EXECUTION COPY
AMENDMENT
NO. 5
Dated
as of March 24, 2017
to
AMENDED
AND RESTATED CREDIT AGREEMENT
Dated
as of November 4, 2015
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.
WHEREAS, the Parent
has requested that the Lenders and the Administrative Agent agree
to make certain amendments to the Credit Agreement;
and
WHEREAS, the
Borrowers, the requisite Lenders and the Administrative Agent have
so agreed on the terms and conditions set forth
herein;
NOW,
THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers, the Lenders party hereto and the
Administrative Agent hereby agree to enter into this
Amendment.
1.
Amendments to the Credit
Agreement
. Subject to the satisfaction of the conditions
precedent set forth in
Section 2
below, the Credit
Agreement is hereby amended as follows:
(a)
Section 1.01
of the Credit
Agreement is hereby amended to add the following new term and
related definition in the appropriate alphabetical
order:
“
Amendment No. 5 Effective
Date
” means March 24, 2017.
(b)
The definition of
“
Aggregate
Commitment
” set forth in
Section 1.01
of the Credit
Agreement is hereby amended to restate the last sentence thereof to
read as follows: “As of the Amendment No. 5 Effective Date,
the Aggregate Commitment is $600,000,000”.
(c)
The definition of
“
Commitment
” set forth in
Section 1.01
of the
Credit Agreement is hereby amended to (i) replace the reference to
“Amendment No. 2 Effective Date” set forth in the
penultimate sentence thereof with “Amendment No. 5 Effective
Date” and (ii) amend and restate the last sentence thereof to
read as follows: “The aggregate amount of the Lenders’
Commitments as of
the Amendment No. 5
Effective Date is $600,000,000.”
(d)
Clause (A)
of the proviso to
clause (a)(vi)
of
the definition of “
Consolidated EBITDA
” set
forth in
Section
1.01
of the Credit Agreement is hereby amended and restated,
with effect from (and including) December 31, 2016, to read as
follows: “for purposes of determining Consolidated EBITDA for
any period that includes the fiscal quarters ended April 2, 2016,
July 2, 2016 and/or September 30, 2016, the aggregate amount added
to Consolidated EBITDA in respect of such fiscal quarters pursuant
to this
clause
(a)(vi)
shall not exceed $4,579,000, $2,815,000 and
$31,732,000, respectively,”.
(e)
The definition of
“
Consolidated
EBITDA
” set forth in
Section 1.01
of the Credit
Agreement is hereby further amended:
(i) to
delete the following parenthetical appearing therein: “(to
the extent such increase occurs during the eight (8) consecutive
full fiscal quarters following the Effective
Date)”;
(ii) to
amend and restate
clause
(B)
of the proviso in
clause (a)(xi)
thereof to read
as follows:
“(B) the
first, second and third fiscal quarters of each fiscal year of the
Parent shall be deemed to end on January 2, April 2 and July 2,
respectively, of such fiscal year for purposes of determining any
such net increase in the amount of consolidated deferred revenue
for such fiscal quarters pursuant to this
clause (xi)
”
(iii)
to amend and restate the phrase “to the extent included in
Consolidated Net Earnings for such period, non-recurring gains not
incurred in the ordinary course of business” to read as
follows: “to the extent included in Consolidated Net Earnings
for such period, (1) non-recurring gains not incurred in the
ordinary course of business and (2) the net decrease, if any, in
the amount of consolidated deferred revenue during such period, as
reflected on the balance sheets of the Companies required to be
delivered pursuant to
Section 5.03(a)
or
5.03(b)
;
provided
, that, (A) in the case
of any Acquisition or any other acquisition of all or substantially
all the Equity Interests in, or all or substantially all the assets
of (or the assets constituting a business unit, division, product
line or line of business of), any Person permitted hereunder
consummated during such period, any such decrease attributable to
the Persons or assets subject thereto shall be determined only from
and after the consummation thereof and (B) the first, second and
third fiscal quarters of each fiscal year of the Parent shall be
deemed to end on January 2, April 2 and July 2, respectively, of
such fiscal year for purposes of determining any such net decrease
in the amount of consolidated deferred revenue for such fiscal
quarters pursuant to this
clause (2)
”.
(f)
The term
“
Covenant
Modification Trigger Event
” and its related definition
set forth in
Section
1.01
of the Credit Agreement are hereby deleted in their
entirety.
(g)
The definition of
“
Foreign Currency
Sublimit
” set forth in
Section 1.01
of the Credit
Agreement is hereby amended to replace the figure
“$500,000,000” set forth therein with
“$350,000,000”.
(h)
Section 1.04
of the Credit
Agreement is hereby amended to add the following new
clause (iii)
to the penultimate
sentence thereof (and to make any related punctuation and
grammatical
changes as a result
thereof):
(iii)
without giving effect to ASU No. 2014-09, Revenue From Contracts
With Customers (Topic 606) (or any other accounting standards
codification or financing accounting standard having a similar
result or effect) in respect of revenue recognition
(i)
Clause (a)
of
Section 5.07
of the Credit
Agreement is hereby amended and restated to read as
follows:
Total Leverage Ratio
. The
Parent shall not suffer or permit the Total Leverage Ratio to
exceed 4.50 to 1.00 as of the last day of any fiscal quarter of the
Parent.
(j)
Clause (b)
of
Section 5.07
of the Credit
Agreement is hereby amended to delete the phrase “, on and
after the Covenant Modification Trigger Event,” set forth
therein.
(k)
Schedule 2.01
of the Credit
Agreement is hereby amended and restated to read as set forth on
Schedule 2.01
hereto.
(l)
the form of the
Compliance Certificate set forth on
Exhibit E
to the Credit
Agreement is hereby amended to add the following new
clause (6)
thereto:
(6) If
this Certificate is being delivered in respect of the first, second
or third fiscal quarter of the Parent, set forth on
Attachment II
hereto is the net
increase or net decrease, as applicable, of consolidated deferred
revenue attributable to each additional date deemed to be included
in such fiscal quarter pursuant to
clause (a)(xi)(B)
or
(b)(2)(B)
of the
“
Consolidated
EBITDA
” definition set forth in the Credit
Agreement.
2.
Conditions of Effectiveness
.
The effectiveness of this Amendment is subject to the conditions
precedent that the Administrative Agent shall have received (i)
counterparts to this Amendment duly executed by the Borrowers, the
Required Lenders and the Administrative Agent, (ii) from the
Parent, for the account of each Lender signatory hereto that
delivers its executed signature page to this Amendment by no later
than the date and time specified by the Administrative Agent, an
amendment fee in an amount equal to $10,000 and (iii) to the extent
invoiced no less than one (1) Business Day prior to the date
hereof, payment and/or reimbursement of the reasonable
out-of-pocket fees and expenses of counsel for the Administrative
Agent in connection with this Amendment and the other Loan
Documents.
3.
Representations and Warranties of the
Borrowers
. Each of the Borrowers hereby represents and
warrants as follows:
(a)
This Amendment and
the Credit Agreement as modified hereby constitute valid and
binding obligations of such Borrower, enforceable against such
Borrower in accordance with their respective terms.
(b)
As of the date
hereof and immediately after giving effect to the terms of this
Amendment, (i) no Default or Event of Default has occurred and is
continuing and (ii) the representations and warranties of the
Borrowers set forth in the Credit Agreement are true and correct in
all material respects (or, in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, in
all respects) on and as of the date hereof (or, if a representation
or warranty is expressly stated to have been made as of a specific
date, such representation or warranty shall be true and correct in
all material respects (or, in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, in
all respects) as of such specific date).
4.
Reference to and Effect on the Credit
Agreement
.
(a)
Upon the
effectiveness hereof, each reference to the Credit Agreement in the
Credit Agreement or any other Loan Document shall mean and be a
reference to the Credit Agreement as amended hereby.
(b)
The Credit
Agreement and all other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(c)
Except with respect
to the subject matter hereof, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Administrative Agent or the
Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other Loan Documents.
(d)
This Amendment is a
Loan Document.
5.
Governing Law
. This Amendment
shall be construed in accordance with and governed by the law of
the State of New York.
6.
Headings
. Section headings in
this Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for any
other purpose.
7.
Counterparts
. This Amendment
may be executed by one or more of the parties hereto on any number
of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
Signatures delivered by facsimile or other electronic imaging shall
have the same force and effect as manual signatures delivered in
person.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
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PTC
INC.,
as the
Parent
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By:
_/s/Stephen G. Bouchard____________
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Name:
Stephen G. Bouchard
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Title:
Treasurer
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PTC
(IFSC) LIMITED,
as the
Irish Borrower
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By:
_/s/Eamonn Clarke___________
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Name:
Eamonn Clarke
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Title:
Director
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Signature
Page to Amendment No. 5 to
Amended
and Restated Credit Agreement
PTC
Inc.
JPMORGAN CHASE
BANK, N.A.,
individually as a
Lender, as the Swingline Lender, as an Issuing Bank and as
Administrative Agent
By
:___/s/Daglas P.
Panchal
________________
Name:
Daglas P. Panchal
Title:
Executive Director
Signature
Page to Amendment No. 5 to
Amended
and Restated Credit Agreement
PTC
Inc.
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KEYBANK
NATIONAL ASSOCIATION
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By
___/s/David A. Wild__________________
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Name:
David A. Wild
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Title:
Senior Vice President
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Signature
Page to Amendment No. 5 to
Amended
and Restated Credit Agreement
PTC
Inc.
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Fifth
Third Bank
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By
__/s/Glen Mastey___________________
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Name:
Glen Mastey
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Title:
Managing Director
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For any
Lender requiring a second signature line:
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By
_________________________________
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Name:
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Title:
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Signature
Page to Amendment No. 5 to
Amended
and Restated Credit Agreement
PTC
Inc.
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Name of
Lender:
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HSBC
Bank USA, National Association
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By
__/s/Elise M. Russo_________________
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Name:
Elise M. Russo
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Title:
Senior Vice President
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For any
Lender requiring a second signature line:
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By
_________________________________
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Name:
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Title:
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Citizens
Bank N.A.
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By
_/s/Patricia F. Grieve____________________
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Name:
Patricia F. Grieve
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Title:
Vice President
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Name of
Lender:
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ROYAL
BANK OF CANADA
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By
__/s/Theodore Brown___________________
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Name:
Theodore Brown
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Title:
Authorized Signatory
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Name of
Lender:
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SANTANDER
BANK, N.A.
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By
_/s/Andres Barbosa______________
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Name:
Andres Barbosa
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Title:
Executive Director
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Name of
Lender:
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TD
BANK, N.A.
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By
__/s/Alan Garson __
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Name:
Alan Garson
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Title:
Senior Vice President
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Name of
Lender:
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BARCLAYS
BANK PLC
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By
__/s/May Huang__________________
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Name:
May Huang
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Title:
Assistant Vice President
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Name of
Lender:
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SunTrust
Bank
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By
__/s/Jason Crowley____________
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Name:
Jason Crowley
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Title:
Vice President
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Name of
Lender:
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U.S.
BANK NATIONAL ASSOCIATION
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By
__/s/Brian Seipke_________________
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Name:
BRIAN SEIPKE
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Title:
VICE PRESIDENT
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Name of
Lender: Wells Fargo Bank N.A.
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By
__/s/Kieran Mahon______________
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Name:
Kieran Mahon
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Title:
Director
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SILICON
VALLEY BANK
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By
__/s/Kristy Vlahos_____________
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Name:
Kristy Vlahos
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Title:
Director
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Name of
Lender:
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The
Huntington National Bank
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By
__/s/Jared Shaner_____________
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Name:
Jared Shaner
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Title:
Vice President
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Name of
Lender:
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PEOPLE’S
UNITED BANK, NATIONAL ASSOCIATION, AS LENDER
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By
__/s/Kathryn Williams_____________
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Name:
Kathryn Williams
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Title:
Vice President
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SCHEDULE 2.01
COMMITMENTS
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LENDER
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COMMITMENT
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JPMORGAN
CHASE BANK, N.A.
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$52,000,000
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KEYBANK
NATIONAL ASSOCIATION
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$52,000,000
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FIFTH
THIRD BANK
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$44,000,000
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HSBC
BANK USA, NATIONAL ASSOCIATION
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$44,000,000
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CITIZENS
BANK, N.A.
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$44,000,000
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ROYAL
BANK OF CANADA
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$44,000,000
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SANTANDER
BANK, N.A.
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$44,000,000
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TD
BANK, N.A.
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$44,000,000
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BARCLAYS
BANK PLC
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$36,000,000
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SUNTRUST
BANK
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$36,000,000
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U.S.
BANK NATIONAL ASSOCIATION
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$36,000,000
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WELLS
FARGO BANK, NATIONAL ASSOCIATION
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$30,000,000
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SILICON
VALLEY BANK
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$30,000,000
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THE
HUNTINGTON NATIONAL BANK
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$24,000,000
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BANK OF
AMERICA, N.A.
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$24,000,000
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PEOPLE’S
UNITED BANK
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$16,000,000
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AGGREGATE COMMITMENTS
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$600,000,000
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