Fortive Corporation, entered into a second amended and restated credit agreement with Bank of America, N.A. as administrative agent and a swing line lender, and a syndicate of lenders from time to time party thereto, that provides for a 5-year revolving credit facility in an aggregate principal amount not to exceed $2.0 billion, which includes a multicurrency borrowing feature. On the Closing Date, the Company did not borrow any funds under the Revolving Credit Agreement. The Revolving Credit Agreement amends and restates the Company's existing amended and restated credit agreement, dated November 30, 2018, with Bank of America, as administrative agent and swing line lender, and the lenders referred to therein.

The Revolving Credit Agreement extends the availability period of the revolving credit facility from November 30, 2023 to October 18, 2027 provided that the Revolving Credit Agreement is subject to up to two one-year extension options at the request of the Company and with the consent of the lenders. The Revolving Credit Agreement also contains an increase option permitting the Company to request up to an aggregate additional $1.0 billion principal amount, as a revolving credit facility, term loan facility or combination thereof, from lenders that elect to make such increase available, upon the satisfaction of certain conditions. Borrowings under the Revolving Credit Agreement bear interest at the Company's option as follows: in the case of borrowings denominated in U.S. Dollars, Term SOFR Loans bear interest at a variable rate equal to the Term SOFR plus a margin of between 68.5 and 110 basis points and Base Rate Committed Loans and USD Swing Line Loans bear interest at a variable rate equal to the highest of the Federal funds rate plus 1/2 of 1.0%,Bank of America's prime rate as publicly announced from time to time, Term SOFR plus 1.0% and 1.0%, plus, in each case, a margin of between 0 to 10 basis points in the case of borrowings denominated in an Alternative Currency, Alternative Currency Loans and Alternative Currency Swing Line Loans bear interest at the applicable variable benchmark rate, plus, in each case, a margin of between 68.5 and 110 basis points In no event will Term SOFR Loans, Base Rate Committed Loans, Alternative Currency Loans, USD Swing Line Loans or Alternative Currency Swing Line Loans bear interest at a rate lower than 0.0%.

In addition, the Company is required to pay a per annum facility fee of between 6.5 and 15 basis points based on the aggregate revolving credit commitments under the Revolving Credit Agreement, regardless of usage. On the Closing Date, the Company entered into a term loan credit agreement with Bank of America, as administrative agent, and a syndicate of lenders from time to time party thereto, which provides for a 364-day delayed-draw term loan facility in an aggregate principal amount of $1.0 billion. On the Closing Date, the Company did not borrow any funds under the Term Loan Credit Agreement.

Subject to certain customary conditions, the Company may draw on the funds under the Term Loan Credit Agreement, in one advance, on or prior to December 15, 2022 The funds under the Term Loan Credit Agreement, if drawn, will be used by the Company to refinance all or a portion of the $1.0 billion in an outstanding principal amount under the Company's existing term loan credit agreement, expiring on December 15, 2022, and/or to finance the working capital and general corporate purposes of the Company and its subsidiaries. Repayment of the principal amount borrowed, and all accrued interest thereon and other amounts payable, in each case, under the Term Loan Credit Agreement is due no later than 364 days after the Funding Date. Borrowings under the Term Loan Credit Agreement bear interest at the Company's option as follows: Term SOFR Loans bear interest at a variable rate equal to the Term SOFR (as defined in the Term Loan Credit Agreement) plus a margin of between 82.5 and 107.5 basis points and Base Rate Loans bear interest at a variable rate equal to the highest of the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1.0%, Bank of America's prime rate as publicly announced from time to time, Term SOFR.

In no event will Term SOFR Loans or Base Rate Committed Loans bear interest at a rate lower than 0.0%. In addition, the Company will pay to each lender under the Term Loan Credit Agreement a ticking fee equal to 0.10% of such lender's daily maximum aggregate amount of commitments under the Term Loan Credit Agreement, ending on the earlier of the Funding Date or termination of the commitments under the Term Loan Credit Agreement. The ticking fee begins to accrue on the Closing Date.

Borrowings under the Term Loan Credit Agreement are prepayable at the Company's option in whole or in part without premium or penalty. Amounts borrowed under the Term Loan Credit Agreement may not be reborrowed once repaid. The Term Loan Credit Agreement requires the Company to maintain a Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Agreement) of 3.50 to 1.00 or less; provided, that the maximum Consolidated Net Leverage Ratio will be increased to 4.00 to 1.00 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by the Company or any subsidiary of the Company in which the purchase price exceeds $250 million.

The Consolidated Net Leverage Ratio will be tested beginning with the fiscal quarter ending December 31, 2022. The Company's obligations under the Term Loan Credit Agreement are unsecured. The Term Loan Credit Agreement contains customary representations, warranties, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, restrict the ability of the Company and certain of its subsidiaries to: incur liens; incur indebtedness; make restricted payments; sell or otherwise dispose of the Company's or any subsidiary's assets; enter into certain mergers or consolidations; and use proceeds of borrowings under the Term Loan Credit Agreement for other than permitted uses.

These covenants are subject to a number of important exceptions and qualifications. Certain changes of control with respect to the Company would constitute an event of default under the Term Loan Credit Agreement. Upon the occurrence and during the continuance of an event of default, the lenders may terminate any unfunded commitments and declare the outstanding advances and all other obligations under the Term Loan Credit Agreement immediately due and payable.