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EXECUTION VERSION CUSIP Numbers: Deal: 76156EAA9 Revolver: 76156EAB7 CREDIT AGREEMENT Dated as of

Key Takeaway: Dated as of January 7, 2025 REVVITY HEALTH SCIENCES, INC., CERTAIN OTHER SUBSIDIARIES OF REVVITY, INC., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL

Full Press Release Details

Dated as of January 7, 2025
REVVITY HEALTH SCIENCES, INC.,
CERTAIN OTHER SUBSIDIARIES OF REVVITY, INC.,
as the Administrative Agent, the Swing Line Lender and an L/C Issuer,
JPMORGAN CHASE BANK, N.A.,
GOLDMAN SACHS BANK USA,
NATIONAL ASSOCIATION,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents,
as Co-Documentation Agents,
THE OTHER LENDERS PARTY HERETO
THE OTHER L/C ISSUERS PARTY
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A.,
PNC CAPITAL MARKETS LLC,
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners
Page
Article I. DEFINITIONS AND ACCOUNTING TERMS 1
Section 1.01 Defined Terms 1
Section 1.02 Other Interpretive Provisions 33
Section 1.03 Accounting Terms 34
Section 1.04 Exchange Rates; Currency Equivalents; Rates; Licensing 35
Section 1.05 Additional Alternative Currencies. 36
Section 1.06 Change of Currency 37
Section 1.07 Times of Day 38
Section 1.08 Letter of Credit Amounts 38
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS 38
Section 2.01 Committed Loans 38
Section 2.02 Committed Borrowings; Conversions and Continuations of Committed Loans 38
Section 2.03 Letters of Credit 40
Section 2.04 Swing Line Loans 51
Section 2.05 Prepayments 53
Section 2.06 Termination or Reduction of Aggregate Commitments 55
Section 2.07 Repayment of Loans 55
Section 2.08 Interest 55
Section 2.09 Fees 56
Section 2.10 Computation of Interest and Fees 57
Section 2.11 Evidence of Debt 57
Section 2.12 Payments Generally; Administrative Agent s Clawback 57
Section 2.13 Sharing of Payments by Lenders 60
Section 2.14 Designated Borrowers 60
Section 2.15 Expansion Option 61
Section 2.16 Extension of Maturity Date 62
Section 2.17 Cash Collateral 64
Section 2.18 Defaulting Lenders 65
Section 2.19 Designated Lenders 67
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY 68
Section 3.01 Taxes 68
Section 3.02 Illegality 72
Section 3.03 Inability to Determine Rates 72
Section 3.04 Increased Costs 76
Section 3.05 Compensation for Losses 78
Section 3.06 Mitigation Obligations; Replacement of Lenders 78
Section 3.07 Survival 79
Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 79
Section 4.01 Conditions of Effectiveness 79
Section 4.02 Conditions to all Credit Extensions 80
Section 4.03 Designation of a Designated Borrower 81
Article V. REPRESENTATIONS AND WARRANTIES 82
Section 5.01 Existence, Qualification and Power; Compliance with Laws 82
Section 5.02 Authorization; No Contravention 82
Section 5.03 Governmental Authorization; Other Consents 82
Table of Contents (continued)
Page
Section 5.04 Binding Effect 83
Section 5.05 Financial Statements; No Material Adverse Effect 83
Section 5.06 Litigation 83
Section 5.07 No Default 83
Section 5.08 Ownership of Property 83
Section 5.09 Environmental Compliance 84
Section 5.10 Taxes 84
Section 5.11 ERISA Compliance 84
Section 5.12 Margin Regulations; Investment Company Act 86
Section 5.13 Disclosure 86
Section 5.14 Anti-Corruption Laws and Sanctions 86
Section 5.15 EEA Financial Institution 86
Article VI. AFFIRMATIVE COVENANTS 86
Section 6.01 Financial Statements 86
Section 6.02 Certificates; Other Information 87
Section 6.03 Notices 89
Section 6.04 Payment of Taxes 89
Section 6.05 Preservation of Existence, Etc. 89
Section 6.06 Maintenance of Properties 89
Section 6.07 Maintenance of Insurance 90
Section 6.08 Compliance with Laws 90
Section 6.09 Books and Records 90
Section 6.10 Inspection Rights 90
Section 6.11 Use of Proceeds 90
Article VII. NEGATIVE COVENANTS 91
Section 7.01 Liens 91
Section 7.02 Indebtedness 92
Section 7.03 Fundamental Changes 93
Section 7.04 Use of Proceeds 94
Section 7.05 Financial Covenants 94
Article VIII. EVENTS OF DEFAULT AND REMEDIES 95
Section 8.01 Events of Default 95
Section 8.02 Remedies Upon Event of Default 97
Section 8.03 Application of Funds 98
Article IX. ADMINISTRATIVE AGENT 99
Section 9.01 Appointment and Authority 99
Section 9.02 Rights as a Lender 99
Section 9.03 Exculpatory Provisions 99
Section 9.04 Reliance by Administrative Agent 100
Section 9.05 Delegation of Duties 101
Section 9.06 Resignation of Administrative Agent 101
Section 9.07 Non-Reliance on Administrative Agent, Arrangers and Other Lenders 102
Section 9.08 No Other Duties, Etc. 103
Section 9.09 Administrative Agent May File Proofs of Claim 103
Section 9.10 Certain ERISA Matters 104
Section 9.11 Recovery of Erroneous Payments 105
Table of Contents (continued)
Page
Article X. CONTINUING GUARANTY 105
Section 10.01 Guaranty 105
Section 10.02 Rights of Lenders 106
Section 10.03 Certain Waivers 106
Section 10.04 Obligations Independent 106
Section 10.05 Subrogation 106
Section 10.06 Termination; Reinstatement 107
Section 10.07 Subordination 107
Section 10.08 Stay of Acceleration 107
Section 10.09 Condition of Other Borrowers 107
Section 10.10 Appointment of Company 108
Article XI. MISCELLANEOUS 108
Section 11.01 Amendments, Etc. 108
Section 11.02 Notices; Effectiveness; Electronic Communication 110
Section 11.03 No Waiver; Cumulative Remedies; Enforcement 112
Section 11.04 Expenses; Indemnity; Damage Waiver 113
Section 11.05 Payments Set Aside 115
Section 11.06 Successors and Assigns 115
Section 11.07 Treatment of Certain Information; Confidentiality 121
Section 11.08 Right of Setoff 122
Section 11.09 Interest Rate Limitation 123
Section 11.10 Integration; Effectiveness 123
Section 11.11 Survival of Representations and Warranties 123
Section 11.12 Severability 124
Section 11.13 Replacement of Lenders 124
Section 11.14 Governing Law; Jurisdiction; Etc. 125
Section 11.15 Waiver of Jury Trial 126
Section 11.16 Electronic Execution; Electronic Records; Counterparts 126
Section 11.17 USA PATRIOT Act Notice 127
Section 11.18 Judgment Currency 127
Section 11.19 No Advisory or Fiduciary Responsibility 128
Section 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 128
Section 11.21 Acknowledgement Regarding Any Supported QFCs 129
Section 11.22 Prepayment and Termination of Existing Credit Agreement 129
SCHEDULES
1.01 Existing Letters of Credit
2.01 Commitments and Applicable Percentages
2.03 L/C Commitments
2.10 Day Basis for Alternative Currencies
5.01 Existence, Qualification and Power
7.01 Existing Liens
7.02 Existing Indebtedness
11.02 Administrative Agent s Office; Certain Addresses for Notices
EXHIBITS
Form of
A Assignment and Assumption
B Augmenting Lender Supplement
C Committed Loan Notice
D Compliance Certificate
E-1 Designated Borrower Agreement
E-2 Designated Borrower Termination
F Increasing Lender Supplement
G Letter of Credit Report
H Note
I Notice of Additional L/C Issuer
J Notice of Loan Prepayment
K Swing Line Loan Notice
L-1-4 U.S. Tax Compliance Certificates
This CREDIT AGREEMENT (as amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time, and
including all schedules, exhibits and annexes hereto, this Agreement ) is entered into as of January 7, 2025 among REVVITY, INC., a Massachusetts corporation (the Company ), REVVITY HEALTH SCIENCES, INC., a
Delaware corporation ( Health Sciences ), certain other Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (each, a Designated Borrower and collectively,
the Designated Borrowers ; the Designated Borrowers, together with the Company and Health Sciences, each a Borrower and collectively, the Borrowers ), the Lenders party hereto, BANK OF AMERICA,
N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.
Borrowers have requested that the Lenders, the Swing Line Lender and the L/C Issuers make loans and other financial accommodations to the Company and its Subsidiaries as set forth herein; and
WHEREAS, the Lenders, the Swing Line Lender and the L/C Issuers have agreed to make such loans and other financial accommodations to the
Company and its Subsidiaries, on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby covenant and agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Additional Commitment Lender has the meaning specified in Section 2.16(d).
Administrative Agent means Bank of America (or any of its designated branch offices or affiliates) in its capacity as
administrative agent under any of the Loan Documents, or any successor administrative agent.
Agent s Office means, with respect to any currency, the Administrative Agent s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or
account with respect to such currency as the Administrative Agent may from time to time notify the Company and the Lenders.
Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent.
Affected Financial Institution means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Aggregate Commitments means the Commitments of all the Lenders. The
Aggregate Commitments in effect on the Closing Date equal ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1,500,000,000).
Agreement has the meaning specified in the introductory paragraph hereto.
Agreement Currency has the meaning specified in Section 11.18.
Alternative Currency means each of Euros, Yen, and Sterling, together with each other currency (other than Dollars) that is
approved in accordance with Section 1.05.
Alternative Currency Daily Rate means, for any
day, with respect to any Credit Extension:
(a) denominated in Sterling, the rate per annum equal to SONIA determined
pursuant to the definition thereof; and
(b) denominated in any other Alternative Currency (to the extent such Loans
denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders
pursuant to Section 1.05(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.05(a) in their reasonable discretion;
provided that if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change
in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.
Alternative Currency Daily Rate Loan means a Committed Loan that bears interest at a rate based on the definition of
Alternative Currency Daily Rate. All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.
Alternative Currency Equivalent means, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange
rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided
that if no such rate is available, the Alternative Currency Equivalent shall be determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, using any reasonable method of determination its deems
appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).
Alternative Currency L/C
Issuer means Bank of America (through itself or through one of its designated affiliates or branch offices), in its capacity as an L/C Issuer; provided that, with respect to any Existing Letter of Credit denominated in an
Alternative Currency, to the extent such Existing Letter of Credit was not issued by the Alternative Currency L/C Issuer, solely with respect to such Existing Letter of Credit, each reference herein to the Alternative Currency L/C Issuer shall be
deemed to include the L/C Issuer that issued such Existing Letter of Credit.
Alternative Currency Loan means an
Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.
Alternative Currency Term Rate means, for any Interest Period, with
respect to any Credit Extension:
(a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered
Rate ( EURIBOR ), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two
TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period;
(b) denominated in Yen, the rate per annum equal to the Tokyo Interbank Offer Rate ( TIBOR ), as
published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such
Interest Period; and
(c) denominated in any other Alternative Currency (to the extent such Loans denominated in such
currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to
Section 1.05(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.05(a) in their reasonable discretion;
provided that if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
Alternative Currency Term Rate Loan means a Committed Loan that bears interest at a rate based on the definition of
Alternative Currency Term Rate. All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.
Anti-Corruption Laws means, at any time, the Foreign Corrupt Practices Act of 1977, the UK Bribery Act, and all other all
laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries at such time concerning or relating to bribery or corruption.
Applicable Authority means, with respect to any Alternative Currency, the applicable administrator for the Relevant Rate
for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate for such Alternative Currency, acting in its capacity
Applicable Currency means (a) in the case of the Alternative Currency Loans, the Alternative Currency in
which such Alternative Currency Loans are denominated, and (b) in the case of all other Loans, Dollars.
Applicable Margin means, from time to time, the following percentages per
annum, based upon the Debt Ratings from Moody s, S&P and Fitch as set forth below:
Category Debt Ratings (Moody s / S&P / Fitch) Facility Fee Term SOFR Loans and Alternative Currency Loans Base Rate Loans
1 A3 / A- / A- or higher 0.08% 0.795% 0.000%
2 Baa1 / BBB+ / BBB+ 0.09% 0.910% 0.000%
3 Baa2 / BBB / BBB 0.11% 1.015% 0.015%
4 Baa3 / BBB- / BBB- 0.15% 1.100% 0.100%
5 Ba1 / BB+ / BB+ or lower 0.20% 1.425% 0.425%
For purposes of the foregoing: (a) if none of Moody s, S&P or Fitch shall have in effect a rating for the Index
Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then Category 5 shall be in effect; (b) if only one of Moody s, S&P and Fitch provides a rating for the Index Debt, the Category
corresponding to such rating shall be in effect; (c) if only two of Moody s, S&P and Fitch provides a rating for the Index Debt, the Category based on the higher of the two ratings shall apply unless one of the two ratings is two or
more Categories lower than the other, in which case the Category then in effect shall be determined by reference to the Category next below that of the higher of the two ratings; (d) if the ratings established or deemed to have been established
by Moody s, S&P and Fitch for the Index Debt shall fall within different Categories, the Category then in effect shall be (i) the Category in which two of the ratings fall, or (ii) if there is no such Category, the Category in
Last updated: Jan 7, 2025