TERM LOAN CREDIT AGREEMENT
This TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2019 (this Agreement), is entered into among FORTIVE CORPORATION, a Delaware corporation (the Company), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the Company has requested that the Lenders provide a delayed draw term loan facility in an original amount of up to $1,000,000,000, and the Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein;
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 Credit Agreement means the Amended and Restated Credit Agreement dated as of November 30, 2018 among the Company, certain Subsidiaries of the Company party thereto, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time, and any refinancing, refunding, replacement, renewal or extension thereof.
2019 Term Loan Credit Agreement means 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, as amended, restated, supplemented or otherwise modified from time to time, and any refinancing, refunding, replacement, renewal or extension thereof.
Acquisition means any transaction, or any series of related transactions, by which any of the Company or its Subsidiaries (a) acquire any ongoing business or all or substantially all of the assets of, any firm, corporation or division thereof, whether through purchase of assets, purchase of stock, merger, amalgamation or otherwise, (b) directly or indirectly acquire control of at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors, (c) directly or indirectly acquire control of a majority ownership interest in any partnership, joint venture or similar arrangement or (d) directly or indirectly acquire assets constituting all or substantially all of a product line or line of business of another Person; provided, however, that with respect to any stock purchase transaction structured as a tender offer, such transaction has been approved by the board of directors and/or shareholders (or comparable persons or groups) of the Company or such Subsidiary, as applicable, and such other Person.