THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY (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.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
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No. 1
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SENIOR NOTE
(Fixed Rate)
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CUSIP No. 724479 AH3
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PRINCIPAL
AMOUNT: $300,000,000
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STATED MATURITY
OF SECURITY: March
15, 2019
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DENOMINATIONS:
U.S. $2,000 or an integral multiple of U.S. $1,000 in excess
thereof
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COMPUTATION
PERIOD: 30/360
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ISSUE DATE:
March 5, 2009
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REGULAR RECORD
DATE(S): March 1 and
September 1
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INTEREST RATE:
6.25% per annum
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REDEEMABLE:
Yes.
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INTEREST
PAYMENT DATES: March 15 and September 15, commencing
on September 15, 2009
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SINKING FUND:
None .
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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
(“Maturity”) 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. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this
Security (or one or more predecessor Securities) is registered at
the close of business on the Regular Record Date.
Any
interest on this Security 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 Regular Record Date by virtue of
such Holder having been a Holder on such Regular 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 the 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 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 the Securities, 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 Holder of Securities
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 the Securities shall be paid to the persons
in whose names the 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).
2
(b)
The Company may make payment of any defaulted interest on the
Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities 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.
If
any Interest Payment Date or the Maturity of this Security falls on
a day that is not a Business Day with respect to this Security, the
related 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 shall accrue on the amount so
payable for the period from and after such Interest Payment Date or
Maturity, as the case may be. A “Business Day” means a
day, other than a Saturday, a Sunday, or any other day on which
banking institutions in The City of New York are authorized or
required by law or executive order to remain closed.
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.
3
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by manual or facsimile signature under its corporate
seal.
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PITNEY BOWES
INC.
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By:
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Name: Michael
Monahan
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Title:
Executive Vice President and Chief
Financial Officer
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By:
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Name: Helen
Shan
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Title: Vice
President and Treasurer
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
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THE BANK OF
NEW YORK MELLON, as
Trustee
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By:
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Authorized
Signatory
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4
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 (the “Initial Indenture”),
between the Company and Citibank, N.A., as trustee, as amended by
the First Supplemental Indenture (the “First Supplemental
Indenture”, and together with the Initial Indenture, the
“Indenture”), dated as of October 23, 2007, by and
among the Company, The Bank of New York Mellon, as successor
trustee (the “Trustee”; which term includes any
successor trustee under the Indenture), and Citibank, N.A., as
resigning trustee, 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 $300,000,000, 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 having
the same terms. 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 $2,000
or an integral multiple of $1,000 in excess thereof.
The
Securities are general, direct, unconditional and senior unsecured
obligations of the Company.
The
Company may redeem the Securities of the series of which this
Security is a part, at any time in whole or from time to time in
part on any day fixed for redemption in accordance with this
Security and the Indenture (a “Redemption Date”), at a
redemption price equal to the sum of 100% of the aggregate
principal amount of the Securities being redeemed, accrued but
unpaid interest on those Securities to such Redemption Date, and
the Make-Whole Amount, if any, as defined below.
“Make-Whole
Amount” 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 applicable 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 such
Redemption Date, over (b) the aggregate principal amount of
the Securities being redeemed.
“Reinvestment
Rate” means 0.50% plus the arithmetic mean of the yields
under the heading “Week Ending” published in the most
recent Statistical Release under the caption “Treasury
Constant Maturities” for the maturity, rounded to the nearest
month, corresponding to the remaining life to maturity, as of the
Redemption Date of the principal amount of the Securities being
redeemed. If no maturity exactly corresponds to such maturity,
yields for the
5
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
Make-Whole Amount 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 publ
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