EXHIBIT 4(c)
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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) 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 CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION
OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
PITNEY BOWES INC.
FIXED RATE NOTE
No. 1 CUSIP No. 724479 AG 5
PRINCIPAL AMOUNT: US $ 400,000,000 STATED MATURITY OF SECURITY:
March 15, 2015
DENOMINATIONS: $1,000 COMPUTATION PERIOD: 30/360
ISSUE DATE: March 22, 2005 REGULAR RECORD DATE(S): 15th
calendar day preceding the
applicable Interest Payment Date,
whether or not a Business Day
INTEREST RATE: 5% REDEEMABLE: Yes.
INTEREST PAYMENT DATE(S): March 15 and SINKING FUND: None.
September 15
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 on the Stated
Maturity specified above and to pay interest thereon (computed on the basis of a
360-day year of twelve 30-day months) from and including the Issue Date
specified above (the "Issue Date") or from and including the most recent
Interest Payment Date to which interest on this Security (or any Predecessor
Security) has been paid or duly provided for to, but excluding, the Interest
Payment Date, on the Interest Payment Date(s) specified above in each year (each
an "Interest Payment Date") and at Maturity, at the rate per annum equal to the
Interest Rate specified above, until the principal hereof is paid or duly made
available for payment. Interest on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security, or one or more
predecessor securities, is registered at the close of business on the regular
record date for the payment of such interest.
Any interest on any Security of any Series that is payable but not
punctually paid or duly provided for ("defaulted interest") on any interest
payment date shall forthwith cease to be payable to the Registered Holder on the
relevant record date by virtue of such Holder having been a Holder on such
record date. Such defaulted interest may be paid by the Company, at its election
in each case, as provided in clause(a) or clause(b) below:
(a) The Company may elect to make payment of any defaulted interest to
the persons in whose names any such Securities (or their respective
predecessor Securities) are registered at the close of business on a
special record date for the payment of such defaulted interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each
Security of such Series and the date of the proposed payment and at the
same time the Company shall deposit with the Trustee funds equal to the
aggregate amount proposed to be paid in respect of such defaulted interest
or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment. Such funds when deposited shall
be held in trust for the benefit of the persons entitled to such defaulted
interest as provided in this clause(a). Thereupon the Trustee promptly
shall fix a special record date for the payment of such defaulted interest
in respect of Securities of such Series, which shall be not more than 15
nor less than ten days prior to the date of the proposed payment. The
Trustee promptly shall notify the Company of such special record date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such defaulted interest and the special record date
thereof to be mailed, first class postage prepaid, to each Registered
Holder at his address as it appears in the Security register, not less than
ten days prior to such special record date. Notice of the proposed payment
of such defaulted interest and the special record date therefor having been
mailed as aforesaid, such defaulted interest in respect of Securities of
such Series shall be paid to the persons in whose names such Securities (or
their respective predecessor Securities) are registered on such special
record date and such defaulted interest shall no longer be payable pursuant
to the following clause(b).
(b) The Company may make payment of any defaulted interest on the
Securities of any Series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of that
Series may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such payment shall be deemed
practicable by the Trustee.
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.
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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.
By: /s/ Bruce P. Nolop
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Name: Bruce P. Nolop
Title: Executive Vice President & Chief
Financial Officer
By: /s/ Dessa M. Bokides
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Name: Dessa M. Bokides
Title: VP - Finance & Treasurer
Attest:
/s/ A.C. Corn
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Dated: March 22, 2005
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By: /s/ Nancy Forte
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Authorized Signatory
[Reverse of Security]
This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued and to be issued in one or more series under
an Indenture dated as of February 14, 2005 pursuant to an Officers' Certificate
dated as of March 22, 2005 (as so supplemented, the "Indenture," which term
shall have the meaning assigned to it in such instrument) between the Company
and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited initially
to an aggregate principal amount of $400,000,000, which amount may be increased
at the option of the Company if in the future it determines that it may wish to
reopen the series of Securities of which this Security is a part and sell
additional Securities. Except as may be otherwise stated on the face hereof, the
Securities of this series are issuable only as registered Securities, without
coupons, in denominations of $1,000 and integral multiples thereof.
The Securities are general, direct, unconditional and senior unsecured
obligations of the Company.
This Security is subject to redemption, upon at least 30-days and not more
than 60-days notice by mail, on any such date (or during any such range of
dates), as a whole or from time to time in part, at the election of the Company,
at a Redemption Price determined as provided in the next succeeding sentence,
together with interest accrued to the Redemption Date; provided, however, that
installments of interest the Stated Maturity of which is on or prior to the
Redemption Date will be payable to the Holder of record hereof (or one or more
Predecessor Securities) at the close of business on the relevant regular record
dates referred to on the face hereof, all as provided in the Indenture. The
"Redemption Price" for any such redemption shall be equal to the sum of 100% of
the aggregate principal amount hereof being redeemed, accrued but unpaid
interest to the Redemption Date and the Redemption Premium, if any.
"Redemption Premium" means, in connection with any optional redemption, the
excess, if any, of (a) the aggregate present value as of the date of such
redemption of each dollar of principal being redeemed and the amount of
interest, exclusive of interest accrued to the Redemption Date, that would have
been payable in respect of each such dollar if such redemption had not been
made, determined by discounting, on a semiannual basis (assuming a 360-day year
of twelve 30-day months), such principal and interest at the Reinvestment Rate,
determined on the third business day preceding the date notice of such
redemption is given, from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, to the
Redemption Date, over (b) the aggregate principal amount being redeemed.
"Reinvestment Rate" means 0.15% plus the arithmetic mean of the yields
under the heading "Week Ending" published in the most recent Statistical Release
under the caption
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"Treasury Constant Maturities" for the maturity, rounded to the nearest month,
corresponding to the remaining life to maturity, as of the payment date of the
principal amount being redeemed. If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields
on a straight-line basis, rounding in each of such relevant periods to the
nearest month. For the purposes of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the
Redemption Premium shall be used. If the format or content of the Statistical
Release changes in a manner that precludes determination of the Treasury yield
in the above manner, then the Treasury yield shall be determined in the manner
that most closely approximates the above manner, as reasonably determined by the
Company.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any required determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
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) 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 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 may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.
2
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of the majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security register.
Upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, if this Security is duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
As provided in the Indenture and subject to certain limitations therein set
forth, the Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
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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 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be deemed to be a contract under the internal laws of
the State of New York (other than principles of law that would apply the law of
another jurisdiction), and for all purposes shall be construed and enforced in
accordance with and governed by the laws of said State.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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ABBREVIATION
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.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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(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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attorney 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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