On January 21, 2020 (the Closing Date), Citrix Systems, Inc. entered into a term loan credit agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and the other lenders party thereto from time to time (collectively, the Lenders). The Credit Agreement provides the company with facilities to borrow term loans on an unsecured basis in an aggregate principal amount of up to $1 billion, consisting of (i) a $500 million 364-day term loan facility (the 364-day Term Loan), and (ii) a $500 million 3-year term loan facility (the 3-year Term Loan). Each of the 364-day Term Loan and the 3-year Term Loan are available to be made by the Lenders from the Closing Date through March 21, 2020, in each case in a single borrowing, subject to satisfaction of certain conditions set forth in the Credit Agreement. The proceeds of borrowings under the Credit Agreement may be used for general corporate purposes, including, but not limited to, share repurchases. Borrowings under the Credit Agreement will bear interest at a rate equal to (a) either (i) a customary London interbank offered rate formula (LIBOR) or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially will be determined based on the Company’s consolidated leverage ratio but may, if so elected by the Company, be based on the company’s non-credit enhanced, senior unsecured long-term debt rating as determined by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services, LLC and Fitch Ratings Inc., in each case as set forth in the Credit Agreement. The Credit Agreement includes a covenant limiting the Company’s consolidated leverage ratio to not more than 3.5:1.0, subject to, upon the occurrence of a qualified acquisition, if so elected by the Company, a step-up to 4.0:1.0 for the four fiscal quarters following such qualified acquisition, and a covenant limiting the Company’s consolidated interest coverage ratio to not less than 3.0:1.0. The Credit Agreement includes customary events of default, with corresponding grace periods in certain circumstances, including, without limitation, payment defaults, cross-defaults, the occurrence of a change of control of the Company and bankruptcy-related defaults. The Lenders are entitled to accelerate repayment of the loans under the Credit Agreement upon the occurrence of any of the events of default. In addition, the Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company to grant liens, merge or consolidate, dispose of all or substantially all of its assets, change its business and incur subsidiary indebtedness, in each case subject to customary exceptions. In addition, the Credit Agreement requires the Company to make prepayments of any net cash proceeds received in connection with the company issuing or incurring debt or issuing equity, subject to certain ordinary course exceptions described in the Credit Agreement. The Credit Agreement also contains representations and warranties customary for an unsecured financing of this type.