AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 30, 2018 (this Agreement), is entered into among FORTIVE CORPORATION, a Delaware corporation (the Company), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a Designated Borrower and, together with the Company, the Borrowers and, each a Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
W I T N E S S E T H :
WHEREAS, the Company, the Designated Borrowers, the lenders party thereto (the Existing Lenders), certain other parties thereto and Bank of America, N.A., as Administrative Agent, are parties to that certain Credit Agreement, dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement), pursuant to which such Existing Lenders originally agreed to provide the
BorrowerBorrowers with a term loan facility and a revolving credit facility, including a subfacility for swing line loans; and
WHEREAS, the Company has requested that the Existing Credit Agreement be amended and restated in order to, among other things, extend the maturity date of the revolving credit facility, modify the revolving commitments of the Existing Lenders, and make certain other amendments to the Existing Credit Agreement (the Restatement); and
WHEREAS, the Company, the Lenders, and the Administrative Agent have agreed to and desire to amend and restate the Existing Credit Agreement on the terms and conditions set forth in this Agreement to accomplish such amendments, including but not limited to making available to the Company and the Designated Borrowers a senior revolving credit facility in an original amount of up to $2,000,000,000, which includes a multicurrency subfacility, a bid loan subfacility and a subfacility for swing line loans to the Company and Designated Borrowers;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
2017 Credit Agreement means the Term Loan Agreement dated as of August 24, 2017 between the Company and Sumitomo Mitsui Banking Corporation, as amended, restated, supplemented or otherwise modified from time to time, and any refinancing, refunding, replacement, renewal or extension thereof.
2018 2019 Term Loan Credit Agreements means (a) the Term Loan Credit Agreement means the Credit Agreement dated as of August 22, 2018 betweenMarch 1, 2019 among the Company and, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto, and (b) the Term Loan Credit Agreement dated as of October 25, 2019 among the Company, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto, in each case as amended, restated, supplemented or otherwise modified from time to time, and any refinancing, refunding, replacement, renewal or extension thereof.