Exhibit 10.42
OMNIBUS ASSUMPTION AND AMENDMENT AGREEMENT
This OMNIBUS ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") is entered
into as of May 30, 2007 among CITRIX SYSTEMS, INC., a Delaware corporation, as
Lessee (the "Lessee"), CITRIX CAPITAL CORP., a Nevada corporation, as Guarantor
(the "Original Guarantor"), PENINSULA INVESTMENT CORP., a Delaware corporation
(the "New Guarantor"), SELCO SERVICE CORPORATION, an Ohio corporation, as Lessor
(the "Lessor"), KEYBANK NATIONAL ASSOCIATION (as successor to Key Corporate
Capital Inc.) and ALLIED IRISH BANKS P.L.C., as Lenders (the "Lenders"), and
KEYBANK NATIONAL ASSOCIATION, a national banking association (as successor to
Key Corporate Capital Inc.), as administrative agent for the Participants (the
"Administrative Agent") and as collateral agent (the "Collateral Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto (other than the New Guarantor) are party to that
certain Participation Agreement dated as of April 23, 2002 (as heretofore
amended, the "Participation Agreement"); capitalized terms not otherwise defined
herein shall have the meanings assigned thereto in the Participation Agreement;
WHEREAS, the Original Guarantor wishes to assign all of its rights and
obligations as Guarantor under the Guaranty dated as of April 23, 2002 (the
"Original Guaranty") and the other Operative Documents to the New Guarantor, the
New Guarantor wishes to assume all of the obligations of the Original Guarantor
thereunder and the Original Guarantor and the New Guarantor wish to obtain the
consent of the Lenders, the Lessor, the Collateral Agent and the Administrative
Agent to such assignment and assumption;
WHEREAS, pursuant to New Guarantor's assumption of the Original Guarantor's
obligations under the Original Guaranty, Original Guarantor has agreed to sell,
and New Guarantor has agreed to buy, all assets held by KeyBank National
Association pursuant to that certain Deposit Account Control Agreement dated
April 23, 2002 from Original Guarantor to KeyBank National Association (the
"Depositary"), effective as of the date hereof, and pursuant to the purchase and
sale of such collateral, Original Guarantor and New Guarantor have directed the
Depositary to transfer all such collateral from the Original Guarantor's
existing deposit account with Depositary to a new deposit account to be held by
Depositary in the name of the New Guarantor, and the Original Guarantor and the
New Guarantor wish to obtain the consent of the Lenders, the Lessor, the
Collateral Agent and the Administrative Agent to such transfer; and
WHEREAS, in connection with such assignment and assumption and transfer, the New
Guarantor will execute and deliver the following documents, each dated as of the
date hereof and in substantially the forms entered into by the Original
Guarantor and otherwise in form and substance satisfactory to the Administrative
Agent (collectively, the "Assumption Documents"): (i) a Guaranty Agreement,
(ii) a Pledge Agreement, (iii) a Control Agreement, and (iv) a custody and
investment management agreement with KeyBank National Association.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as