AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of August [__], 2020 (this Amendment), which amends that certain Credit Agreement, dated as of September 23, 2016 (as in effect prior to this Amendment, the Existing Credit Agreement) by and among Roper Technologies, Inc., (the Parent Borrower), the Foreign Subsidiary Borrowers party thereto from time to time, the Lenders party thereto from time to time (the Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the Administrative Agent), and the other agents and parties thereto.
W I T N E S S E T H :
WHEREAS, the Parent Borrower has advised the Administrative Agent and the Lenders that the Parent Borrower (or a Subsidiary thereof) may consummate the Valor Acquisition (as defined below), and in connection therewith the parties hereto now desire to amend the Existing Credit Agreement to make certain modifications.
THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference in the Existing Credit Agreement to this Agreement, hereof, hereunder, herein and hereby and each other similar reference, and each reference in any other Loan Document to the Credit Agreement, thereof, thereunder, therein or thereby or any other similar reference to the Existing Credit Agreement shall, from the Amendment Effective Date (as defined below), refer to the Existing Credit Agreement as amended by this Amendment (the Amended Credit Agreement). For the avoidance of doubt, this Amendment shall constitute a Loan Document for all purposes under the Amended Credit Agreement and the other Loan Documents.
SECTION 2. Amendments. Effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Existing Credit Agreement is hereby amended by adding in the correct place alphabetically the following additional definitions:
Amendment No. 3 Effective Date: [ ], 2020.
Specified Representations: the representations and warranties set forth in Sections 4.3 (but only with respect to valid existence), 4.4, 4.5 (but only as to any Contractual Obligation consisting of debt instruments having an aggregate principal or committed amount in excess of $250,000,000), 4.10, 4.13, and 4.18, but in each case, only insofar as they relate to the Parent Borrower.
Valor Acquisition: the acquisition by the Parent Borrower (or a Subsidiary of the Parent Borrower) of the company code-named Valor, as identified separately by the Parent Borrower to the Administrative Agent and the Lenders.