Waiver



 Exhibit 10.1 
 [EXECUTION COPY] 
 TIBCO SOFTWARE INC. 

3303 Hillview Avenue 
 Palo Alto, California 94304 
 Dated as of April 16, 2012 

Bank of America, N.A. 
 Agency Management

 101 South Tryon Street - 15th Floor 

Mail Code: NC1-002-15-36 
 Charlotte, NC 28255

 Attention: Kelly Weaver 
 Each of
the Lenders party to the 
   Credit Agreement referred to below 

LIMITED WAIVER 
 Ladies
and Gentlemen: 
 We refer to the Credit Agreement, dated as of December 19, 2011 (as amended, modified, supplemented or
extended from time to time, the “Credit Agreement”), by and among TIBCO Software Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party thereto as Designated
Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement. 
 The Company has informed the Administrative Agent and the Lenders
that the Company intends to (a) issue, on or about April 23, 2012, up to $600,000,000 in aggregate principal amount of convertible senior unsecured notes, which issuance (such issuance, the “Debt Issuance”) will be
(subject to the terms hereof) in accordance with the terms of the Credit Agreement, including, in particular, Section 7.03(k) thereof, and (b) substantially concurrently with the Debt Issuance, use the proceeds thereof in part to purchase
(such purchase, together with the Debt Issuance, the “Subject Transactions”) for cash up to $150,000,000 of Equity Interests issued by the Company. In connection with the Subject Transactions, the Company has requested that the
Required Lenders waive compliance with certain provisions of the Credit Agreement in order to facilitate the Subject Transactions by the Company. 
 By this Waiver Letter, the Required Lenders hereby waive compliance by the Company with: 
 (a) for the period from (and including) the Waiver Effective Date (as defined below) to (but excluding) May 18, 2012 (such period, the “Waiver Period”), clause (ii) of
Section 7.03(k) of the Credit Agreement, solely in respect of any failure by the Company and its Subsidiaries to be in pro forma compliance with Section 7.11(b) of the Credit Agreement immediately after giving pro forma
effect to the Subject Transactions; and 







 (b) on a permanent basis, clause (g)(ii)(B) of Section 7.06 of the Credit Agreement,
solely in respect of any failure by the Company and its Subsidiaries to have a Consolidated Leverage Ratio of less than 2.25:1.00 immediately after giving pro forma effect to the Subject Transactions. 

Without in any way limiting the foregoing waivers, the parties hereto acknowledge, understand and agree that failure by the Company and its Subsidiaries
to be in pro forma compliance with Section 7.11(b) of the Credit Agreement on and as of May 18, 2012 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and
the Lenders pursuant to Section 6.01(b) of the Credit Agreement as though the Subject Transactions (and all repayments and/or prepayments of Indebtedness that actually occurred at any time during the Waiver Period) had been consummated as of
the first day of the fiscal period covered thereby) shall constitute an immediate Event of Default. 
 The Company acknowledges
and agrees that (a) except as expressly modified by this Waiver Letter, the Credit Agreement and each other Loan Document shall remain unchanged and shall continue in full force and effect in accordance with their terms, and this Waiver Letter
shall be strictly limited to its terms with respect to the express provisions temporarily waived hereunder, and to this occasion alone and (b) no waiver or approval by any Lender hereunder shall (i) be applicable to subsequent transactions
or (ii) require any other waiver (whether similar or dissimilar to the waivers granted by this Waiver Letter). 
 The
Company further acknowledges and agrees that (a) this Agreement is not intended to, nor shall it, establish any course of dealing between the Company, the Administrative Agent and the Lenders, or any thereof, that is inconsistent with the
express terms of the Credit Agreement and the other Loan Documents; (b) notwithstanding any course of dealing between the Company, the Administrative Agent and the Lenders, or any thereof, prior to the date hereof, except as set forth herein,
the Administrative Agent and the Lenders shall not be obligated to make any Loan or issue any Letter of Credit, except in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents; and (c) except with respect
to the limited waiver granted herein, the Administrative Agent and the Lenders shall not be under any obligation to forbear from exercising any of their respective rights or remedies upon the occurrence of any Default or Event of Default.

 In order to induce the Lenders to grant the foregoing waivers, the Company hereby 

(a) confirms and restates all representations and warranties contained in the Credit Agreement and the Loan Documents as of the date
hereof; 
 (b) confirms that, as of the date hereof, no Default has occurred and is continuing; and 

(c) covenants and agrees to deliver to the Administrative Agent and the Lenders, as soon as reasonably practicable following consummation
of the Subject Transactions and all contemplated repayments and/or prepayments of Indebtedness with the proceeds of the Debt Issuance (and, in any event, no later than the last day of the Waiver Period), a duly completed pro forma Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Company, which Compliance Certificate shall demonstrate pro forma compliance with Section 7.11 of the Credit Agreement (such
compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(b) of the Credit Agreement as though the Subject Transactions (and all repayments
and/or prepayments of Indebtedness that actually occurred at any time during the Waiver Period) had been consummated as of the first day of the fiscal period covered thereby). 

  
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 Any failure by the Company to comply on the date provided herein with the delivery requirements set forth in
clause (c) above shall constitute an immediate Event of Default. 
 In order for this Waiver Letter to be effective, the
following conditions precedent must be satisfied to the Administrative Agent’s reasonable satisfaction, in its sole discretion, on or before April 30, 2012 (the date on which all of the following conditions are satisfied, the
“Waiver Effective Date”): 
 (a) receipt by the Administrative Agent of counterparts of this Waiver Letter duly
executed by the Company and the Lenders representing not fewer than the Required Lenders; and 
 (b) receipt by the
Administrative Agent, for the account of each Consenting Lender (as defined below), of a fee (the “Waiver Fee”) equal to 0.25% of such Consenting Lender’s ratable share of the sum of (a) U.S. Revolving Credit Facility and
(b) the Global Revolving Credit Facility, in each case, in effect on the Waiver Effective Date. 
 The Waiver Fee shall be fully earned and
payable on the Waiver Effective Date, but payable only to each such Lender that has delivered (including by way of facsimile or electronic mail) its executed signature page to this Waiver Letter to the attention of Timothy R. Ryan at Mayer Brown LLP
(facsimile number: 704-377-2033; email: tryan@mayerbrown.com) at or prior to 5:00 p.m. (Pacific time) on April 11, 2012 (each such Lender that has delivered its signature page in a manner and before the time herein set forth, a
“Consenting Lender”). 
 None of the terms, conditions or provisions contained in this Waiver Letter is
intended to be enforceable or interpreted, or shall be construed, against any of the parties hereto in the event that the conditions precedent set forth above are not satisfied (or waived by the Administrative Agent and the Required Lenders) on or
before April 30, 2012. 
 This Waiver Letter may be executed by the parties hereto in several counterparts, each of which
shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Waiver Letter by facsimile or electronic mail transmission shall be effective as delivery
of a manually executed counterpart of this Waiver Letter. 
 THIS WAIVER LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Except as expressly waived by this Waiver Letter, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Waiver Letter
is a Loan Document executed pursuant to the Credit Agreement and shall be construed and administered in accordance with all of the terms and provisions of the Credit Agreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE JURY TRIAL
WAIVER SET FORTH IN SECTION 10.15 OF THE CREDIT AGREEMENT IS APPLICABLE IN ALL RESPECTS TO ANY PROCEEDING RELATING IN ANY MANNER TO THIS WAIVER LETTER. 

 

  
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 If you are in agreement with the foregoing terms, kindly execute this Waiver Letter in the
space provided below and deliver to the Administrative Agent an executed counterpart of this Waiver Letter. 
  

					
	Very truly yours,
	
	TIBCO SOFTWARE INC.
		
	By:	 	/s/ Sydney Carey
		 	Name:	 	Sydney Carey
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer









 THE WAIVER SET FORTH ABOVE IS 
 HEREBY ACKNOWLEDGED, AGREED TO AND ACCEPTED 
 AS OF THE DATE FIRST ABOVE WRITTEN: 

 

					
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	/s/ Mollie S. Canup
		 	Name:	 	Mollie S. Canup
		 	Title:	 	Vice President









					
	BANK OF AMERICA, N.A.,
	as a Lender
		
	By:	 	/s/ Kevin M. Barton
		 	Name:	 	Kevin M. Barton
		 	Title:	 	Vice President









					
	CITIBANK, N.A.,
	as a Lender
		
	By:	 	/s/ Sean Klimchalk
		 	Name:	 	Sean Klimchalk
		 	Title:	 	Vice President









					
	UNION BANK, N.A.,
	as a Lender
		
	By:	 	/s/ David Hill
		 	Name:	 	David Hill
		 	Title:	 	Vice President









					
	COMERICA BANK,
	as a Lender
		
	By:	 	/s/ Steve Clear
		 	Name:	 	Steve Clear
		 	Title:	 	Vice President









					
	BANK OF THE WEST,
	as a Lender
		
	By:	 	/s/ Kathy Rosnor-Galitz
		 	Name:	 	Kathy Rosnor-Galitz
		 	Title:	 	SVP & Regional Manager









					
	CALIFORNIA BANK AND TRUST,
	as a Lender
		
	By:	 	/s/ Sanjay Sinha
		 	Name:	 	Sanjay Sinha
		 	Title:	 	Vice President









					
	CHINATRUST BANK (U.S.A.) ,
	as a Lender
		
	By:	 	/s/ Johnny Lee
		 	Name:	 	Johnny Lee
		 	Title:	 	EVP & Group Head, C&I