Exhibit








EXECUTION COPY
AMENDMENT NO. 4
Dated as of January 13, 2017
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 4, 2015
THIS AMENDMENT NO. 4 (this “Amendment”) is made as of January 13, 2017 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 Amended and Restated Credit Agreement, dated as of November 4, 2015, 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 further amended, restated, supplemented or otherwise modified from time to time, the “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 Parent has requested that the Lenders and the Administrative Agent agree to make an amendment to the Credit Agreement; and
WHEREAS, the Borrowers, the requisite Lenders and the Administrative Agent have so agreed 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 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 to enter into this Amendment.
1.Amendment to the Credit Agreement.  Subject to the satisfaction of the conditions precedent set forth in Section 2 below, clause (a)(xi) of the definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows, with effect from (and including) December 31, 2016:
(xi)    the net increase, if any, in the amount of consolidated deferred revenue during such period, as reflected on the balance sheets of the Companies required to be delivered pursuant to Section 5.03(a) or 5.03(b) (to the extent such increase occurs during the eight (8) consecutive full fiscal quarters following the Effective Date); provided, that, (A) in the case of any Acquisition or any other acquisition of all or substantially all the Equity Interests in, or all or substantially all the assets of (or the assets constituting a business unit, division, product line or line of business of), any Person permitted hereunder consummated during such period, any such increase attributable to the Persons or assets subject thereto shall be determined only from and after the consummation thereof and (B) any such net increase in the amount of consolidated deferred revenue accounted for January 1, 2017 or January 2, 2017 shall be deemed to be exclusively accounted for the fiscal quarter of the Parent ended December 31, 2016 for purposes of this clause (xi) and
2.Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts to this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) to the extent invoiced no less than one (1) Business Day prior to the date hereof, payment and/or reimbursement of the 











reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent in connection with this Amendment and the other Loan Documents.
3.Representations and Warranties of the Borrowers.  Each of the Borrowers hereby represents and warrants as follows:
(a)This Amendment and the Credit Agreement as modified hereby constitute valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms.
(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 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) on and as of the date hereof (or, if a representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be 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).
4.Reference to and Effect on the Credit Agreement.
(a)Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b)The Credit Agreement and all other Loan Documents 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, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents.
(d)This Amendment is a Loan Document.
5.Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.
6.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Signatures delivered by facsimile or other electronic imaging shall have the same force and effect as manual signatures delivered in person.
[Signature Pages Follow]
















IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


	
		
	PTC INC.,
as the Parent

	 

	 

	By: /s/Stephen G. Bouchard____________

	 
	Name:  Stephen G. Bouchard

	 
	Title:   Treasurer

	 

	PTC (IFSC) Limited,
as the Irish Borrower

	 

	 

	By: _______________________

	 
	Name:  

	 
	Title:   








Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.









	
		
	PTC INC.,
as the Parent

	 

	 

	By: ________________________

	 
	Name:  

	 
	Title:   

	 

	PTC (IFSC) Limited,
as the Irish Borrower

	 

	 

	By: /s/Eamonn Clarke___________

	 
	Name:  Eamonn Clarke

	 
	Title:   Director

















Signature Page to Amendment No. 4 to
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 Administrative Agent



	By: _/s/Daglas P. Panchal____________________

	 
	Name:   Daglas P. Panchal__

	 
	Title:    Vice President








Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.









	
		
	KEYBANK NATIONAL ASSOCIATION

	By _/s/David A. Wild_________________

	 
	Name:   David A. Wild

	 
	Title:    Senior Vice President






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  Fifth Third Bank

	 

	By _/s/Glen Mastey____________________

	 
	Name:  Glen Mastey

	 
	Title:   Managing Director

	 

	For any Lender requiring a second signature line:

	 

	By _________________________________

	 
	Name:

	 
	Title:






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:

	 

	Citizens Bank, N.A.

	By _/s/Patricia F. Grieve_________________

	 
	Name:  Patricia F. Grieve

	 
	Title:  Vice President






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:

	 

	ROYAL BANK OF CANADA

	 

	By __/s/Theodore Brown______________

	 
	Name:  Theodore Brown

	 
	Title:   Authorized Signatory






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	SANTANDER BANK, N.A.

	 

	By _/s/Andres Barbosa__________________

	 
	Name:  Andres Barbosa

	 
	Title:   Executive Director






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	TD BANK, N.A.

	 

	By ___/s/Steve Levi__________________

	 
	Name:  Steve Levi

	 
	Title:   Senior Vice President

	 

	For any Lender requiring a second signature line:

	 

	 

	By _________________________________

	 
	Name:

	 
	Title:






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	BARCLAYS BANK PLC

	 

	By __/s/Christopher M. Aitkin____________

	 
	Name:  Christopher M. Aitkin

	 
	Title:  Assistant Vice President






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	Sun Trust Bank

	 

	By __/s/Jason Crowley______________

	 
	Name:  Jason Crowley

	 
	Title:  Vice President

	 

	For any Lender requiring a second signature line:

	 

	 

	By _________________________________

	 
	Name:

	 
	Title:






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	Wells Fargo Bank, N.A.

	 

	By __/s/David Mallett_________________

	 
	Name:  David Mallett

	 
	Title:   Managing Director

	 

	For any Lender requiring a second signature line:

	 

	 

	By _________________________________

	 
	Name:

	 
	Title:






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	SILICON VALLEY BANK

	 

	By __/s/Kristy Vlahos_________________

	 
	Name:  Kristy Vlahos

	 
	Title:  Director






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	The Huntington National Bank

	 

	By __/s/Jared Shaner_________________

	 
	Name:  Jared Shaner

	 
	Title:  Vice President






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	Bank of America, N.A.

	 

	By __/s/My-Linh Yoshiike_________________

	 
	Name:  My-Linh Yoshiike

	 
	Title:  Vice President

	 

	For any Lender requiring a second signature line:

	 

	 

	By _________________________________

	 
	Name:

	 
	Title:






Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.







	
		
	Name of Lender:  

	 

	PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, AS LENDER

	 

	By __/s/Kathryn Williams_________________

	 
	Name:  Kathryn Williams

	 
	Title:  Vice President








Signature Page to Amendment No. 4 to
Amended and Restated Credit Agreement
PTC Inc.