificates of deposit, with a remaining maturity closest to the Index
Maturity shown above in an amount that is representative for a single
transaction in such market at such time; 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 with respect to such Interest Reset
Date will be the CD Rate in effect on such CD Rate Interest Determination Date
or, if such Interest Determination Date is the first Interest Determination
Date, the Initial Interest Rate specified on the face hereof.
Determination of Federal Funds Rate. If the Interest Rate Basis of this
Security is the Federal Funds Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate on the relevant Federal Funds Rate
Interest Determination Date for Federal Funds having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Federal Funds (Effective)". In the event that such rate is not published by
9:00 A.M., New York City time, on the relevant Calculation Date, then the
Federal Funds Rate with respect to such Interest Reset Date will be the rate on
such Federal Funds Rate Interest Determination Date as published in H.15 Daily
Update under the heading "Federal funds (effective)" (or any successor
heading). If by 3:00 P.M., New York City time, on such Calculation Date such
rate is not published in either H.15(519) or H.15 Daily Update, the Federal
Funds Rate with respect to such Interest Reset Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates, as of 9:00
A.M., New York City time, on such Federal Funds Rate Interest Determination
Date, for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of
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New York selected by the Calculation Agent; 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 with respect to such
Interest Reset Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date or, if such Interest Determination Date
is the first Interest Determination Date, the Initial Interest Rate specified
on the face hereof.
Determination of CMT Rate Notes. If the Interest Rate Basis of this
Security is the CMT Rate, the interest rate with respect to any Interest Reset
Date shall equal the rate displayed on the Designated CMT Telerate Page (as
defined below) 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 defined
below), for (i) if the Designated CMT Telerate Page is 7055, the rate on the
related CMT Interest Determination Date, or (ii) if the Designated CMT Telerate
Page is 7052, the week or the month, as specified on the face hereof, ended
immediately preceding the week or month, as applicable, in which the related
CMT Interest Determination Date occurs. If 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 relevant Calculation Date, then the CMT Rate with respect to such CMT
Interest Determination Date will be that treasury constant maturity rate for
the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or is not published by 3:00 P.M., New York
City time, on such Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be such 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 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). If that information is not provided by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Interest Determination Date will 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 such CMT Interest Determination Date reported,
according to their written records, by three leading primary
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United States government securities dealers ("Reference Dealers") in The City
of New York (which may include the Agents 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 the Designated CMT Maturity Index minus one year,
provided however, that if the Calculation Agent cannot obtain three Treasury
Notes quotations as described in this sentence, the CMT Rate for that CMT
Interest Determination Date will 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
such CMT Interest Determination Date of three Reference Dealers in The City of
New York 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 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 $100,000,000. If three or four, and
not five, of the 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 the quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described above, the CMT Rate determined as of such CMT
Interest Determination Date will be the CMT Rate in effect on such CMT Interest
Determination date or, if such Interest Determination Date is the first
Interest Determination Date, the Initial Interest Rate specified on the face
hereof. If two Treasury Notes with an original maturity as described above 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 (a) the display on the Dow Jones
Telerate Service, or any successor service, specified above for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519), or any
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successor page or (b) if no such page is specified above, 7052, for the most
recent week.
"Designated CMT Maturity Index" means (a) the original period to maturity
of the U.S. Treasury securities specified above with respect to which the CMT
Rate will be calculated, which will be either 1, 2, 3, 5, 7, 10, 20 or 30 years
or (b) if no maturity is specified above, two years.
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, shown above. The Calculation Agent shall calculate the
interest rate on this Security in accordance with the fore going on each
Interest Determination Date or Calculation Date as applicable. The Calculation
Agent's determination of any interest rate, and its calculation of the amount
of interest for any interest period, will be final and binding in the absence
of manifest error. The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
The Calculation Agent will upon the request of the Holder of this Security
provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.
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 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 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
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each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compli ance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent of waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
permanent global 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 pro vision 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 cer tain limitations therein
set forth, the transfer of Securi ties in definitive registered form of the
series of which this Security is a part may be registered in the Security
Register, upon surrender of such Securities 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 such Securities 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 like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
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 pro vided 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.
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No service charge shall be made for any such registration of transfer or
exchange of Securities as provided above, 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 a Security of this series 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 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 Minor Acts
------------------------------
(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
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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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