Exhibit 4.1


 


 


PITNEY BOWES INC.


 


and


 


SUNTRUST BANK


 


as Trustee


 


 












 


SUPPLEMENTAL INDENTURE No. 1


 


Dated as of April 18, 2003


 


(Supplemental to Indenture


dated as of February 15, 2002)


 












 

















 


SUPPLEMENTAL INDENTURE No. 1 dated as of
April 18, 2003 between PITNEY BOWES INC., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”) and SUNTRUST BANK, a bank and
trust company duly organized and existing under the laws of the State of
Georgia, as trustee (the “Trustee”).


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture dated as of
February 15, 2002 between the Company and the Trustee (the “Indenture”) providing for the issuance by
the Company from time to time of its unsecured notes or other evidences of
indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or
amounts as may from time to time be authorized in or pursuant to one or more
resolutions of the Board of Directors of the Company; and


 


WHEREAS, Sections 9.01 (e) and
(j) of the Indenture provide that the Company and the Trustee may enter into a
supplemental indenture without the consent of the Holders of Securities in
order to (i) add to, change or eliminate any provision of the Indenture in
respect of one or more series of Securities; provided
that such action shall neither apply to Securities of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of
such provision nor modify the rights of the Holders of such Securities with
respect to such provision or (ii) correct or supplement any provision of the
Indenture, or to make any other provision with respect to matters or questions
arising under the Indenture; provided
that such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect; and


 


WHEREAS, all acts and things
necessary to make this Supplemental Indenture No. 1 a valid agreement of the
Company according to its terms, have been done and performed, and the execution
and delivery of this Supplemental Indenture No. 1 have in all respects been
duly authorized.


 


NOW, THEREFORE, WITNESSETH:


 


That in order to declare
certain terms pertaining to the Securities issued after the date hereof and in
consideration of the promises herein contained, the Company and the Trustee
hereby agree:


 


Section 1.                                          For
all purposes of this Supplemental Indenture No. 1, except as otherwise
expressly provided or unless the context otherwise requires, all capitalized
terms used and not defined herein that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.


 


Section 2.                                          Section
1.01 of the Indenture is amended by deleting the defined term “Agent Member” in its entirety.


 


Section 3.                                          Section
1.01 of the Indenture is amended by adding the phrase “or any other applicable
statute or regulation,” after the phrase “as amended,” in the defined term “Depositary”.


 

















 


Section 4.                                          Section
1.01 of the Indenture is amended and supplemented by adding the following
definition therein, in the appropriate alphabetical sequence:


 


“Common Depositary” means a common
depositary of Securities on behalf of Clearstream Banking, Société Anonyme and
Euroclear Bank S.A./N.V., as operator of the Euroclear System, each in its
capacity as Depositary.


 


Section 5.                                          Section
2.02 of the Indenture is amended by deleting the legend in the last paragraph
thereof and replacing such legend with the following:


 


“THIS SECURITY
IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE NAME OF A
[DEPOSITARY] [COMMON DEPOSITARY], OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH [DEPOSITARY] [COMMON DEPOSITARY], OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.”


 


Section 6.                                          Section
3.01 of the Indenture is amended by replacing paragraph (k) thereof with the
following:


 


“whether the
Securities of the series are to be issuable in whole or in part in permanent
global form, without coupons, and, if so, (i) the form of any legend or legends
which shall be borne by any such permanent global Security in addition to or in
lieu of that set forth in Section 2.02, (ii) any circumstances in addition to
or in lieu of those set forth in Clause (2) of the last paragraph of Section
3.05 in which such permanent global Security may be exchanged in whole or in
part for Securities registered, and in which any transfer of such permanent
global Security in whole or in part may be registered, in the name of Persons
other than a Depositary or a Common Depositary for such permanent global
Security, or a nominee thereof, and (iii) the Depositaries and/or the Common
Depositary with respect to any such permanent global Security or Securities;”


 


Section 7.                                          Section
3.05 of the Indenture is amended by replacing clauses (1) – (7) of the last
paragraph thereof with the following:


 


“(1)                            Each
permanent global Security authenticated under this Indenture shall be
registered in the name of a Depositary or a Common Depositary designated for
such permanent global Security, or anominee thereof, and delivered to such
Depositary or Common Depositary, or a nominee thereof or custodian therefor,
and each such permanent global Security shall constitute a single Security for
all purposes of this Indenture.


 


(2)                                  Notwithstanding
any other provisions in this Indenture, no permanent global Security may be
exchanged in whole or in part for Securities


 


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registered, and no transfer of a permanent global Security in whole or
in part may be registered, in the name of any Person other than a Depositary or
a Common Depositary for such permanent global Security, or a nominee thereof,
unless (a) the Depositary notifies the Company pursuant to Clause (4) of this
Section that it is unwilling or unable to continue as Depositary for such
permanent global Security, (b) at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, or any other applicable statute or regulation, (c) if the Company in
its sole discretion determines pursuant to Clause (5) of this Section that such
permanent global Security shall be so exchangeable or transferable and executes
and delivers to the Security Registrar a Company Order providing that such
permanent global Security shall be so exchangeable or transferable, (d) any
event shall have occurred and be continuing which, after notice or lapse of
time, or both, would become an Event of Default with respect to the securities
of the series of which such permanent global Security is a part or (e) there
shall exist such circumstances, if any, in addition or in lieu of the foregoing
as have been specified for this purpose as contemplated by Section 3.01.


 


(3)                                  Subject
to Clause (2) above, any exchange of a permanent global Security for other
Securities may be made in whole or in part, and all Securities issued in
exchange for a permanent global Security or any portion thereof shall be
registered in such names as the Depositary and/or the Common Depositary for
such permanent global Security shall direct. The Trustee shall deliver such
Securities to or as directed by the Persons in whose names such Securities are
so registered.


 


(4)                                  If
at any time the Depositary for any Securities of a series represented by one or
more global Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Securities or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, or any other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to such Securities. If such
successor is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility (and in any event
before the Depositary surrenders such global Security for exchange), the Company’s
election that such Securities be represented by one or more global Securities
shall no longer be effective and the Company shall execute, and the Trustee,
upon receipt of an Officers’ Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount
of the global Security or Securities representing such Securities in exchange
for such global Security or Securities.


 


(5)                                  The
Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more global Securities
shall no longer be represented by a global Security or Securities. In


 


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such event the Company will execute, and the Trustee, upon receipt of
an Officers’ Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the global Security
or Securities representing such Securities, in exchange for such global
Security or Securities.


 


(6)                                  Subject
to Clause (2) above, with respect to Securities represented by a global
Security, the Depositary and/or the Common Depositary for such global Security
may surrender such global Security in exchange, in whole or in part, for
Securities of the same series in definitive registered form on such terms as
are acceptable to the Company and such Depositary and/or Common Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,


 


(i)                                     to
the Person specified by such Depositary and/or Common Depositary, a new
Security or Securities of the same series, of any authorized denomination as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the global Security; and


 


(ii)                                  to
such Depositary and/or Common Depositary, a new global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered global Security and the aggregate principal amount of
Securities authenticated and delivered pursuant to clause 3.05(6)(i) above.


 


Upon the
exchange of a global Security for Securities in definitive registered form, in
authorized denominations, such global Security shall be canceled by the
Trustee.


 


(7)                                  Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a permanent global Security or any portion thereof,
whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
permanent global Security, unless such Security is registered in the name of a
Person other than a Depositary or a Common Depositary for such permanent global
Security or a nominee thereof.”


 


Section 8.                                          This
Supplemental Indenture No. 1 shall form a part of the Indenture for all
purposes and every holder of Securities hereafter authenticated and delivered
under the Indenture shall be bound hereby. The Indenture as supplemented by
this Supplemental Indenture No. 1 is hereby in all respects ratified and
confirmed.


 


Section 9.                                          The
recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for the correctness of same or for the
validity or sufficiency of this Supplemental Indenture No. 1.


 


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Section 10.                                   This
Supplemental Indenture No. 1 shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.


 


Section 11.                                   This
Supplemental Indenture No. 1 may be executed in any number of counterparts,
each of which shall be an original. Such counterparts shall together constitute
but one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture No. 1 to be duly executed, and their
respective corporate seals to be hereunder affixed and attested, all as of the
day and year first above written.


 


 


	
  [Corporate
  Seal]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PITNEY BOWES INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bruce P. Nolop

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce P. Nolop

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dessa M. Bokides

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dessa M. Bokides

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Patricia M. Johnson

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:  Assistant Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Corporate
  Seal]

  	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK, as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Ellerin

  	
   

  
	
   

  	
   

  	
  Name:  Jack Ellerin

  	
   

  
	
   

  	
   

  	
  Title: Assistant Vice President

  	
   

  
						



 


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