Term Loan Agreement



 Exhibit 10.4 
  

  
 CREDIT AGREEMENT 
  
 dated as of 
  
 August 9, 2005 
  
 among 
  
 CITRIX SYSTEMS INTERNATIONAL GMBH, 
 as Borrower, 
  
 The Lenders Party
Hereto 
  
 and 
  
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent, as Collateral Agent and as UK Security Trustee 
  

  
 J.P. MORGAN SECURITIES INC., 
 as Sole Bookrunner and Sole Lead Arranger 
  








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


		
	 ARTICLE I Definitions
	  	1
	 SECTION 1.01.
	  	 Defined Terms
	  	1
	 SECTION 1.02.
	  	 Classification of Loans and Borrowings
	  	14
	 SECTION 1.03.
	  	 Terms Generally
	  	14
	 SECTION 1.04.
	  	 Accounting Terms; GAAP
	  	15
		
	 ARTICLE II The Credits
	  	15
	 SECTION 2.01.
	  	 Commitments
	  	15
	 SECTION 2.02.
	  	 Loans and Borrowings
	  	15
	 SECTION 2.03.
	  	 Funding of Borrowings
	  	15
	 SECTION 2.04.
	  	 Interest Elections
	  	16
	 SECTION 2.05.
	  	 Repayment of Loans; Evidence of Debt
	  	17
	 SECTION 2.06.
	  	 Prepayment of Loans
	  	18
	 SECTION 2.07.
	  	 Fees
	  	18
	 SECTION 2.08.
	  	 Interest
	  	19
	 SECTION 2.09.
	  	 Alternate Rate of Interest
	  	19
	 SECTION 2.10.
	  	 Increased Costs
	  	20
	 SECTION 2.11.
	  	 Break Funding Payments
	  	21
	 SECTION 2.12.
	  	 Taxes
	  	21
	 SECTION 2.13.
	  	 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	  	23
	 SECTION 2.14.
	  	 Mitigation Obligations; Replacement of Lenders
	  	24
		
	 ARTICLE III Representations and Warranties
	  	25
	 SECTION 3.01.
	  	 Organization; Powers
	  	25
	 SECTION 3.02.
	  	 Authorization; Enforceability
	  	25
	 SECTION 3.03.
	  	 Governmental Approvals; No Conflicts
	  	25
	 SECTION 3.04.
	  	 Financial Condition; No Material Adverse Change
	  	25
	 SECTION 3.05.
	  	 Properties
	  	26
	 SECTION 3.06.
	  	 Litigation and Environmental Matters
	  	26
	 SECTION 3.07.
	  	 Compliance with Laws and Agreements
	  	26
	 SECTION 3.08.
	  	 Investment and Holding Company Status
	  	26
	 SECTION 3.09.
	  	 Taxes
	  	26
	 SECTION 3.10.
	  	 Foreign Pension Plans
	  	27
	 SECTION 3.11.
	  	 Disclosure
	  	27
	 SECTION 3.12.
	  	 Security Documents
	  	28
	 SECTION 3.13.
	  	 Subsidiaries
	  	28
	 SECTION 3.14.
	  	 Environmental Matters
	  	28
		
	 ARTICLE IV Conditions
	  	28
	 SECTION 4.01.
	  	 Effective Date
	  	28
		
	 ARTICLE V Affirmative Covenants
	  	30
	 SECTION 5.01.
	  	 Financial Statements and Other Information
	  	30

  

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	 SECTION 5.02.
	  	 Notices of Material Events
	  	30
	 SECTION 5.03.
	  	 Existence; Conduct of Business
	  	31
	 SECTION 5.04.
	  	 Payment of Obligations
	  	31
	 SECTION 5.05.
	  	 Maintenance of Properties; Insurance
	  	31
	 SECTION 5.06.
	  	 Books and Records; Inspection Rights
	  	31
	 SECTION 5.07.
	  	 Compliance with Laws
	  	32
	 SECTION 5.08.
	  	 Use of Proceeds
	  	32
	 SECTION 5.09.
	  	 Further Assurances; etc.
	  	32
	 SECTION 5.10.
	  	 Ownership of Subsidiaries; etc.
	  	33
	 SECTION 5.11.
	  	 Additional Guarantors and Collateral
	  	33
		
	 ARTICLE VI Negative Covenants
	  	34
	 SECTION 6.01.
	  	 Indebtedness
	  	34
	 SECTION 6.02.
	  	 Liens
	  	34
	 SECTION 6.03.
	  	 Fundamental Changes
	  	34
	 SECTION 6.04.
	  	 Investments, Loans, Advances, Guarantees and Acquisitions
	  	35
	 SECTION 6.05.
	  	 Swap Agreements
	  	35
	 SECTION 6.06.
	  	 Restricted Payments
	  	35
	 SECTION 6.07.
	  	 Transactions with Affiliates
	  	35
	 SECTION 6.08.
	  	 Restrictive Agreements
	  	35
	 SECTION 6.09.
	  	 Minimum Interest Coverage Ratio
	  	36
	 SECTION 6.10.
	  	 Maximum Leverage Ratio
	  	36
	 SECTION 6.11.
	  	 Fiscal Year
	  	36
	 SECTION 6.12.
	  	 Subordinated Indebtedness; Other Indebtedness and Payments
	  	36
		
	 ARTICLE VII Events of Default
	  	36
		
	 ARTICLE VIII The Administrative Agent
	  	39
		
	 ARTICLE IX Miscellaneous
	  	42
	 SECTION 9.01.
	  	 Notices
	  	42
	 SECTION 9.02.
	  	 Waivers; Amendments
	  	43
	 SECTION 9.03.
	  	 Expenses; Indemnity; Damage Waiver
	  	44
	 SECTION 9.04.
	  	 Successors and Assigns
	  	45
	 SECTION 9.05.
	  	 Survival
	  	48
	 SECTION 9.06.
	  	 Counterparts; Integration; Effectiveness
	  	48
	 SECTION 9.07.
	  	 Severability
	  	48
	 SECTION 9.08.
	  	 Right of Setoff
	  	48
	 SECTION 9.09.
	  	 Governing Law; Jurisdiction; Consent to Service of Process
	  	49
	 SECTION 9.10.
	  	 Waiver of Jury Trial
	  	49
	 SECTION 9.11.
	  	 Headings
	  	50
	 SECTION 9.12.
	  	 Confidentiality
	  	50
	 SECTION 9.13.
	  	 Interest Rate Limitation
	  	50
	 SECTION 9.14.
	  	 USA PATRIOT Act
	  	51
	 SECTION 9.15.
	  	 Conversion of Currencies
	  	51

  

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 SCHEDULES: 
  
 Schedule 1.01 — Pricing Schedule 
 Schedule 2.01 — Commitments 
 Schedule 3.06 — Disclosed Matters 
 Schedule 3.13 — Subsidiaries 
 Schedule 6.08 — Existing Restrictions 
  
 EXHIBITS: 
  
 Exhibit A — Form of Assignment and Assumption 
 Exhibit B —
Corporate Investment Policy 
  

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 CREDIT AGREEMENT dated as of August 9, 2005, among CITRIX SYSTEMS INTERNATIONAL GMBH, as Borrower,
the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Collateral Agent and as UK Security Trustee. 
  
 The parties hereto agree as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
  
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate. 
  
 “Acquired Entity or Business” means either (a) the assets constituting a business, division, facility, product line or line of business of any Person not already a Subsidiary or (b) 80% or more of the capital
stock of any such Person, which Person shall, as a result of such acquisition or merger, either (i) become a Wholly-Owned Subsidiary of the Borrower (or shall be merged with and into the Borrower or a Subsidiary Guarantor, with the Borrower or
such Subsidiary Guarantor being the surviving Person) or (ii) become a Controlled Subsidiary. 
  
 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
  
 “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder. 
  
 “Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent. 
  
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control, with the Person specified.

  
 “Agreement” means this Credit Agreement, as
amended, restated, modified or supplemented from time to time. 
  
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds
Effective Rate in effect on such day plus  1/2 of 1%. Any change in the Alternate Base Rate due to a change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively. 







 “Applicable Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. 

 
 “Applicable Rate” means, for any day, with respect to any
ABR Loan or Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth in Schedule 1.01 under the caption “ABR”, “Eurodollar Rate” or “Facility
Fee”, as the case may be, based upon the Leverage Ratio. 
  
 “Approved Fund” has the meaning assigned to such term in Section 9.04. 
  
 “Assessment Rate” means, for any day, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as “well capitalized” and within supervisory subgroup “B” (or a comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance
Corporation for insurance by such Corporation of time deposits made in dollars at the offices of such member in the United States of America; provided that if, as a result of any change in any law, rule or regulation, it is no longer possible
to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall be reasonably determined by the Administrative Agent to be representative of the cost of such insurance to the Lenders. 
  
 “Asset Disposition” means any sale, transfer or other
disposition of any asset of the Borrower or any Subsidiary in a single transaction or in a series of related transactions (other than (a) the sale of inventory or products (including software) in the ordinary course or the sale of obsolete or
worn out property in the ordinary course, and (b) the sale of Permitted Investments in the ordinary course of business. 
  
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 
  
 “Base CD Rate” means the sum of (a) the Three Month Secondary CD Rate multiplied by the Statutory
Reserve Rate plus (b) the Assessment Rate. 
  
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America. 
  
 “Borrower” means Citrix Systems International GMBH, a company organized under the laws of Switzerland. 
  
 “Borrowing” means Loans of the same Type made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. 
  
 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall 

  

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also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. 
  
 “Capital Lease Obligations” of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  
 “Change in Control” means the Borrower shall cease to be a Wholly-Owned Subsidiary of the Parent.

  
 “Change in Law” means (a) the adoption
of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance
by any Lender (or, for purposes of Section 2.10(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement. 
  
 “Charges” has the meaning set forth in Section 9.13. 
  
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
  
 “Collateral” means all property with respect to which any security interests have been granted (or purported to be granted) pursuant to
any Security Document, including, without limitation, all Pledge Agreement Collateral. 
  
 “Collateral Agent” means the Administrative Agent acting as collateral agent for the Secured Creditors pursuant to the Security Documents. 
  
 “Commitment” means, with respect to each Lender, the commitment of such Lender to make a single term loan
hereunder pursuant to Section 2.01, expressed as an amount representing the principal amount of such Lender’s Loan. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments is $100,000,000. 
  
 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
  
 “Controlled Subsidiary” of a Person means (a) any subsidiary at least 80% of the outstanding voting
securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any
partnership, 

  

 3 








 
limited liability company, association, joint venture or similar business organization at least 80% of the ownership interests having ordinary voting power
of which shall at the time be so owned or controlled. 
  
 “Credit Documents” means this Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each promissory note, if any, delivered pursuant to Section 2.05(e), the Subsidiary
Guaranty, the Parent Guaranty and each Security Document. 
  
 “Credit Party” means the Borrower, the Parent and each Subsidiary Guarantor. 
  
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default. 
  
 “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06. 
  
 “dollars” or “$” refers to lawful money of the United States of America. 
  
 “Domestic Credit Agreement” means that certain Credit
Agreement dated as of even date herewith among the Parent, the Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as Collateral Agent and as UK Security Trustee, as the same may be amended, restated,
modified or supplemented from time to time. 
  
 “Domestic
Default” means a “Default” under the Domestic Credit Agreement or, if the Domestic Credit Agreement has been terminated, an event or circumstances which would have resulted in a Default under the Domestic Credit Agreement as in
effect immediately prior to termination. 
  
 “Domestic
Subsidiary” means, as to any Person, each subsidiary of such Person that is incorporated under the laws of the United States, any State thereof or the District of Columbia. 
  
 “EBITDA” means, for any applicable computation period, the Borrower’s and Subsidiaries’ Net
Income on a consolidated basis from continuing operations, plus, to the extent included in the determination of Net Income, (a) income and franchise taxes paid or accrued during such period, (b) Total Interest Expense for such
period, (c) amortization and depreciation deducted in determining Net Income for such period, (d) non-cash charges, (e) write-offs for in-process research and development to the extent not included in clause (d) above, and
(f) non-cash charges required by GAAP in connection with the Borrower’s issuance of options to purchase stock. 
  
 “EBITDAR” means, for any applicable computation period, the Borrower’s and its Subsidiaries’ Net Income on a consolidated basis
from continuing operations, plus, to the extent included in the determination of Net Income, (a) income and franchise taxes paid or accrued during such period, (b) Total Interest Expense for such period, (c) amortization and
depreciation deducted in determining Net Income for such period, (d) non-cash charges, (e) write-offs for in-process research and development to the extent not included in clause (d) above, (f) non-cash 

  

 4 








 
charges required by GAAP in connection with the Borrower’s issuance of options to purchase stock and (g) Rentals for such period. 
  
 “Effective Date” means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). 
  
 “Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits,
concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases
of Hazardous Materials into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the
clean-up or other remediation thereof. 
  
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
  
 “Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest. 
  
 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  
 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate. 
  
 “Event of Default” has
the meaning assigned to such term in Article VII. 
  
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is organized or in which its principal office is located, (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.14(b)), any withholding tax that is attributable to such Foreign Lender’s failure to comply with Section 2.12(e) and (d) any
Swiss 

  

 5 








 
withholding tax with respect to any Lender which is neither a “United States person” within the meaning of Section 7701(a)(30) of the Code nor
a Qualifying Lender. 
  
 “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 
  
 “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Parent. 

 
 “First Tier Material Foreign Subsidiary” has the meaning
set forth in Section 5.11. 
  
 “Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is organized. For purposes of this definition, the United States of America, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction. 
  
 “Foreign Pension Plan” means any plan, fund (including, without limitation, any super-annuation fund) or other similar program established or maintained outside of the United States of America by a Credit Party or one or
more of its Subsidiaries or its Affiliates primarily for the benefit of employees of a Credit Party or such Subsidiaries or its Affiliates residing outside the United States of America, which plan, fund, or similar program provides or results in,
retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which is not subject to ERISA or the Code. 
  
 “Foreign Subsidiary” means, as to any Person, each subsidiary of such Person which is not a Domestic
Subsidiary. 
  
 “GAAP” means generally accepted
accounting principles in the United States of America. 
  
 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 
  
 “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the 

  

 6 








 
purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The amount of any Guarantee made by any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless (in the case of a primary obligation that is not Indebtedness) such primary
obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith. 
  
 “Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
  
 “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind (other than deposits or advances made by customers or subtenants of such Person in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,
(e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accrued salaries, vacation and other employee benefits and current accounts payable incurred in the ordinary course of business),
(f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) all Off-Balance Sheet Liabilities; provided that the term
“Indebtedness” shall not be construed to include (i) deferred taxes, (ii) contingent obligations under customary indemnification provisions contained in contracts or agreements or (iii) obligations in respect of customary
purchase price adjustment provisions contained in contracts or agreements relating to the purchase or sale of assets. The amount of any Indebtedness of a Person that constitutes Indebtedness of such Person solely by reason of clause (f) above
and has not been assumed by such Person shall be deemed to be the lesser of (i) the book value of the property owned or acquired by such Person that is or may be the subject of a Lien securing such Indebtedness, as determined by such Person in
good faith at such time and (ii) the amount of Indebtedness that is or may be secured by such property. The Indebtedness of 

  

 7 








 
any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
  
 “Indemnified Taxes” means Taxes other than Excluded Taxes.

  
 “Information Memorandum” means the
Confidential Information Memorandum dated July 5, 2005 relating to the Parent, the Borrower and the Transactions. 
  
 “Interest Coverage Ratio” means as of the end of any fiscal quarter of the Borrower, the ratio of (a) EBITDAR to (b) the sum of
Total Interest Expense plus Rentals, in each case for the period of four fiscal quarters then ended, computed on a consolidated basis for the Borrower and its Subsidiaries. 
  
 “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in
accordance with Section 2.04. 
  
 “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of an Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, the last day of each successive three month period beginning the first day of such Interest Period. 
  
 “Interest Period” means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (a) if any
Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in
the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
  
 “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 
  
 “Leverage Ratio” means at any time, the ratio of Total Debt at such time to EBITDA for the most recently completed four fiscal quarters
of the Borrower, computed on a consolidated basis for the Borrower and its Subsidiaries. 
  
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor 

  

 8 








 
or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO
Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 
  
 “Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such
securities. 
  
 “Loans” means the loans made by
the Lenders to the Borrower pursuant to this Agreement. 
  
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of any of the
Borrower, the Parent or the Subsidiary Guarantors to perform any of its obligations under the Credit Documents or (c) the enforcement rights available to the Lenders under the Credit Documents. 
  
 “Material Indebtedness” means Indebtedness (other than the
Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $10,000,000 or arising under the Domestic Credit Agreement. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 
  
 “Material Subsidiary” means a Domestic Subsidiary of the Parent or a Foreign Subsidiary held directly by the Parent or any Subsidiary
Guarantor that is a Domestic Subsidiary which (a) as of the date hereof, has assets having a book value in excess of $2,000,000 or which generated in excess of $2,000,000 of net income over the four fiscal quarter period most recently ended
prior to the date hereof, or (b) thereafter, has or acquires assets having a book value in excess of $5,000,000 or which generated in excess of $5,000,000 of net income over the four fiscal quarter period most recently ended prior to the time
of computation. 
  
 “Maturity Date” means
February 8, 2007. 
  

 9 








 “Maximum Rate” has the meaning set forth in Section 9.15. 
  
 “Moody’s” means Moody’s Investors Service, Inc.

  
 “Net Income” means, for any computation
period, net income of the Borrower on a consolidated basis with its Subsidiaries (other than, to the extent of such restriction, any Subsidiary which is restricted from declaring or paying dividends or otherwise advancing funds to its parent whether
by contract or otherwise), earned during such period (determined before the deduction of minority interests) as determined in accordance with GAAP. 
  
 “Non-Subject Subsidiary” has the meaning set forth in Section 5.11(c). 
  
 “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such
Person with respect to accounts or notes receivable sold by such Person, (b) any liability under any Sale and Leaseback Transaction other than Capital Lease Obligations, (c) any liability under any so-called “synthetic lease”
arrangement or transaction entered into by such Person, or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the
balance sheets of such Person. 
  
 “Other Taxes”
means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement. 
  
 “Parent” means Citrix
Systems, Inc., a Delaware corporation. 
  
 “Parent
Guaranty” means that certain guaranty dated as of the date hereof by the Parent in favor of the Secured Creditors, as the same may be amended, restated, modified or supplemented from time to time. 
  
 “Participant” has the meaning set forth in
Section 9.04. 
  
 “Permitted Acquisition”
means the acquisition by the Borrower or a Wholly-Owned Subsidiary thereof of an Acquired Entity or Business (including by way of merger of such Acquired Entity or Business with and into the Borrower (so long as the Borrower is the surviving
corporation) or a Wholly-Owned Subsidiary thereof (so long as the Wholly-Owned Subsidiary is the surviving corporation); provided that, in each case, (a) the consideration paid or to be paid by the Borrower or such Wholly-Owned
Subsidiary consists solely of cash, the issuance or incurrence of Indebtedness otherwise permitted by Section 6.01, the issuance of common stock of the Borrower to the extent no Default or Event of Default exists pursuant to clause (m) of
Article VII or would result therefrom and the assumption/acquisition of any Indebtedness (calculated at face value) which is permitted to remain outstanding in accordance with the requirements of Section 6.01, (b) in the case of the
acquisition of 80% or more of the capital stock of any Person (including by way of merger), such Person shall own no capital stock of any other Person (excluding de minimis amounts) unless either (i) such Person owns 100% of the capital
stock of such other Person or (ii) (x) such Person and its Wholly-Owned Subsidiaries own at least 80% of the consolidated assets of such other Person and its Subsidiaries and (y) any 

  

 10 








 
non-Wholly-Owned Subsidiary of such Person was a non-Wholly-Owned Subsidiary prior to the date of such Permitted Acquisition of such Person, (c) the
Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 6.03(b), (d) in the case of a stock acquisition, such acquisition shall have been approved by the board of
directors of the Acquired Entity or Business, and (e) all applicable requirements of Sections 6.03 of this Agreement and Section 6.04(g) of the Domestic Credit Agreement applicable to Permitted Acquisitions are satisfied. 
  
 “Permitted Investments” means permitted investments under
the “Corporate Investment Policy”, attached hereto as Exhibit B, as in effect on the date hereof and updated from time to time, subject to the approval of the Administrative Agent in its reasonable discretion, and the Swap Agreements not
covered by such Corporate Investment Policy that are existing on the date hereof and previously disclosed to the Administrative Agent and such additional Swap Agreements not covered by such Corporate Investment Policy as may be approved by the
Parent’s finance committee from time to time, subject to the approval of the Administrative Agent in its reasonable discretion. 
  
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity. 
  
 “Pledge
Agreements” means, collectively, the Pledge Agreements dated as of the date hereof made by certain of the Credit Parties in favor of the Collateral Agent and the UK Security Trustee for the benefit of the Secured Creditors, as the same may
be amended, restated, modified or supplemented from time to time, and each other document or instrument pursuant to which Equity Interests are pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant hereto. 
  
 “Pledge Agreement Collateral” means all
“Collateral” as defined in the Pledge Agreements. 
  
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall
be effective from and including the date such change is publicly announced as being effective. 
  
 “Qualifying Lender” means a financial institution which qualifies as a bank pursuant to the banking laws in force in its jurisdiction of organization or formation. 
  
 “Register” has the meaning set forth in Section 9.04.

  
 “Related Parties” means, with respect to any
specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 
  
 “Rentals” of a Person means, with respect to any period, the aggregate amount of rental expense deducted in
computing Net Income of such Person. 
  

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 “Required Lenders” means, at any time, Lenders having outstanding Loans representing at
least 51% of the sum of the total outstanding Loans at such time. 
  
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other
right to acquire any such Equity Interests in the Borrower. 
  
 “S&P” means Standard & Poor’s. 
  
 “Sale and Leaseback Transaction” means any sale or other transfer of property by any Person with the intent to lease such property as lessee. 
  
 “Secured Creditors” shall have the meaning assigned that
term in the respective Security Documents. 
  
 “Security
Documents” means and includes the Pledge Agreements and each other document or instrument pursuant to which security is granted to the Collateral Agent for the benefit of the Secured Creditors pursuant hereto. 
  
 “Statutory Reserve Rate” means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation
D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
  
 “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared
in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
  

 12 








 “Subsidiary” means any subsidiary of the Borrower. 
  
 “Subsidiary Guarantor” means each subsidiary of the Parent
which is a party to the Subsidiary Guaranty. 
  
 “Subsidiary Guaranty” means the Subsidiary Guaranty dated as of the date hereof made by the subsidiaries of the Parent party thereto in favor of the Secured Creditors, as the same may be amended, restated, modified or
supplemented from time to time. The Subsidiary Guarantors initially party to the Subsidiary Guaranty are so designated on Schedule 3.13 hereto. 
  
 “Substantial Portion” means, with respect to the property of the Borrower and its Subsidiaries, property which (a) represents more
than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the last day of the
month preceding the month in which such determination is made, or (b) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements
referred to in clause (a) above. 
  
 “Swap
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments
or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock, employee benefit or
similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement. 
  
 “Taxes” means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
  
 “Three Month Secondary CD Rate” means, for any day, the secondary market rate for three month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day,
the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three month certificates of deposit of major money center banks in
New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it. 
  
 “Total
Debt” means all Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, calculated in accordance with GAAP plus, without duplication, (a) all Off-Balance Sheet Liabilities, (b) the face amount of all
outstanding letters of credit in respect of 

  

 13 








 
which the Borrower or any Subsidiary has any actual or contingent reimbursement obligation and (c) the principal amount of all Guarantees of the
Borrower and its Subsidiaries. 
  
 “Total Interest
Expense” means, for any period, total cash interest expense deducted in the computation of Net Income for such period (including that attributable to Capital Lease Obligations and interest paid under synthetic leases) of the Borrower and
its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs of rate hedging in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). 
  
 “Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the
proceeds thereof. 
  
 “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 
  
 “UCC” means the Uniform Commercial Code as from time to time
in effect in the relevant jurisdiction. 
  
 “UK Security
Trustee” means the Administrative Agent acting as trustee pursuant to the Pledge Agreement governed by English law. 
  
 “Wholly-Owned Subsidiary” of a Person means (a) any subsidiary all of the outstanding voting securities of which shall at the time
be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any partnership, limited liability
company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled (other than in the case of Foreign Subsidiaries, director’s
qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law). 
  
 SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g.,
a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”). 
  
 SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to 

  

 14 








 
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. 
  
 SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if
the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. 
  
 ARTICLE II 
  
 The Credits 
  
 SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make a Loan to the Borrower on the Effective Date in the principal amount of such Lender’s Commitment. No amount of any Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. 

 
 SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 
  
 (b) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to
convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
  
 SECTION 2.03. Funding of Borrowings. Each Lender shall make the Loan to be made by it hereunder on the date hereof by wire transfer of immediately
available funds to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed 

  

 15 








 
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the Applicable Borrower to but excluding the date of payment to the Administrative Agent, at (a) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (b) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 
  
 SECTION 2.04. Interest Elections. (a) Unless the Borrower has provided notice and indemnity satisfactory to the Administrative Agent, the
initial Borrowing shall initially be an ABR Borrowing. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor,
all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 
  
 (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone (i) in the case of
a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before
the date of the proposed Borrowing. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower. 
  
 (c) Each telephonic and written Interest Election Request shall specify the following information: 
  
 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 
  
 (ii) the effective date of the election made pursuant to
such Interest Election Request, which shall be a Business Day; 
  

 16 








 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and 
  
 (iv) if the resulting
Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
  
 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 
  
 (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing. 
  
 (e) If the
Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto. 
  
 SECTION
2.05. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of its Loan on the Maturity Date. 

 
 (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
  
 (c) The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
  
 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to
repay the Loans in accordance with the terms of this Agreement. 
  

 17 








 (e) Any Lender may request that the Loan made by it be evidenced by a promissory note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 
  
 SECTION 2.06. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (b) of this Section. 
  
 (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders
of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that is (x) in the case of Eurodollar Borrowing, an integral multiple of $500,000 and not less than $1,000,000, and (y) in the case of an ABR
Borrowing, an integral multiple of $250,000 and not less than $250,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent
required by Section 2.08. 
  
 SECTION 2.07. Fees.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Loan of such Lender during the period from and including the date
hereof to but excluding the date on which such Loan is paid in full. Accrued facility fees shall be invoiced and payable in arrears on the last day of March, June, September and December of each year and on the Maturity Date, commencing on the first
such date to occur after the date hereof; provided that any facility fees accruing after the date the Loans become due and payable (at maturity, as a result of acceleration, or otherwise) shall be payable on demand. All facility fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
  
 (b) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent. 
  
 (c) All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any
circumstances. 
  

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 SECTION 2.08. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at
the Alternate Base Rate plus the Applicable Rate. 
  
 (b) The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 
  
 (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due and invoiced, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph
(a) of this Section. 
  
 (d) Accrued interest on each Loan
shall be invoiced and payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
  
 (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 
  
 SECTION 2.09. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing: 
  
 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or 
  
 (b) the Administrative Agent is advised by the Required
Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

  
 then the Administrative Agent shall give notice thereof to the Borrower and
the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any Interest Election Request
that requests the conversion of any Borrowing to, or 

  

 19 








 
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective; provided that if the circumstances giving rise to such notice affect
only one Type of Borrowings, then the other Type of Borrowings shall be permitted. 
  
 SECTION 2.10. Increased Costs. (a) If any Change in Law shall: 
  
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or 
  
 (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such
Lender; 
  
 and the result of any of the foregoing shall be to increase the cost
to such Lender of maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender (without duplication of any amounts paid to such Lender pursuant to Section 2.12) for such additional
costs incurred or reduction suffered. 
  
 (b) If any Lender
determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this
Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered. 
  
 (c) A certificate of a Lender setting
forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
  
 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right
to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 225 days prior to the date that such Lender notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 225-day period referred to above shall be extended to include the period of retroactive effect thereof. 
  

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 SECTION 2.11. Break Funding Payments. In the event of (a) the payment of any principal of any
Eurodollar Loan prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto,
(c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.06(b) and is revoked in accordance
therewith) or (d) the assignment of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.14, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of
(i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of
any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any loss, cost or expense incurred more than 225 days prior to the date that such Lender notifies the Borrower of the loss,
cost or expense and of such Lender’s intention to claim compensation therefor. 
  
 SECTION 2.12. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. For the purposes of the laws of Switzerland, to the extent applicable, this
Section 2.12(a) shall be read to mean that the interest rates stated in this Agreement are minimum interest rates net of any mandatory reduction on account of Swiss withholding taxes to the extent such withholding taxes constitute Indemnified
Taxes. 
  
 (b) In addition, the Borrower shall pay any Other Taxes
to the relevant Governmental Authority in accordance with applicable law. 
  

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 (c) The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days
after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section but excluding Indemnified Taxes or Other Taxes to the extent resulting from the gross negligence or willful misconduct
of the Administrative Agent or such Lender, as applicable) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent
manifest error. 
  
 (d) As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
  
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is
organized, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. The Borrower agrees to furnish to each Lender (other than any
Lender which is neither a “United States person” within the meaning of Section 7701(a)(30) of the Code nor a Qualifying Lender) such certificates or other documents as shall be necessary to claim a refund or reduction of Swiss
withholding taxes. 
  
 (f) If the Administrative Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 2.12, it
shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other Person. 
  

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 SECTION 2.13. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower
shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.10, 2.11 or 2.12, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in
immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.10, 2.11, 2.12 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder
shall be made in dollars. 
  
 (b) If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties. 
  
 (c) If any
Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount
of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
  
 (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent
for the 

  

 23 








 
account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at
the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
  
 (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.13(d) or 9.03(c), then
the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid. 
  
 SECTION 2.14. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall use reasonable efforts to file any certificate or document reasonably requested by the Borrower or to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.10 or 2.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such filing, designation or assignment. 
  
 (b) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall
not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments
required to be made pursuant to Section 2.12, the Borrower reasonably expects that such assignment will result in a reduction in such compensation or payments in the future or a reduced risk of such compensation or payments being claimed or
required in the future. A Lender shall not be required to make any such assignment and 

  

 24 








 
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation cease to apply. 
  
 ARTICLE III 
  
 Representations and Warranties 
  
 The Borrower represents and warrants to the Lenders that: 
  
 SECTION 3.01. Organization; Powers. The Borrower and each of its
Subsidiaries is duly organized, validly existing and in good standing (to the extent that such concept applies) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required. 
  
 SECTION 3.02. Authorization;
Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower
and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its 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. 
  
 SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Credit Documents and (iii) other
consents, approvals, registrations and filings the failure to obtain which could not reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument
binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries, except Liens created under the Credit Documents. 
  
 SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2004, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31,
2005, certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of
such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes. 
  

 25 








 (b) Since December 31, 2004, there has been no material adverse change in the business, assets,
operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole. 
  
 SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and
personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. 
  
 (b) Each of the Borrower and its Subsidiaries owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than the Disclosed Matters) or (ii) that, as of the Effective Date, involve this Agreement or the Transactions. 
  
 (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. 
  
 (c) Since the date of this Agreement, there has been no change in the status
of the Disclosed Matters that, individually or in the aggregate, has resulted in a Material Adverse Effect. 
  
 SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders
of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 
  
 SECTION 3.08.
Investment and Holding Company Status. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
“holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935. 
  
 SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are 

  

 26 








 
being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 3.10. Foreign Pension Plans. Each Foreign Pension Plan is in compliance and in good standing (to the extent such concept exists in the
relevant jurisdiction) in all material respects with all laws, regulations and rules applicable thereto, including all funding requirements, and the respective requirements of the governing documents for such Foreign Pension Plan. 
  
 (a) With respect to each Foreign Pension Plan maintained or contributed to by
the Borrower or any of its Subsidiaries, (i) that is required by applicable law to be funded in a trust or other funding vehicle, the aggregate of the accumulated benefit obligations under such Foreign Pension Plan does not exceed to any
material extent the current fair market value of the assets held in the trusts or similar funding vehicles for such Foreign Pension Plan and (ii) that is not required by applicable law to be funded in a trust or other funding vehicle,
reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. 
  
 (b) There are no material actions, suits or claims (other than routine claims
for benefits) pending or, to the knowledge of the Borrower or its Subsidiaries, threatened against the Borrower or any Subsidiary with respect to any Foreign Pension Plan; (iv) all material contributions required to have been made by the
Borrower or any of its Subsidiaries to any Foreign Pension Plan have been made within the time required by law or by the terms of such Foreign Pension Plan. 
  
 (c) No Foreign Pension Plan with respect to which the Borrower or any of its Subsidiaries could have any material liability has been terminated or
wound-up and no actions or proceedings have been taken or instituted to terminate or wind-up such a Foreign Pension Plan. 
  
 SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information furnished by or (to the knowledge of the Borrower) on
behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) on or prior to the Effective Date, when
taken as a whole, as of the date furnished, nor any of the reports, financial statements, certificates and other written information furnished pursuant to Article V hereof (or otherwise in connection with this Agreement) after the Effective Date,
when taken as a whole, as of the date furnished, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that the projected
financial information is subject to significant uncertainties and contingencies, many of which are beyond the 

  

 27 








 
Borrower’s control, that the Borrower gives no assurance such projections will be realized and that actual results may differ from those in the
projected financial information and such differences may be material). 
  
 SECTION 3.12. Security Documents. The security interests created in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under each Pledge Agreement constitute perfected security interests in the
Pledge Agreement Collateral described in such Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests
created in the Pledge Agreement Collateral under any Pledge Agreement other than with respect to that portion of the Pledge Agreement Collateral constituting a “general intangible” under the UCC. 
  
 SECTION 3.13. Subsidiaries. As of the Effective Date, the Parent has
no subsidiaries other than those subsidiaries listed on Schedule 3.13. Schedule 3.13 correctly sets forth, as of the Effective Date, (i) the percentage ownership (direct or indirect) of the Parent in each class of capital stock or other equity
of its subsidiaries and also identifies the direct owner thereof, and (ii) the jurisdiction of organization of each such subsidiary. Schedule 3.13 correctly identifies those subsidiaries of the Parent which constitute Material Subsidiaries as
of the Effective Date. 
  
 SECTION 3.14. Environmental
Matters. In the ordinary course of its business, the officers of the Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and
liabilities accruing to the Borrower due to Environmental Laws. On the basis of this consideration, the Borrower has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any
Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect. 
  
 ARTICLE IV 
  
 Conditions 
  
 SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.02): 
  
 (a) The Administrative Agent (or its counsel) shall have received from each party to each Credit Document either (i) a counterpart of such Credit Document signed on behalf of such party or (ii) written
evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of such Credit Document) that such party has signed a counterpart of such Credit Document. 
  

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 (b) The Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Sidley Austin Brown & Wood LLP, counsel for the Borrower, (ii) Swiss counsel for the Borrower and (iii) local counsel to the Borrower in such
jurisdictions as the Administrative Agent shall request, in each case in form and substance satisfactory to the Administrative Agent and its counsel. The Borrower hereby requests such counsel to deliver such opinion. 
  
 (c) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the
Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. 
  
 (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or
a Financial Officer of the Parent, confirming that (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct on and as of the Effective Date; and (ii) at the time and immediately after giving
effect to the making of the Loans, no Default shall have occurred be continuing. 
  
 (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
  
 (f) The Administrative Agent shall have received (or made arrangements satisfactory to it for the reception of) all stock (or unit)
certificates evidencing all Equity Interests to be pledged pursuant to the Pledge Agreements, accompanied by stock (or unit) powers executed in blank. 
  
 (g) The Administrative Agent shall have received a copy of the Domestic Credit Agreement. 
  
 (h) The Administrative Agent shall have received copies of
all Governmental Authority and third party approvals necessary or, in the reasonable judgment of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably requested by the Administrative Agent.

  
 (i) The Administrative Agent shall have
received projections for the Borrower for the fiscal years through December 31, 2009, including a consolidated balance sheet, income statement and cash flow statement. 
  
 The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York


  

 29 








 
City time, on August 31, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

  
 ARTICLE V 
  
 Affirmative Covenants 
  
 Until the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that: 
  
 SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: 
  
 (a) within 90 days after the end of each fiscal year of the
Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year;

  
 (b) within 45 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statement of operations as of the end of and for such fiscal quarter and its statement of cash flows for the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes; 
  
 (c)
concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.09 and 6.10 and (iii) stating whether any change in GAAP or
in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such
certificate; and 
  
 (d) promptly following any
request therefor, such other information regarding the operations, business affairs and financial condition of the Parent or any of its subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may
reasonably request. 
  
 SECTION 5.02. Notices of Material
Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: 
  
 (a) the occurrence of any Default; 
  

 30 








 (b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; and 
  
 (c) any other development that results in, or could reasonably be expected to result in, a Material Adverse
Effect. 
  
 Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 
  
 SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its
business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03. 
  
 SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect. 
  
 SECTION 5.05.
Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear
excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts, subject to such deductibles and self-insurance retentions and against such risks as are customarily maintained by companies engaged
in the same or similar businesses operating in the same or similar locations. 
  
 SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material
respects are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times
during regular business hours and as often as reasonably requested; provided that representatives of the Borrower will have the opportunity to be present at any meeting with its independent accountants. 
  

 31 








 SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. 
  
 SECTION 5.08. Use of Proceeds. The proceeds of
the Loans will be used for funding a dividend to be paid by the Borrower to a Subsidiary of the Parent for use in part in accordance with the American Jobs Creation Act of 2004. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. 
  
 SECTION 5.09. Further Assurances; etc. (a) The Borrower will, and will cause Parent and each of its subsidiaries to, at the expense of the
Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates,
reports, and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require and as are generally consistent with the terms of this
Agreement and the Security Documents. Furthermore, the Borrower will, and will cause the other Credit Parties to, deliver to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the
Administrative Agent to assure compliance with this Section 5.09. 
  
 (b) The Borrower agrees that each action required by clause (a) of this Section 5.09 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Collateral Agent
may agree) after such action is requested to be taken by the Collateral Agent, Administrative Agent or the Required Lenders. 
  
 (c) If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or
promulgated thereunder, the Borrower does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent (which evidence may be in
the form of an opinion of counsel), with respect to any Foreign Subsidiary of the Parent which has not already had all of its stock pledged pursuant to the Pledge Agreements that (i) a pledge of 66-2/3% or more of the total combined voting
power of all classes of capital stock of such Foreign Subsidiary entitled to vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be
expected to cause (I) any undistributed earnings of such Foreign Subsidiary or its parent as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s direct or indirect United States parent
for Federal income tax purposes or (II) other Federal income tax consequences to the Credit Parties having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described
in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to the Pledge Agreements shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the Pledge Agreements (or another pledge agreement in substantially 

  

 32 








 
similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above such Foreign Subsidiary shall promptly
execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the obligations of the Borrower under the Credit Documents and under any Swap Agreement entered into with a Secured Creditor, in
each case to the extent that the entering into of a Pledge Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 5.09(c) to be in form and
substance reasonably satisfactory to the Administrative Agent. 
  
 SECTION 5.10. Ownership of Subsidiaries; etc. Except as otherwise permitted pursuant to a Permitted Acquisition consummated in accordance with the terms of this Agreement, the Borrower will directly or indirectly own 100% of the
capital stock or other equity interests of each of its Subsidiaries (other than, in the case of Foreign Subsidiaries, director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and
its Subsidiaries under applicable law). 
  
 SECTION 5.11.
Additional Guarantors and Collateral. 
  
 (a) Effective
upon any Domestic Subsidiary of the Parent which is not, as of the date hereof, a Material Subsidiary becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary to, within ten (10) Business Days execute and deliver to the
Administrative Agent for the benefit of the Secured Creditors a joinder to the Subsidiary Guaranty. The Borrower shall (or shall cause the Parent to) promptly notify the Administrative Agent at any time at which any such Domestic Subsidiary becomes
a Material Subsidiary. 
  
 (b) Effective upon any Foreign
Subsidiary of the Parent which is not, as of the date hereof, a Material Subsidiary held directly by the Parent or any Subsidiary Guarantor that is a Domestic Subsidiary (“First Tier Material Foreign Subsidiary”) becoming a First Tier
Material Foreign Subsidiary, the Borrower shall cause the Parent to pledge to the Collateral Agent for the benefit of the Secured Creditors a first priority security interest in the Equity Interests of such Foreign Subsidiary owned by such Person
(up to 65% of the total Equity Interests of such Person in the aggregate) pursuant to a pledge agreement substantially similar to the Pledge Agreements, and other documentation reasonably acceptable to the Administrative Agent. The Borrower shall
(or shall cause the Parent to) promptly notify the Administrative Agent at any time any such Foreign Subsidiary becomes a First Tier Material Foreign Subsidiary. 
  
 (c) If at any time the aggregate assets of all subsidiaries of the Parent that are not Subsidiary Guarantors and of which
none of the capital stock has been pledged pursuant to the Security Documents (any such subsidiary, a “Non-Subject Subsidiary”) exceed five percent (5%) of the consolidated total assets of the Parent and its subsidiaries, then
the Borrower shall cause one or more of such Non-Subject Subsidiaries to promptly execute a Subsidiary Guaranty and/or pledge 65% of the Equity Interests of one or more such Non-Subject Subsidiaries so that either (i) the aggregate assets of
all Non-Subject Subsidiaries do not exceed five percent (5%) of the consolidated total assets of the Parent and its subsidiaries or (ii) all Domestic Subsidiaries of Parent have executed a Subsidiary Guaranty and 65% of the capital stock
of all Foreign Subsidiaries held directly by the Borrower or any Domestic Subsidiary of the Parent has been pledged. 
  

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 ARTICLE VI 
  
 Negative Covenants 
  
 Until the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders
that: 
  
 SECTION 6.01. Indebtedness. The Borrower will
not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: 
  
 (a) Indebtedness created hereunder; and 
  
 (b) other Indebtedness, the creation, incurrence, assumption or existence of which does not result in a Domestic Default. 
  
 SECTION 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except
Liens the creation, incurrence, assumption or existence of which does not result in a Domestic Default. 
  
 SECTION 6.03. Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person
may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge into any Subsidiary or any Subsidiary may merge into any Person, in either case, in a transaction in which the surviving
entity is a Subsidiary (and, if any such Subsidiary is a Subsidiary Guarantor, then the surviving entity shall also be a Subsidiary Guarantor), and (iii) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that
such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such
merger shall not be permitted unless also permitted by Section 6.04. 
  
 (b) The Borrower will not, nor will it permit any Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions expressly permitted by Sections 6.02, 6.04, 6.06 and 6.07 of the Domestic Credit
Agreement and (ii) other Asset Dispositions of property that, together with all other property of the Borrower and its Subsidiaries previously leased, sold or disposed of in Asset Dispositions made pursuant to Section 6.03(b)(ii) during
the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of the Borrower and its Subsidiaries. 
  
 (c) The Borrower will not, and will not permit any of its Subsidiaries to,
engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably similar, complementary, ancillary or related thereto.

  

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 SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not,
and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person,
or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except for Permitted Investments and any of the foregoing which do not result in a Domestic Default.

  
 SECTION 6.05. Swap Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Subsidiaries), (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary, and (c) Swap Agreements which constitute Permitted Investments. 
  
 SECTION 6.06. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) so long as the Borrower is a Wholly-Owned Subsidiary of the Parent, the Borrower may declare and pay dividends to the Parent or any Wholly-Owned
Subsidiary of the Parent with respect to its Equity Interests, and (b) Subsidiaries may declare and pay dividends or returns of capital ratably with respect to their Equity Interests. 
  
 SECTION 6.07. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates,
except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions
between or among the Parent and its wholly owned Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.06 and (d) payment of customary fees to members of the board of directors of the
Borrower and any of its Subsidiaries. 
  
 SECTION 6.08.
Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition
upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares
of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or 

  

 35 








 
renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted
hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in licenses, government permits, leases and other contracts restricting the assignment thereof. 
  
 SECTION 6.09. Minimum Interest Coverage Ratio. The Borrower will not
permit the Interest Coverage Ratio for any fiscal quarter of the Borrower to be less than or equal to 2.50:1.00. 
  
 SECTION 6.10. Maximum Leverage Ratio. The Borrower will cause the Leverage Ratio to be less than 2.75 to 1.00 at all times. 
  
 SECTION 6.11. Fiscal Year. The Borrower shall not, nor shall it permit
any Subsidiary to, change its fiscal year to end on any date other than December 31 of each year; provided that the Borrower may change its Fiscal Year on or before December 31, 2005. 
  
 SECTION 6.12. Subordinated Indebtedness; Other Indebtedness and
Payments. The Borrower will not, and will not permit any Subsidiary to, make any amendment or modification to the indenture, note or other agreement evidencing or governing any subordinated Indebtedness or directly or indirectly voluntarily
prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any subordinated Indebtedness. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly voluntarily prepay, defease or in substance
defease, purchase, redeem, retire or otherwise acquire, any single Indebtedness that constitutes a Material Indebtedness or collective Indebtedness that constitutes Material Indebtedness or any subordinated Indebtedness prior to the date when due
(other than its obligations hereunder) while a Default has occurred and is continuing or in violation of any relevant term of subordination. 
  
 ARTICLE VII 
  
 Events of Default 
  
 If any of the following events (“Events of Default”) shall occur: 
  
 (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise; 
  
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under 

  

 36 








 
this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

  
 (c) any representation or warranty made or
deemed made by or on behalf of the Borrower, the Parent or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement, Credit Document or
other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; 
  
 (d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08 or in Article VI; 
  
 (e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any
Lender); 
  
 (f) the Borrower or any Subsidiary
shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; 
  
 (g) an “Event of Default” under the Domestic Credit Agreement occurs or any event or condition
occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; 
  
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 
  
 (i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under 

  

 37 








 
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; 
  
 (j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become
due; 
  
 (k) one or more judgments for the
payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; 
  
 (l) a Change in Control shall occur; or 
  
 (m) except as otherwise provided in Section 6.03(a),
the Parent Guaranty, the Subsidiary Guaranty or any provisions thereof shall cease to be in full force or effect as to the Parent or any Subsidiary Guarantor, or the Parent, any Subsidiary Guarantor or any Person acting for or on behalf of the
Parent or any Subsidiary Guarantor shall deny or disaffirm the Parent’s or such Subsidiary Guarantor’s obligations under the Parent Guaranty or the Subsidiary Guaranty, as applicable; 
  
 then, and in every such event (other than an event with respect to the Borrower described in
clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

  

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 ARTICLE VIII 
  
 The Administrative Agent 
  
 SECTION 8.01. The Administrative Agent. 
  
 (a) Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 
  
 (b) The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
  
 (c) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and (iii) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with
the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with this Agreement, (w) the contents of any certificate, report or other document delivered hereunder or in
connection herewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (y) the validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (z) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  
 (d) The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement, 

  

 39 








 
instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
  
 (e) The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
  
 (f) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at
any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 
  
 (g) Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. 
  

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 SECTION 8.02. Administrative Agent as UK Security Trustee. 
  
 (a) In this Agreement, any rights and remedies exercisable by, any documents
to be delivered to, or any other indemnities or obligations in favor of the Administrative Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of, the Administrative Agent (or any other
Person acting in such capacity) in its capacity as the UK Security Trustee to the extent that the rights, deliveries, indemnities or other obligations relate to the Pledge Agreement governed by English law or the security thereby created. Any
obligations of the Administrative Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of the Administrative Agent in its capacity as UK Security Trustee to the extent that the obligations relate to the Pledge
Agreement governed by English law or the security thereby created. Additionally, in its capacity as UK Security Trustee, the Administrative Agent (or any Person acting in such capacity) shall have all the rights, remedies, and benefits in favor of
the Administrative Agent contained in the provisions of the whole of this Article VIII and, subject always to the provisions of the Pledge Agreement governed by English law, (i) all the powers of an absolute owner of the security constituted by
the Pledge Agreement governed by English law and (ii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Pledge Agreement governed by English law and/or any of the Credit
Documents. 
  
 (b) Each Lender and the Administrative Agent hereby
appoint the UK Security Trustee to act as its trustee under and in relation to the Pledge Agreement governed by English law and to hold the assets subject to the security thereby created as trustee for the Administrative Agent and Lenders on the
trusts and other terms contained in the Pledge Agreement governed by English law and the Administrative Agent and each Lender hereby irrevocably authorize the UK Security Trustee to exercise such rights, remedies, powers and discretions as are
specifically delegated to the UK Security Trustee by the terms of the Pledge Agreement governed by English law together with all such rights, remedies, powers and discretions as are reasonably incidental thereto. 
  
 (c) Any reference in this Agreement to Liens stated to be in favor of the
Administrative Agent shall be construed so as to include a reference to Liens granted in favor of the UK Security Trustee. 
  
 (d) The Lenders agree that at any time that the UK Security Trustee shall be a Person other than the Administrative Agent, such other Person shall have
the rights, remedies, benefits and powers granted to the Administrative Agent in its capacity as the UK Security Trustee in this Agreement. 
  
 (e) Nothing in this Section 8.02 shall require the UK Security Trustee to act as a trustee at common law or to be holding any property on trust, in
any jurisdiction outside the United States or the United Kingdom which may not operate under principles of trust or where such trust would not be recognized or its effects would not be enforceable. 
  

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 ARTICLE IX 
  
 Miscellaneous 
  
 SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 

 
 (i) if to the Borrower, to it at: 
  
 c/o Citrix Systems, Inc. 
 851 West Cypress Creek Road 
 Fort Lauderdale, Florida 33309 
 Attention: Karen Leopardi 
 Telecopy No.: (954) 267-2501 
 E-mail: karen.leopardi@citrix.com 
  
 With a copy to: 
  
 Attention: General Counsel 
 Telecopy No.: (954) 267-3101; 
  
 (ii) if to the Administrative Agent: 
  
 JPMorgan Chase Bank, N.A. 
 Loan and Operations 
 131 S. Dearborn Street 
 Chicago, Illinois 60670 
 Attention: Teresita Siao 
 Telecopy No.: (312) 385-7097 
 E-mail: teresita.r.siao@jpmorgan.com; and 
  
 (iii) if to any Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire. 
  
 (b)
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant
to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
  

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 (c) Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
  
 SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. 
  
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) reduce the principal amount of any Loan or reduce the rate
of interest thereon (other than with respect to the waiver or discontinuance of default interest owed pursuant to Section 2.08(c) shall require the consent of the Required Lenders only), or reduce any fees or other amounts payable hereunder,
without the written consent of each Lender affected thereby, (ii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, without the written consent of each Lender affected thereby, (iii) change Section 2.13(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender,
(iv) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of each Lender, or (v) release all or substantially all of the Collateral or, except in connection with a transaction permitted by Section 6.03, release any
Subsidiary Guarantor (which at the time of such release is a Material Subsidiary) from its obligations under the Subsidiary Guaranty, without the written consent of each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. 
  
 (c) If, in connection with any proposed waiver, amendment or modification of any of the provisions of this Agreement as contemplated by clauses
(i) through (v) of Section 9.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the 

  

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restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be
withheld and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). 
  
 SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay all reasonable out of pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 
  
 (b) The Borrower shall indemnify the Administrative Agent and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of
its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or arise out of a proceeding brought by or on behalf of the Borrower against such indemnified person for breach in bad faith of such
indemnified person’s obligations hereunder that results in a final, non-appealable judgment of a court of competent jurisdiction against such indemnified person. 
  
 (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage 

  

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(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. 
  
 (d) To the extent permitted by applicable law, the Borrower shall not assert,
and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. 
  
 (e) All amounts due under this Section shall be payable within ten (10) Business Days after written demand therefor and, in the case of any expenses
referred to in paragraph (a), upon presentation of invoices or other reasonably detailed statements specifying such expenses. 
  
 SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld) of: 
  
 (A) the Borrower,
provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender (which Affiliate is either a “United States person” within the meaning of Section 7701(a)(30) of the Code or is
a Qualifying Lender), an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and 
  
 (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any
Commitment to an assignee that is a Lender immediately prior to giving effect to such assignment. 
  
 (ii) Assignments shall be subject to the following additional conditions: 
  
 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Loans, 

  

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the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of
Default has occurred and is continuing; 
  
 (B)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 
  

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; and 
  
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
  
 For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning: 
  
 “Approved Fund” means any Person (other than a natural
person) that is a “United States person” within the meaning of Section 7701(a)(30) of the Code and that engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its
business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
  
 (iii) Subject to acceptance and recording thereof pursuant
to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case
of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 2.12 and
9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section. 
  
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be 

  

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conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable
prior notice. 
  
 (v) Upon its receipt of a duly
completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.13(d) or 9.03(c), the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph. 
  
 (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.10 2.11 and 2.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 9.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13(c) as though it were a Lender. 
  

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.10 or 2.12 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Borrower is notified of the participation sold to such Participant 

  

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and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.12(e) as though it were a Lender. 
  
 (d) Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

  
 SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.10, 2.11, 2.12 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, or the termination of this Agreement or any provision hereof. 
  
 SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement 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. This Agreement and the Fee Letter, dated June 24, 2005 between the Borrower and the Administrative Agent constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

  
 SECTION 9.07. Severability. Any provision of this
Agreement 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. 
  
 SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of
its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits 

  

 48 








 
(general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of the Borrower against any of and all the obligations of such Person now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 
  
 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 
  
 (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any
jurisdiction. 
  
 (c) The Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

  
 (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
  
 SECTION 9.10. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE 

  

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BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  
 SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
  
 SECTION 9.12. Confidentiality. Each of the Administrative Agent and
each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal
counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that in the case of information received from the Borrower after
the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
  
 SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and
the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the
date of repayment, shall have been received by such Lender. 
  

 50 








 SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies such
Person, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act. 
  
 SECTION 9.15. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking
procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. 
  
 (b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of the obligations owing
hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be
discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant
jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower contained in this Section 9.15 shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder. 
  

 51 








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

			
	 CITRIX SYSTEMS INTERNATIONAL GMBH,
 as
Borrower

		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, as Collateral Agent and as UK Security Trustee
		
	By	 	 
	 Name:
	 	Scott Winship
	 Title:
	 	Vice President


  

 52 









			
	BANK OF AMERICA, N.A.
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	WACHOVIA BANK
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	LASALLE BANK, NATIONAL ASSOCIATION
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	SUNTRUST BANK
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	BNP PARIBAS
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 53 









			
	COMERICA BANK
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	MIZUHO BANK
		
	By	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 54 








 EXHIBIT A 
  
 ASSIGNMENT AND ASSUMPTION 
  
 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
  
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes
from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and
any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  

			
	1.      Assignor:	  	 
		
	2.      Assignee:	  	________________________________________
	 	  	[and is an Affiliate/Approved Fund of [identify Lender]2]

  

	3.	Borrower: Citrix Systems International GMBH 

  

	4.	Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement 

  

	5.	Credit Agreement: The $100,000,000 Credit Agreement dated as of August __, 2005 among Citrix Systems International GMBH, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the other agents parties thereto. 



	2	Select as applicable. 











	6.	Assigned Interest: 

  

							
	Aggregate Amount of
Loans for all Lenders

	 	Amount of Loans
Assigned

	 	Percentage
Assigned of Loans3


	$	 	 	$	 	 	%
	$	 	 	$	 	 	%
	$	 	 	$	 	 	%

  
 Effective Date:
                             , 20     [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
  
 The terms set forth in this Assignment and Assumption are hereby agreed to: 
  

			
	 ASSIGNOR

	
	[NAME OF ASSIGNOR]
		
	By:	 	 
	 Title:
	 	 
	
	 ASSIGNEE

	
	[NAME OF ASSIGNEE]
		
	By:	 	 
	 Title:
	 	 


  

			
	[Consented to and]4 Accepted:
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By	 	 
	 Title:
	 	 

  
 [Consented to:]5 
  

			
	[NAME OF RELEVANT PARTY]
		
	By	 	 
	 Title:
	 	 



	3	Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. 

  

	4	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 

  

	5	To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. 

  

 2 








 ANNEX 1 
  
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT
AND ASSUMPTION 
  
 1. Representations and Warranties.

  
 1.1 Assignor. The Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Credit Document. 
  
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any
other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

  
 2. Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date. 









 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with,
the law of the State of New York. 
  

 2 








 EXHIBIT B 
  
 CORPORATE INVESTMENT POLICY 
  
 The Corporate Investment Policy, as in effect on the date hereof, is as separately provided to the Administrative Agent by counsel to the Borrower on
August 9, 2005. 









 SCHEDULE 1.01 
  
 PRICING SCHEDULE 
  

																
	 Applicable Rate

	  	Level I
Status

	 	 	Level II
Status

	 	 	Level III
Status

	 	 	Level IV
Status

	 	 	Level V
Status

	 
	Eurodollar Rate	  	0.50	%	 	0.60	%	 	0.70	%	 	0.80	%	 	1.25	%
	ABR	  	0	%	 	0	%	 	0	%	 	0	%	 	0.25	%
						
	 Applicable Rate

	  	Level I
Status

	 	 	Level II
Status

	 	 	Level III
Status

	 	 	Level IV
Status

	 	 	Level V
Status

	 
	Facility Fee	  	0.125	%	 	0.15	%	 	0.175	%	 	0.20	%	 	0.25	%

  
 For the purposes of
this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: 
  
 “Financials” means the annual or quarterly financial statements of the Borrower delivered pursuant to the Credit Documentation. 
  
 “Level I Status” exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the Consolidated Leverage Ratio is less than or equal to 1.00 to 1.00. 
  
 “Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials,
(i) the Borrower has not qualified for Level I status and (ii) the Consolidated Leverage Ratio is less than or equal to 1.50 to 1.00. 
  
 “Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials,
(i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Consolidated Leverage Ratio is less than or equal to 2.00 to 1.00. 
  
 “Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in
the most recent Financials, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Consolidated Leverage Ratio is less than or equal to 2.50 to 1.00. 
  
 “Level V Status” exists at any date if the Borrower has not
qualified for Level I Status, Level II Status, Level III or Level IV Status. 
  
 “Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. 
  
 The Applicable Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as reflected in the then most recent
Financials. Adjustments, if any, to the Applicable Rate shall be effective five business days after the Administrative Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Administrative Agent at the
time required pursuant to the Credit Documentation, then the Applicable Rate shall be the highest Applicable Rate set forth in the foregoing table until five days after such Financials are so delivered. Until further adjusted as described above, the
initial pricing level status shall be predicated on the amount of the initial borrowings. 









 SCHEDULE 2.01 
  
 COMMITMENTS 
  

				
	 Lender

	  	 Commitment
 Amount


	 JPMorgan Chase Bank, N.A.
	  	$	18,750,000
	 Bank of America, N.A.
	  	$	13,750,000
	 Wachovia Bank
	  	$	13,750,000
	 LaSalle Bank, National Association
	  	$	13,750,000
	 SunTrust Bank
	  	$	13,750,000
	 BNP Paribas
	  	$	8,750,000
	 Comerica Bank
	  	$	8,750,000
	 Mizuho Bank
	  	$	8,750,000
		
	 Total
	  	$	100,000,000