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Item 1.01 Entry into a Material Definitive Agreement

On December 22, 2021, Bentley Systems, Incorporated (the "Company") entered intoa fourth amendment by and among the Company, certain of its subsidiaries, PNCBank, National Association, as administrative agent, and the lenders partythereto ("Fourth Amendment") in connection with the Amended and Restated CreditAgreement, dated as of December 19, 2017, by and among the Company, PNC Bank,National Association, as administrative agent, and the lenders from time to timeparty thereto (the "Credit Facility").

The Fourth Amendment amended the Credit Facility to, among other things,(i) provide for a new $200.0 million senior secured term loan with a maturity ofNovember 15, 2025 (the "New Term Loan"), which New Term Loan amortizes 2.5% perannum for the first two years and 5.0% per annum for the third and fourth yearsand bears interest with reference to the net leverage ratio, (ii) modify theincremental credit facility provisions to permit both incremental revolvingcommitments and incremental term loan commitments in an aggregate amount up to$200.0 million, (iii) modify the net leverage ratio and the net senior securedleverage ratio covenants to increase the deduction rate of foreign unrestrictedcash from 65% to 100%, (iv) exempt immaterial subsidiaries (who account for lessthan 5% of the revenues and total assets of the Company and its consolidatedsubsidiaries) from the obligations to guarantee the Credit Facility and pledgetheir assets as security therefor, (v) modify the benchmark replacementprovisions, (vi) incorporate provisions regarding erroneous payments by theadministrative agent, and (vii) suspend the swingline loans denominated in Eurosand British Pounds Sterling until such time a new benchmark is selected as thereplacement for LIBOR.

The foregoing description of the Fourth Amendment is qualified in its entiretyby the full text of the Fourth Amendment, which is filed herewith asExhibit 10.1 and is incorporated into this Item 1.01 by reference.

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

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description10.1 Fourth Amendment, dated as of December 22, 2021, to the Amendedand Restated Credit Agreement dated as of December 19, 2017, by andamong the Company, PNC Bank National Association, as administrativeagent, and the lenders party thereto104 Cover Page Interactive Data File (formatted as inline XBRL)

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BENTLEY SYSTEMS INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...