EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 2, 2016 (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 Dash 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: 
 ““Dash Acquisition”: the acquisition by the Parent Borrower (or
a Subsidiary of the Parent Borrower) of the company code-named “Dash”, as identified separately by the Parent Borrower to the Administrative Agent and the Lenders.” 

““Dash Acquisition Consummation Date”: the date of consummation of the Dash Acquisition.” 

““Dash Acquisition Purchase Agreement”: the definitive agreement pursuant to which the Parent Borrower agrees to
consummate the Dash Acquisition.” 







 ““Dash Acquisition Purchase Agreement Date”: the date on which the Dash
Acquisition Purchase Agreement is executed and delivered by the parties thereto.” 
 (b) The definition of “Consummation
Date” in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: 

““Consummation Date”: (a) with respect to a single Acquisition that is designated by the Parent Borrower as a
Qualifying Material Acquisition, the date on which such Acquisition is consummated and (b) with respect to a series or group of Acquisitions that is designated by the Parent Borrower as a Qualifying Material Acquisition, the date on which the
last Acquisition in such series or group of Acquisitions is consummated.” 
 (c) Section 7.1(a) of the Existing Credit Agreement
is hereby amended and restated in its entirety as follows: 
 “7.1 Financial Condition Covenants.
(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the last day of any Test Period to exceed (in each case subject to adjustment in connection with the delivery of a QMA Notice, as provided below):

 (i) with respect to the Test Period ending December 31, 2016, (x) if the Dash Acquisition Consummation Date
occurs on or prior to December 31, 2016, 4.25 to 1.0 and (y) otherwise, 3.50 to 1.0; 
 (ii) if the Dash
Acquisition Consummation Date occurs on or prior to March 31, 2017, with respect to the Test Periods ending March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, the level set forth in the table
below opposite each such Test Period: 
  

					
	 Test Period Ending
	  	Maximum Consolidated
Total Leverage Ratio	 
	 March 31, 2017
	  	 	4.25:1.0	  
	 June 30, 2017
	  	 	4.25:1.0	  
	 September 30, 2017
	  	 	4.00:1.0	  
	 December 31, 2017
	  	 	4.00:1.0	  

 ; and 

(iii) with respect to any other Test Period not described in the preceding clause (i) or (ii) (including, for the
avoidance of doubt as a result of the Dash Acquisition Consummation Date not occurring on or prior to March 31, 2017), 3.50 to 1.0 

  
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 ; provided that, subject to the limitations set forth in the definition of
Qualifying Material Acquisition (including the delivery by the Parent Borrower of a QMA Notice within the required time period set forth in the definition of Qualifying Material Acquisition), such ratio shall be 4.00 to 1.0 for the first Test Period
that ends on or subsequent to the applicable Consummation Date (the “Initial Test Period”) and for each of the three consecutive Test Periods immediately following the Initial Test Period (provided, that if such ratio for any
Test Period described in the immediately preceding proviso would otherwise be 4.25 to 1.0 pursuant to clause (a)(i) or (a)(ii) above, then such ratio shall remain 4.25 to 1.0 for the applicable Test Period notwithstanding the provisions of the
immediately preceding proviso); provided further that not more than two QMA Notices (or, if the Dash Acquisition Consummation Date occurs, not more than one QMA Notice) may be delivered by the Parent Borrower during the term of this
Agreement. 
 Notwithstanding anything to the contrary in this Agreement, until the earlier of (a) the Dash Acquisition
Consummation Date and (b) five Business Days after the date following the Dash Acquisition Purchase Agreement Date on which the Dash Acquisition Purchase Agreement is terminated (and, for the avoidance of doubt, without any requirement to
deliver a QMA Notice with respect to the Dash Acquisition), any Indebtedness incurred by the Parent Borrower on or after the Dash Acquisition Purchase Agreement Date the proceeds of which are to be used to finance the Dash Acquisition shall be
disregarded for purposes of determining compliance with this Section 7.1(a) to the extent that, and so long as, the cash proceeds of such Indebtedness are either held in escrow on customary terms or are held by the Parent Borrower in an account
at the Administrative Agent or a Lender as unrestricted cash or cash equivalents.” 
 SECTION 3. Representations
of Parent Borrower. The Parent Borrower represents and warrants that (i) the representations and warranties of the Parent Borrower set forth in Section 4 of the Amended Credit Agreement are true and correct in all material respects on
and as of the Amendment Effective Date (including, for the avoidance of doubt, as such representations and warranties relate to this Amendment as a Loan Document) except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no Event of Default or Default has occurred and is continuing. 

SECTION 4. Effectiveness of Amendments. This Amendment shall become effective on the date of execution hereof
by the Administrative Agent, such Lenders constituting the Required Lenders and the Parent Borrower (the date of satisfaction of such conditions precedent, the “Amendment Effective Date”). 

SECTION 5. Certain Consequences of Effectiveness. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other party under the Existing Credit Agreement or any other Loan Document, and shall
not  

  
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alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which
are ratified and affirmed in all respects and shall continue in full force and effect. 
 SECTION 6. Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 

SECTION 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by electronic means (including facsimile or “pdf”) of an executed counterpart of a signature page to this Amendment shall be
effective as delivery of an original executed counterpart hereof. 
 [Remainder of Page Intentionally Empty] 

 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first above written. 
  

											
		 		 	 ROPER TECHNOLOGIES, INC.,
 as
Parent Borrower

				
		 		 	By:	 	/s/ John K. Stipancich
		 		 		 		 	Name:	 	John K. Stipancich
		 		 		 		 	Title:	 	 Vice President, General Counsel
 and
Corporate Secretary










											
		 		 	 JPMORGAN CHASE BANK, N.A.,

as a Lender and as Administrative Agent

				
		 		 	By:	 	/s/ Antje B. Focke
		 		 		 		 	Name:	 	Antje B. Focke
		 		 		 		 	Title:	 	Executive Director









											
		 		 	 Comerica Bank,
 as a
Lender

				
		 		 	By:	 	/s/ Gerald R. Finney, Jr.
		 		 		 		 	Name:	 	Gerald R. Finney, Jr.
		 		 		 		 	Title:	 	Vice President









											
		 		 	 CITIZENS BANK OF PENNSYLVANIA,

as a Lender

				
		 		 	By:	 	/s/ Victor Notaro
		 		 		 		 	Name:	 	Victor Notaro
		 		 		 		 	Title:	 	Senior Vice President









											
		 		 	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

as a Lender

				
		 		 	By:	 	/s/ Ravneet Mumick
		 		 		 		 	Name:	 	Ravneet Mumick
		 		 		 		 	Title:	 	Director









											
		 		 	 SunTrust Bank,
 as a
Lender

				
		 		 	By:	 	/s/ David A. Ernst
		 		 		 		 	Name:	 	David A. Ernst
		 		 		 		 	Title:	 	Vice President









											
		 		 	 Royal Bank of Canada,
 as a
Lender

				
		 		 	By:	 	/s/ Alexandre Charron
		 		 		 		 	Name:	 	Alexandre Charron
		 		 		 		 	Title:	 	 Vice President
 National Client Group –
Finance
 RBC Royal Bank










											
		 		 	 HSBC Bank USA NA,
 as a
Lender

				
		 		 	By:	 	/s/ Rafael S De Paoli
		 		 		 		 	Name:	 	Rafael S De Paoli
		 		 		 		 	Title:	 	Director









											
		 		 	 Lloyds Bank plc,
 as a Lender
By:

				
		 		 		 	/s/ Erin Walsh
		 		 		 		 	Name:	 	Erin Walsh
		 		 		 		 	Title:	 	 Assistant Vice President
 Transaction
Execution
 Category A
 W004

			
		 		 	
				
		 		 		 	/s/ Joel Slomko
		 		 		 		 	Name:	 	Joel Slomko
		 		 		 		 	Title:	 	 Assistant Vice President
 Transaction
Execution
 Category A
 S088










											
		 		 	 Seaside National Bank & Trust,

as a Lender

				
		 		 	By:	 	/s/ Thomas N. Grant
		 		 		 		 	Name:	 	Thomas N. Grant
		 		 		 		 	Title:	 	 Senior Vice President &
 Chief Credit
Officer










											
		 		 	 UniCredit Bank AG, New York Branch,

as a Lender

				
		 		 	By:	 	/s/ Ken Hamilton
		 		 		 		 	Name:	 	Ken Hamilton
		 		 		 		 	Title:	 	Managing Director
			
		 		 	
				
		 		 	By:	 	/s/ Peter Daugavietis
		 		 		 		 	Name:	 	Peter Daugavietis
		 		 		 		 	Title:	 	Associate Director









											
		 		 	 MIZUHO BANK, LTD.,
 as a
Lender

				
		 		 	By:	 	/s/ Donna DeMagistris
		 		 		 		 	Name:	 	Donna DeMagistris
		 		 		 		 	Title:	 	Authorized Signatory









											
		 		 	 Wells Fargo Bank N.A.,
 as a
Lender

				
		 		 	By:	 	/s/ Kay Reedy
		 		 		 		 	Name:	 	Kay Reedy
		 		 		 		 	Title:	 	Managing Director









											
		 		 	 Regions Bank,
 as a
Lender

				
		 		 	By:	 	/s/ Lara White
		 		 		 		 	Name:	 	Lara White
		 		 		 		 	Title:	 	Managing Director









											
		 		 	 PNC Bank, National Association,

as a Lender

				
		 		 	By:	 	/s/ C.J. Mintrone
		 		 		 		 	Name:	 	C.J. Mintrone
		 		 		 		 	Title:	 	Senior Vice President









											
		 		 	 Bank of America, N.A.,
 as a
Lender

				
		 		 	By:	 	/s/ Max Oligario
		 		 		 		 	Name:	 	Max Oligario
		 		 		 		 	Title:	 	Senior Vice President









											
		 		 	 TD Bank, N.A.,
 as a
Lender

				
		 		 	By:	 	/s/ Bernadette Collins
		 		 		 		 	Name:	 	Bernadette Collins
		 		 		 		 	Title:	 	Senior Vice President









											
		 		 	 U.S. BANK, NATIONAL ASSOCIATION,

as a Lender

				
		 		 	By:	 	/s/ Kara P. Van Duzee
		 		 		 		 	Name:	 	Kara P. Van Duzee
		 		 		 		 	Title:	 	Vice President









											
		 		 	 Branch Banking and Trust Company,

as a Lender

				
		 		 	By:	 	/s/ Charles Graeub, III
		 		 		 		 	Name:	 	Charles Graeub, III
		 		 		 		 	Title:	 	Vice President