0001654954-17-002769 Sample Contracts

AMENDMENT NO. 5 Dated as of March 24, 2017 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 4, 2015
Credit Agreement • March 30th, 2017 • PTC Inc. • Services-prepackaged software • New York

THIS AMENDMENT NO. 5 (this “Amendment”) is made as of March 24, 2017 by and among PTC Inc., a Massachusetts corporation (the “Parent”), PTC (IFSC) Limited, an entity organized under the laws of the Republic of Ireland (the “Irish Borrower” and, together with the Parent, the “Borrowers”), the Lenders listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent’), under that certain Amended and Restated Credit Agreement, dated as of November 4, 2015, by and among the Parent, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

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