Exhibit








Exhibit 10.1 




AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




    
AMENDMENT NO. 4, dated as of September 6, 2017 (this “Amendment”), by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation (“Open Text”), as Borrowers (collectively, the “Borrowers” and each, a “Borrower”), the Domestic Guarantors party hereto (the “Domestic Guarantors”), the Foreign Guarantors party hereto (the “Foreign Guarantors” and, together with the Domestic Guarantors, the “Guarantors”), the Swing Line Lender, the other Lenders party hereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrowers, the Domestic Guarantors, each lender from time to time party thereto (the “Lenders”) and the Administrative Agent have entered into that certain Second Amended and Restated Credit Agreement, effective as of January 15, 2015 (as amended by (i) that certain Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of June 16, 2016, (ii) that certain Incremental Assumption Agreement and Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of February 1, 2017, (iii) that certain Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of May 5, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement); 
WHEREAS, the Borrowers have requested to increase the amount of the Swing Line Commitments to an aggregate principal amount of $50,000,000;
WHEREAS, the Administrative Agent, the Lenders party hereto, constituting the Majority Lenders under the Credit Agreement, and the Swing Line Lender are willing to so amend the Credit Agreement on the terms and subject to the conditions hereof;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.Amendments to the Credit Agreement.
(a)    Section 1.01 of the Credit Agreement is amended by revising the following defined term to read in its entirety as set forth below:
“Commitment” means, at any time, in respect of: (i) the Revolving Credit Facility, U.S. $450,000,000, as such amount may be increased or reduced pursuant to the terms hereof (the “Revolving Credit Commitment”); (ii) the Documentary Credits, U.S. $35,000,000 (the “Documentary Credit Commitment”); and (iii) the Swing Line Commitments, U.S. $50,000,000, as such amount may be increased or reduced pursuant to the terms hereof; and provided, for greater certainty, that (A) the commitments in respect of Documentary Credits constitute part of the Revolving Credit Commitment, and (B) the Swing Line Commitment constitutes part of the Revolving Credit Commitment. A “Lender’s Revolving Credit Commitment”, a “Swing Line Lender’s Commitment” and a “Documentary Credit Lender’s Commitment” means, at any time, the relevant amount designated as such and set forth opposite such Lender’s name on Schedule 3 hereof or in the assignment and assumption agreement executed and delivered 











pursuant to Section 16.01(2) pursuant to which it shall become a party hereto (as reduced or increased in accordance with the terms hereof).
(b)    Schedule 3 to the Credit Agreement is hereby replaced in its entirety with Schedule 3 hereto.
SECTION 2.Conditions of Effectiveness of the Amendment.  This Amendment shall become effective on and as of the first date (the “Fourth Amendment Effective Date”) when the Administrative Agent shall have received from the Borrowers, the Guarantors, the Swing Line Lender, the Majority Lenders and the Administrative Agent an executed counterpart hereof or other written confirmation (in form reasonably satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;
SECTION 3.Reference to and Effect Upon the Credit Agreement and the Other Credit Documents.
(a)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.  On and as of the Fourth Amendment Effective Date, this Amendment shall for all purposes constitute a Credit Document.
(b)On and as of the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(c)The Credit Agreement and each of the other Credit Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The obligations of the Loan Parties and each Guarantor contained in the Guarantees shall remain in full force and effect and are hereby confirmed and continued by this Amendment and are enforceable against the Loan Parties and each of the Guarantors.  All rights, benefits, interests, duties, liabilities and obligations of the parties to the Security Documents, as amended below, are hereby confirmed and continued by this Amendment and continue to secure, apply and extend to all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Loan Parties and each Guarantor to the Collateral Agent for the benefit of the Secured Creditors, or any one or more of them, in any currency, under, in connection with or pursuant to the Guarantees and any other Credit Document to which the Loan Parties and each Guarantor is a party.  Without limitation of the foregoing, all security interests, pledges, assignments and other Encumbrances previously granted by any Guarantor, as a Grantor, pursuant to the Security Documents are confirmed and continued by this Amendment, and all such security interests, pledges, assignments and other Encumbrances shall remain in full force and effect as security for all obligations thereunder with no change in the priority applicable thereto, in each case, subject only to Encumbrances permitted under the Credit Documents, to the extent provided therein.
SECTION 4.Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province.
SECTION 5.Execution in Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Delivery of an executed counterpart hereof by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.











SECTION 6.Amendments; Headings; Severability.  This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrowers, the Guarantors, the Administrative Agent, the Swing Line Lender and the Lenders party hereto.  The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


	
		
	OPEN TEXT ULC, as Borrower and Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director








	
		
	OPEN TEXT CORPORATION, as Borrower and Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	EVP, Chief Financial Officer






	
		
	OPEN TEXT HOLDINGS, INC., as Borrower and Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title
	Director








	
		
	OPEN TEXT CANADA LTD., as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director





















	
		
	OPEN TEXT CANADA LTD., in its capacity as general partner of
VIGNETTE PARTNERSHIP, LP, as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	OPEN TEXT INC., as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	EASYLINK SERVICES INTERNATIONAL CORPORATION, as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	EASYLINK SERVICES USA, INC., as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	XPEDITE SYSTEMS, LLC, as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director























	
		
	GXS, INC., as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	GXS INTERNATIONAL, INC., as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	OPEN TEXT SA ULC, as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	OPEN TEXT GXS ULC, as Domestic Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	OPEN TEXT COÖPERATIEF U.A., as Foreign Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director

























	
		
	OPEN TEXT SOFTWARE GMBH, as Foreign Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	OPEN TEXT UK LIMITED, as Foreign Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director






	
		
	SYSGENICS LIMITED, as Foreign Guarantor

	By:
	/s/ John Doolittle

	Name:
	John Doolittle

	Title:
	Director





















	
		
	BARCLAYS BANK PLC,
as Administrative Agent, Lender and Swing Line Lender

	By:
	/s/ Marguerite Sutton

	Name:
	Marguerite Sutton

	Title:
	Vice President



















	
		
	Morgan Stanley Bank, N.A., as Lender

	By:
	/s/ Gilroy D'Souza

	Name:
	Gilroy D'Souza

	Title:
	Authorized Signatory

















	
		
	Citibank N.A., Canadian branch as Lender

	By:
	/s/ Agha Murtaza

	Name:
	Agha Murtaza

	Title:
	Authorized Signatory





















	
		
	ROYAL BANK OF CANADA, as Lender

	By:
	/s/ Michael Elsey

	Name:
	Michael Elsey

	Title:
	Authorized Signatory





















	
		
	HSBC Bank Canada, as Lender

	By:
	/s/ My Le

	Name:
	My Le

	Title:
	Director, Global Banking

	 
	 

	By:
	/s/ Shu Wai Chu

	Name:
	Shu Wai Chu

	Title:
	Vice President, Global Banking

























	
		
	The Bank of Tokyo-Mitsubishi UFJ, Canada Branch, as Lender

	By:
	/s/ Jack Shuai

	Name:
	Jack Shuai

	Title:
	Director



















	
		
	NATIONAL BANK OF CANADA, as Lender

	By:
	/s/ Michelle Fiebig

	Name:
	Michelle Fiebig

	Title:
	Director

	 
	 

	By:
	/s/ David Torrey

	Name:
	David Torrey

	Title:
	Managing Director



















	
		
	Export Development Canada, as Lender

	By:
	/s/ Sarah Lanthier

	Name:
	Sarah Lanthier

	Title:
	Financing Manager

	 
	 

	By:
	/s/ Jeff Patterson

	Name:
	Jeff Patterson

	Title:
	Manager



















	
		
	Bank of Montreal, as Lender

	By:
	/s/ Jeff Cowan

	Name:
	Jeff Cowan

	Title:
	Vice President



















	
		
	ICICI Bank Canada, as Lender

	By:
	/s/ Lester Fernandes

	Name:
	Lester Fernandes

	Title:
	Assistant Vice President

	 
	Corporate & Commercial Banking

	 
	ICICI Bank Canada

	 
	 

	By:
	/s/ Hemang Thanavala

	Name:
	Hemang Thanavala

	Title:
	Vice President & CFO

	 
	ICICI Bank Canada





















	
		
	Bank of America, N.A., Canada Branch, as Lender

	By:
	/s/ Julie Griffin

	Name:
	Julie Griffin

	Title:
	Senior Vice President



















	
		
	The Bank of Nova Scotia, as Lender

	By:
	/s/ Eddy Popp

	Name:
	Eddy Popp

	Title:
	Director

	 
	 

	By:
	/s/ Abigail Denyer

	Name:
	Abigail Denyer

	Title:
	Associate Director





















	
		
	Canadian Imperial Bank of Commerce, as Lender

	By:
	/s/ James Day

	Name:
	James Day

	Title:
	Authorized Signatory

	 
	 

	By:
	/s/ Jomo Russell

	Name:
	Jomo Russell

	Title:
	Authorized Signatory



















	
		
	SBI CANADA BANK, as Lender

	By:
	/s/ Jayant Sinha

	Name:
	Jayant Sinha

	Title:
	VP (Credit)



















	
		
	Wells Fargo Bank, N.A., Canadian Branch, as Lender

	By:
	/s/ David Wright

	Name:
	David Wright

	Title:
	Director


















SCHEDULE 3


REVOLVING CREDIT COMMITMENTS/ SWING LINE LENDER’S COMMITMENT/ DOCUMENTARY CREDIT COMMITMENTS




	
				
	Lender 
	Revolving Credit Commitment
	Documentary Credit Commitment
	Swing Line Lender’s Commitment

	Barclays Bank PLC 
	$60,000,000
	 
	$50,000,000

	Morgan Stanley Bank, N.A.
	$50,000,000
	 
	 

	Citibank, N.A., Canadian branch
	$50,000,000
	 
	 

	Royal Bank of Canada
	$50,000,000
	$35,000,000
	 

	HSBC Bank Canada
	$30,000,000
	 
	 

	The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch
	$20,000,000
	 
	 

	National Bank of Canada 
	$20,000,000
	 
	 

	Export Development Canada 
	$14,000,000
	 
	 

	Bank of Montreal 
	$50,000,000
	 
	 

	ICICI Bank Canada 
	$10,000,000
	 
	 

	Bank of America, N.A., Canada Branch 
	$20,000,000
	 
	 

	PNC Bank Canadian Branch 
	$20,000,000
	 
	 

	The Bank of Nova Scotia
	$20,000,000
	 
	 

	Canadian Imperial Bank of Commerce 
	$20,000,000
	 
	 

	JPMorgan Chase Bank N.A. 
	$8,000,000
	 
	 

	SBI Canada Bank 
	$4,000,000
	 
	 

	Wells Fargo Bank, N.A., Canadian Branch 
	$4,000,000
	 
	 

	 
	 
	 
	 

	Total Revolving Credit Commitments 
	$450,000,000