Document

AMENDMENT NO. 2 TO CREDIT AGREEMENT


AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 23, 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 parties hereto have agreed to modify the terms and conditions of the Existing Credit Agreement as more fully set forth herein.


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:


““Restricted Cash”: cash and cash equivalents of the Group Members to the extent (a) classified (or required to be classified) as restricted cash or restricted cash equivalents on the balance sheet of the Parent Borrower in accordance with GAAP or (b) such cash or cash equivalents are encumbered by or subject to any Lien, setoff, counterclaim, recoupment, defense or any restriction on the use thereof to pay Indebtedness and other liabilities of the Parent Borrower and its Subsidiaries.”


““Unrestricted Cash”: cash and cash equivalents of the Group Members that are not Restricted Cash.”


(b)The definition of “Consolidated Total Leverage Ratio” in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:










““Consolidated Total Leverage Ratio”: as of any date of determination, the ratio of (a)(i) Consolidated Total Debt on such date minus (ii) the aggregate amount of Unrestricted Cash on such date, to (b) Consolidated EBITDA measured for the Test Period most recently ended on or prior to such date.”


(c) Section 5.2 of the Existing Credit Agreement is hereby amended by adding the following text as a new clause (c) after clause (b) thereof:


“(c)      Maximum Cash Balance.  With respect to any borrowing occurring during the period from April 23, 2020 through December 31, 2020, on the date of such requested borrowing, after giving effect to such borrowing and the intended use of such borrowing within 10 Business Days after the date of such borrowing (as determined by the Parent Borrower in good faith), the aggregate amount of Unrestricted Cash is no greater than $1,250,000,000.”


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 first date on which (a) the Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) such Lenders constituting the Required Lenders and (iii) the Parent Borrower either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment and (b) the Parent Borrower has paid to the Administrative Agent the fees and expenses required to be paid to the Administrative Agent pursuant to Section 10.5 of the Existing Credit Agreement on the Amendment Effective Date (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 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 
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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:	Executive Vice President, General Counsel and Corporate Secretary














									
	JPMORGAN CHASE BANK, N.A.,		
	as a Lender and as Administrative Agent		
			
	By:	/S/ Jonathan Bennett	
		Name:	Jonathan Bennett
		Title:	Executive Director














									
	Comerica Bank,		
	as a Lender		
			
	By:	/S/ Carl Bradley	
		Name:	Carl Bradley
		Title:	Portfolio Manager














									
	CITIZENS BANK OF PENNSYLVANIA,		
	as a Lender		
			
	By:	/S/ Brent Fieser	
		Name:	Brent Fieser
		Title:	Director














									
	MUFG Bank, Ltd., (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.,)		
	as a Lender		
			
	By:	/S/ Victor Pierzchalski	
		Name:	Victor Pierzchalski
		Title:	Managing Director














									
	Truist Bank,		
	as a Lender		
			
	By:	/S/ Max N. Greer III	
		Name:	Max N. Greer III
		Title:	Senior Vice President














									
	Royal Bank of Canada,		
	as a Lender		
			
	By:	/S/ Andra Bosneaga	
		Name:	Andra Bosneaga
		Title:	Vice President














									
	HSBC Bank USA NA,		
	as a Lender		
			
	By:	/S/ Justus Hanna	
		Name:	Justus Hanna
		Title:	Vice President


















									
	Seaside National Bank & Trust,		
	as a Lender		
			
	By:	/S/ David E. Robinson	
		Name:	David E. Robinson
		Title:	Chief Credit Officer














									
	UniCredit Bank AG, New York Branch		
	as a Lender		
			
	By:	/S/ Fabio Della Malva	
		Name:	Fabio Della Malva
		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:	Executive Director














									
	Wells Fargo Bank, N.A.,		
	as a Lender		
			
	By:	/S/ Matt J. Perrizo	
		Name:	Matt J. Perrizo
		Title:	Director














									
	Regions Bank,		
	as a Lender		
			
	By:	/S/ Cheryl L. Shelhart	
		Name:	Cheryl L. Shelhart
		Title:	Director














									
	PNC Bank, National Association,		
	as a Lender		
			
	By:	/S/ Dan Beckwith	
		Name:	Dan Beckwith
		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/ Ken Gorski	
		Name:	Ken Gorski
		Title:	Vice President