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