Pitney Bowes, Inc. Watch

from 8-K 261 pages Sixth Amendment Dated as of July 31, 2023 (This “Amendment”), to the Credit Agreement Dated as of November 1, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Pitney Bowes Inc., a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto and Jpmorgan Chase Bank, N.A. (“Jpmorgan”), as Administrative Agent. Whereas the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein; Whereas the Lenders Party Hereto Are Willing to Consent to Such Amendments on the Terms and Subject to the Conditions Set Forth Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Interpretation. (A) Capitalized Terms Used and Not Defined Herein (Including in the Recitals Hereto) Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. the Rules of Interpretation Set Forth in Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis

from 8-K 210 pages Fifth Amendment Dated as of June 6, 2023 (This “Amendment”), to the Credit Agreement Dated as of November 1, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Pitney Bowes Inc., a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto and Jpmorgan Chase Bank, N.A. (“Jpmorgan”), as Administrative Agent. Whereas the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein; Whereas the Lenders Party Hereto Are Willing to Consent to Such Amendments on the Terms and Subject to the Conditions Set Forth Herein; Whereas Jpmorgan Has Been Appointed by the Borrower to Act, and Has Agreed to Act, as Sole Lead Arranger and Sole Bookrunner for This Amendment (In Such Capacity, the “Lead Arranger”). Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Interpretation. (A) Capitalized Terms Used and Not Defined Herein (Including in the Recitals Hereto) Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. the Rules of Interpretation Set Forth in Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis

from 10-K 8 pages Section 1.interpretation. Capitalized Terms Used and Not Defined Herein (Including in the Recitals Hereto) Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. the Rules of Interpretation Set Forth in Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2.amendments to the Credit Agreement

from 8-K 209 pages Third Amendment Dated as of December 7, 2022 (This “Amendment”), to the Credit Agreement Dated as of November 1, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Pitney Bowes Inc., a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto and Jpmorgan Chase Bank, N.A. (“Jpmorgan”), as Administrative Agent. Whereas the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein; Whereas the Lenders Party Hereto Are Willing to Consent to Such Amendments on the Terms and Subject to the Conditions Set Forth Herein; Whereas Jpmorgan Has Been Appointed by the Borrower to Act, and Has Agreed to Act, as Sole Lead Arranger and Sole Bookrunner for This Amendment (In Such Capacity, the “Lead Arranger”). Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Interpretation. (A) Capitalized Terms Used and Not Defined Herein (Including in the Recitals Hereto) Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. the Rules of Interpretation Set Forth in Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis

from 10-Q 5 pages Whereas Pursuant to Section 9.02(b) of the Credit Agreement, the Credit Agreement May Be Amended by the Borrower and the Administrative Agent in Order to Cure Any Ambiguity, Omission, Mistake, Defect or Inconsistency and to Cause Any Guarantee, Collateral Security Document or Other Document to Be Consistent With the Credit Agreement and the Other Loan Documents; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1.interpretation. (A)capitalized Terms Used and Not Defined Herein (Including in the Recitals Hereto) Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. the Rules of Interpretation Set Forth in Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis

from 8-K 210 pages First Refinancing Facility Agreement Dated as of March 19, 2021 (This “Agreement”), to the Credit Agreement Dated as of November 1, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Pitney Bowes Inc., a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto and Jpmorgan Chase Bank, N.A. (“Jpmorgan”), as Administrative Agent

from 8-K 215 pages Whereas Each Tranche a Term Lender That Does Not Execute and Deliver a Signature Page to This Amendment (Each, a “Non-Consenting Lender”) Will Be Deemed Not to Have Agreed to This Amendment and Will Be Subject to the Mandatory Assignment Provisions of Section 9.02(c) of the Credit Agreement Upon the Effectiveness of This Amendment on the First Amendment Effective Date (As Defined Below); Whereas Jpmorgan, Mufg Bank, Ltd., Truist Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA and Citizens Bank, N.A. Have Been Appointed by the Borrower to Act, and Have Agreed to Act, as Joint Lead Arrangers and Joint Bookrunners for This Amendment (In Such Capacities, the “Lead Arrangers”). Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Interpretation. (A) Capitalized Terms Used and Not Defined Herein (Including in the Recitals Hereto) Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. the Rules of Interpretation Set Forth in Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis

from 8-K 20 pages First Incremental Facility Amendment Dated as of February 19, 2020 (This “Amendment”), to the Credit Agreement Dated as of November 1, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Pitney Bowes Inc., a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto and Jpmorgan Chase Bank, N.A. (“Jpmorgan”), as Administrative Agent

from 8-K 213 pages Credit Agreement Dated as of November 1, 2019, Among Pitney Bowes Inc., as Borrower, the Lenders and Issuing Banks Party Hereto, and Jpmorgan Chase Bank, N.A., as Administrative Agent Jpmorgan Chase Bank, N.A., Mufg Bank, Ltd., Suntrust Robinson Humphrey, Inc., Citibank, N.A., Goldman Sachs Bank USA and Citizens Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners Mufg Bank, Ltd. and Suntrust Bank, as Syndication Agents Citibank, N.A., Goldman Sachs Bank USA Citizens Bank, N.A. Rbc Capital Markets and the Northern Trust Company, as Documentation Agents

from 10-K 3 pages First Amendment Dated as of December 14, 2018 (This “Amendment”) to the Credit Agreement Dated as of September 12, 2017 (The “Credit Agreement”), Among Pitney Bowes Inc., a Corporation Duly Organized and Validly Existing Under the Laws of the State of Delaware, the Banks Party Thereto, and Jpmorgan Chase Bank, N.A., as Administrative Agent. Whereas, the Banks Have Extended Credit to the Borrower Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Parties Hereto Have Agreed to Amend the Credit Agreement as Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1.01. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Recitals Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 1.02. Amendments to Credit Agreement. Effective on the Effective Date (As Defined Below), the Credit Agreement Is Amended as Follows: (A) Section 8.07 of the Credit Agreement Is Amended to Read as Follows

from 10-K 4 pages Standard & Poor’s/Moody’s Rating (Each a “Category”) Eurocurrency Spread Base Rate Spread Facility Fee Rate Letter of Credit Fee Rate Category 1 a-/A3 0.90% 0.00% 0.10% 0.90% Category 2 Bbb+/Baa1 1.00% 0.00% 0.125% 1.00% Category 3 Bbb/Baa2 1.10% 0.10% 0.15% 1.10% Category 4 Bbb-/Baa3 1.30% 0.30% 0.20% 1.30% Category 5 Bb+/Ba1 1.50% 0.50% 0.25% 1.50% Category 6 Lower Than Bb+/ Ba1 or Unrated 1.75% 0.75% 0.30% 1.75%

from 10-Q 98 pages Execution Version Credit Agreement (2017 Term Loan) [[3673763]] Pitney Bowes Inc. Credit Agreement $200,000,000 Dated as of September 12, 2017 Jpmorgan Chase Bank, N.A., as Administrative Agent Jpmorgan Chase Bank, N.A., Citibank, N.A., Goldman Sachs Bank USA, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Bank, Ltd. as Joint Lead Arrangers and Joint Bookrunners Bank of America N.A., Citibank, N.A., Goldman Sachs Bank USA and Mizuho Bank, Ltd. as Syndication Agents [CS&M Ref. No. 6702-157]

from 10-Q 95 pages Execution Version Credit Agreement [[3570658]] Pitney Bowes Inc. Credit Agreement $300,000,000 Dated as of January 5, 2016 Jpmorgan Chase Bank, N.A., as Administrative Agent J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd. and Suntrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Bookrunners Bank of America, N.A., Mizuho Bank, Ltd. and Suntrust Bank as Syndication Agents [CS&M Ref. No. 6702-157]

from 10-Q 23 pages Execution Version Second Amendment Dated as of September 12, 2017 (This “Amendment”) to the Credit Agreement Dated as of January 6, 2015, and Amended on May 31, 2017 (As in Effect Immediately Prior to the Effectiveness of This Amendment, the “Credit Agreement”), Among Pitney Bowes Inc., a Corporation Duly Organized and Validly Existing Under the Laws of the State of Delaware, Each Subsidiary Borrower Party Thereto, the Banks Party Thereto, and Jpmorgan Chase Bank, N.A., as Administrative Agent. Whereas, the Banks Have Agreed to Extend Credit to the Company and the Subsidiary Borrowers Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Parties Hereto Have Agreed to Amend the Credit Agreement as Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1.01. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Recitals Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 1.02. Initial Amendments to Credit Agreement. Effective on the Initial Effective Date (As Defined Below), the Credit Agreement Is Amended as Follows: (A) the Following New Definitions Are Inserted in Their Proper Alphabetical Positions in Section 1.01 of the Credit Agreement: “2016 Term Loan Agreement” Shall Mean the Credit Agreement Dated as of January 5, 2016, as Amended From Time-To-Time, Among the Company, the Lenders Party Thereto, and Jpmorgan Chase Bank, N.A., as Administrative Agent. “2017 Term Loan Agreement” Shall Mean a Credit Agreement Providing for Term Loans in an Initial Aggregate Principal Amount of Up to $200,000,000 Entered Into by the Company in Connection With the Neutron Acquisition, as Amended From Time-To-Time. “Neutron” Shall Mean Ngs Holdings, Inc., a Delaware Corporation

from 10-Q 154 pages Execution Version Credit Agreement [[3502063]] Pitney Bowes Inc. the Subsidiary Borrowers Party Hereto Credit Agreement $1,000,000,000 Dated as of January 6, 2015 Jpmorgan Chase Bank, N.A., as Administrative Agent J.P. Morgan Securities LLC, Rbs Securities Inc., Hsbc Bank USA, National Association and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners the Royal Bank of Scotland PLC, as Syndication Agent Bank of America, N.A. Hsbc Bank USA, National Association, Morgan Stanley Mufg Loan Partners, LLC and Goldman Sachs Bank USA as Documentation Agents

from 8-K >50 pages Ex-10.1: Amended and Restated Credit Agreement