Amendment No. 1 dated October 1, 2024 to the Fourth Amended and Restated Credit Agreement dated January 3, 2023 by and among PTC Inc., PTC (IFSC) Limited, JPMorgan Chase Bank N.A., as administrative agent, and the Lenders named therein

EX-10.1 2 ptc-ex10_1.htm EX-10.1 AMENDMENT NO.1 TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT. EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

Dated as of October 1, 2024

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of January 3, 2023

This AMENDMENT NO. 1 (this “Amendment”) is made as of October 1, 2024 by and among PTC Inc., a Massachusetts corporation (the “Parent”), PTC (IFSC) Limited, an entity organized under the laws of the Republic of Ireland (the “Irish Borrower” and, together with the Parent, the “Borrowers”), the Lenders listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), under that certain Fourth Amended and Restated Credit Agreement, dated as of January 3, 2023, by and among the Parent, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement” and as amended hereby, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement in accordance with Section 9.02 of the Credit Agreement; and

WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree as follows:

Amendments to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a)

Section 1.01 of the Credit Agreement is hereby amended to insert the following new defined term in the appropriate alphabetical order:

“Available Liquidity” means, as of any date of determination, the sum of (a) the aggregate amount of the following, without duplication, that are unrestricted and not subject to any Lien (other than Liens permitted under Section 5.09(e) or (j) or non-consensual Liens arising by operation of law for which no amount is then due and owing) (i) cash and Cash Equivalent Investments and (ii) securities that have been converted into cash or are readily marketable for cash, in each case of the foregoing clauses (i) and (ii), of the Credit Parties, and (b) the aggregate amount of Available Revolving Commitments, in each case, as of such date.

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(b)

The definition of “Springing Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Springing Maturity Date” means the date that is 91 days prior to February 15, 2025 (such date, the “Early Maturity Date”); provided that no Springing Maturity Date shall occur if either (x) on the Early Maturity Date, Available Liquidity is greater than or equal to $600,000,000 (as certified by a Financial Officer of the Parent in a certificate delivered to the Administrative Agent on the Early Maturity Date) or (y) the Parent has, on or prior to the Early Maturity Date, either (i) repaid, redeemed, discharged or defeased all of the 2025 Senior Notes (in accordance with the terms thereof and the 2025 Senior Notes Indenture) or (ii) refinanced the 2025 Senior Notes such that the maturity date of any Indebtedness that refinances the 2025 Senior Notes is at least 91 days after January 3, 2028.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction or waiver of each of the following conditions precedent (the date of the satisfaction or waiver of all such conditions precedent, the “Amendment Effective Date”):

(a)

The Administrative Agent (or its counsel) shall have received counterparts of this Amendment duly executed by each of the Borrowers, the Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent (which, subject to Section 9.06 of the Credit Agreement, may include any Electronic Signatures (as defined below) transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page).

(b)

The Administrative Agent shall have received such other documents, certificates and legal opinions as the Administrative Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(c)

The Administrative Agent shall have received (i) for the account of each Lender that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount separately agreed upon with the Parent in writing and (ii) all other fees and amounts due and payable on or prior to the Amendment Effective Date, including, solely to the extent required to be paid pursuant to Section 9.03 of the Amended Credit Agreement and to the extent invoiced in reasonable detail at least one (1) Business Day prior to the Amendment Effective Date, reimbursement or payment of the Administrative Agent’s and its Affiliates’ reasonable out-of-pocket fees and expenses (including the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with the preparation, execution and delivery of this Amendment and the other Loan Documents.

Representations and Warranties of the Borrowers. Each of the Borrowers hereby represents and warrants as follows:

(a)

This Amendment and the Amended Credit Agreement constitute valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

(b)

As of the date hereof and immediately after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrowers set forth in the Amended Credit Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) (or, if a representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such specific date).

Reference to and Effect on the Loan Documents.

(a)

From and after the Amendment Effective Date, each reference to the Credit Agreement in the Amended Credit Agreement or any other Loan Document shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement.

(b)

Each Loan Document shall remain in full force and effect and are hereby ratified and confirmed.

(c)

Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents.

(d)

This Amendment is a Loan Document.

Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.


PTC INC., as the Parent


By: /s/Kristian Talvitie________________
	Name: Kristian Talvitie
	Title: Chief Financial Office


PTC (IFSC) Limited, as the Irish Borrower


By: /s/Eamonn Clarke
	Name: Eamonn Clarke
	Title: Director

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

JPMORGAN CHASE BANK, N.A.,

individually as a Lender, as the Swingline Lender, as an Issuing Bank and as the Administrative Agent

By:/s/Zachary Quan

Name: Zachary Quan

Title: Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

BANK OF AMERICA, N.A.,

as a Lender

By: /s/Kurt Fuess

Name: Kurt Fuess

Title: Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

THE HUNTINGTON NATIONAL BANK,

as a Lender

By: /s/Phil Andresen

Name: Phil Andresen

Title: Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

TD BANK, N.A.,

as a Lender

By: /s/Bernadette Collins

Name: Bernadette Collins

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /s/John R. Macks

Name: John R. Macks

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

CITIZENS BANK, N.A.,

as a Lender

By: _/s/William M. Clossey

Name: William M. Clossey

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/Greg Cappel

Name: Greg Cappel

Title: Principal

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

SANTANDER BANK, N.A.,

as a Lender

By: /s/James W. Bravyak

Name: James W. Bravyak

Title: Managing Director

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

TRUIST BANK,

as a Lender

By: /s/Alfonso Brigham

Name: Alfonso Brigham

Title: Director

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By:/s/William Mason

Name: Willaim Mason

Title: Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender

By:/s/Andrew Everett

Name: Andrew Everett

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

BARCLAYS BANK PLC,

as a Lender

By: /s/Joseph Tauro

Name: Joseph Tauro

Title: Assistant Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/Brian Seipke

Name: Brian Seipke

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

FIRST-CITIZENS BANK & TRUST COMPANY,

as a Lender

By:/s/Conor Tuomey

Name: Conor Tuomey

Title: Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/Skyler Zweifel

Name: Skyler Zweifel

Title: Vice President

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

MANUFACTURERS AND TRADERS TRUST COMPANY,

as a Lender

By: /s/ Kathryn Williams

Name: Kathryn Williams

Title: Director

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.

MORGAN STANLEY BANK, N.A.,

as a Lender

By: /s/Fru Ngwa

Name: Fru Ngwa

Title: Authorized Signatory

Signature Page to Amendment No. 1 to

Fourth Amended and Restated Credit Agreement

PTC Inc.