Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2022, Pitney Bowes Inc. (the "Company") entered into a Third Amendment (the "Amendment") to the Credit Agreement, dated as of November 1, 2019 (as previously amended, the "Existing Credit Agreement"), by and among the Company, the subsidiaries of the Company party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment, (i) increases the total adjusted leverage ratio financial covenant level applicable as of December 31, 2022 by 0.25, to 4.00 to 1.00, and provides for modified step-down levels for such covenant thereafter, (ii) decreases the adjusted interest coverage ratio financial covenant level by 0.50, to 2.25 to 1.00, (iii) increases the interest margins applicable to the term loan A and revolving facilities under the Existing Credit Agreement by 25 basis points, (iv) decreases the size of the negative covenant basket available to make distributions and dividends (from $150.0 million to $100.0 million), and (v) effects certain other changes as set forth in the Amendment. Prior to the Amendment, the Company was in compliance, and expected to remain in compliance, with all financial and non-financial covenants. The revised terms contained in the Amendment are intended to provide the Company with additional flexibility in managing its capital structure.

The Company plans to further amend the Existing Credit Agreement to update interest benchmarks, including to transition from LIBOR to SOFR for borrowings in U.S. dollars.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, including statements concerning the effects of the revised terms included in the Amendment and the further amendment of the Existing Credit Agreement, are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as "estimate", "believe", "expect", "anticipate", "intend", "plan", and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Refer to the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K filed with the SEC for a discussion of important factors that could cause actual results to differ materially from forward-looking statements.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number                                  Description

10.1      Third Amendment, dated as of December 7, 2022, among Pitney Bowes Inc.,
          the subsidiaries of Pitney Bowes Inc. party thereto, the lenders and
          issuing banks party thereto, and JPMorgan Chase Bank, N.A., as
          administrative agent

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