Item 1.01 Entry into a Material Definitive Agreement



On January 25, 2022, Progress Software Corporation ("Progress") entered into a
Third Amended and Restated Credit Agreement (the "Credit Agreement") with each
of the lenders party thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as
Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as
Syndication Agents, Bank of America, N.A., Citibank, N.A., PNC Bank, National
Association, Silicon Valley Bank, and TD Bank, N.A., as Documentation Agents,
and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger,
providing for a $275.0 million secured term loan and a $300.0 million secured
revolving credit facility, which may be made available in U.S. Dollars and
certain other currencies. The revolving credit facility may be increased, and
new term loan commitments may be entered into, by up to an additional amount up
to the sum of (A) the greater of (x) $260.0 million and (y) 100% of Consolidated
EBITDA (as defined in the Credit Agreement) and (B) an unlimited additional
amount subject to pro forma compliance with a Consolidated Senior Secured Net
Leverage Ratio of no greater than 3.75 to 1.00 if the existing or additional
lenders are willing to make such increased commitments. This new credit facility
replaces Progress's existing secured credit facility dated April 30, 2019, by
and among Progress, JPMorgan Chase Bank, N.A., as Administrative Agent, and the
lenders party thereto, as described below in Item 1.02 "Termination of a
Material Definitive Agreement."

The amount of the term loan outstanding under the existing secured credit facility was incorporated into the amended and restated credit facility.



The revolving credit facility has sublimits for swing line loans up to $25.0
million and for the issuance of standby letters of credit in a face amount up to
$25.0 million. Progress expects to use the revolving credit facility for general
corporate purposes, which may include the acquisitions of other businesses, and
may also use it for working capital.

Interest rates for the term loan and revolving credit facility are determined by
reference to a Term Benchmark Rate (which refers to whether a such loan bears
interest at a rate determined by reference to Term SOFR, EURIBO, TIBO or the AUD
Rate, the "Term Benchmark Rate") or a base rate at the option of Progress and
would range from 1.00% to 2.00% above the Term Benchmark Rate for Term
Benchmark-based borrowings or would range from 0.00% to 1.00% above the defined
base rate for base rate borrowings, in each case based upon Progress's leverage
ratio. Additionally, Progress may borrow certain foreign currencies at rates set
in the same range above the respective Term Benchmark Rates for those
currencies, based on Progress's leverage ratio. Progress will incur a quarterly
commitment fee on the undrawn portion of the revolving credit facility, ranging
from 0.125% to 0.275% per annum, based upon Progress's leverage ratio. At
closing of the revolving credit facility, the applicable interest rate and
commitment fee are at the third lowest rate in each range.

The credit facility matures on the earlier of (i) January 25, 2027 and (ii) the
date that is 181 days prior to the maturity date of Progress' 2026 Convertible
Senior Notes (the "2026 Convertible Senior Notes") subject to certain conditions
as set forth in the Credit Agreement, including the repayment of the 2026
Convertible Senior Notes, the refinancing of the 2026 Convertible Senior Notes
including a maturity date that is at least 181 days after January 25, 2027 and
compliance with a liquidity test (the "Maturity Date"), when all amounts
outstanding will be due and payable in full. The revolving credit facility does
not require amortization of principal. The term loan requires repayment of
principal at the end of each fiscal quarter, beginning with the fiscal quarter
ending February 28, 2022. The first eight payments are in the principal amount
of $1,718,750 each, the following four payments are in the principal amount of
$3,437,500 each, the following eight payments are in the principal amount of
$5,156,250 each and the last payment is of the remaining principal amount. Any
amounts outstanding under the term loan thereafter would be due on the maturity
date. The term loan may be prepaid before maturity in whole or in part at
Progress's option without penalty or premium.

Revolving loans may be borrowed, repaid and reborrowed until the Maturity Date,
at which time all amounts outstanding must be repaid. Accrued interest on the
loans is payable quarterly in arrears with respect to base rate loans and at the
end of each interest rate period (or at each three month interval in the case of
loans with interest periods greater than three months) with respect to Term
Benchmark Rate loans. Progress may prepay the loans or terminate or reduce the
commitments in whole or in part at any time, without premium or penalty, subject
to certain conditions and reimbursement of certain costs in the case of Term
Benchmark Rate loans.

Progress is the sole borrower under the credit facility. Progress's obligations
under the Credit Agreement are guaranteed by each of Progress's material
domestic subsidiaries and are secured by substantially all the assets of
Progress and such material domestic subsidiaries, as well as 100% of the capital
stock of Progress's domestic subsidiaries and 65% of the capital stock of
Progress's first-tier foreign subsidiaries, in each case, subject to certain
exceptions as described in the Credit Agreement. Future material domestic
subsidiaries of Progress will be required to guaranty Progress's obligations
under the Credit Agreement, and to grant security interests in substantially all
their assets to secure such obligations. The Credit Agreement generally
prohibits, with certain exceptions, any other liens on the assets of Progress
and its subsidiaries, subject to certain exceptions as described in the Credit
Agreement.

In addition, swap obligations and banking services obligations (including treasury management services) are guaranteed and secured on the same basis as the Credit Agreement.

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The Credit Agreement contains customary affirmative and negative covenants,
including covenants that limit or restrict Progress and its subsidiaries'
ability to, among other things, grant liens, make investments, make
acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay
dividends or make distributions, repurchase stock, change the nature of its
business, enter into certain transactions with affiliates and enter into
burdensome agreements, in each case subject to customary exceptions for a credit
facility of this size and type. Progress is also required to maintain compliance
with a consolidated interest charge coverage ratio and a consolidated total net
leverage ratio.

The Credit Agreement includes customary events of default that include, among
other things, non-payment defaults, covenant defaults, inaccuracy of
representations and warranties, cross default to material indebtedness,
bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults
and a change of control default. The occurrence of an event of default could
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01, "Entry into a Material Definitive Agreement," is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On January 27, 2022, Progress issued a press release announcing the new credit facility, a copy of which is attached hereto as Exhibit 99.1.



The information set forth in or incorporated by reference into this Item 7.01,
including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.
Exhibit No.             Description
10.1                      Third Amended and Restated Credit Agreement,

dated as of January 25, 2022,


                        by and among Progress Software Corporation, each of

the lenders party thereto,

JPMorgan Chase Bank, N.A., as Administrative Agent,

Wells Fargo Bank, N.A. and

Citizens Bank, N.A., as Syndication Agents, and

Bank of America, N.A.,

Citibank, N.A., PNC Bank, National Association,

Silicon Valley Bank and TD

Bank, N.A., as Documentation Agents, and JPMorgan

Chase Bank, N.A., as Sole


                        Bookrunner and Sole Lead Arranger
99.1                      Press Release issued by Progress Software Corporation on January 27, 2022
104                     Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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