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Revolving Credit and Term Loan Agreement

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REVOLVING CREDIT AND TERM LOAN AGREEMENT

This REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of the day of , by and among , a Delaware corporation ("CHEMFAB" or the "Borrower"), those wholly-owned subsidiaries listed in Exhibit A, and , as Agent, and the Lenders.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1 Definitions. The following terms shall have the meanings set forth in this section or elsewhere in this Credit Agreement:

Adjusted Tangible Net Worth. Means Borrowers' Tangible Net Worth net of intangible assets acquired in the UroQuest Transaction.

Affected Lender. The meaning specified in section 17.4.

Affiliate. As applied to any Person, a spouse, relative, managing member, director, officer, controlled entity, or any Person under common control.

Agent. BBH&Co in its capacity as agent for the Lenders.

Authorized Share Repurchases. The meaning specified in section 7.8.

Available Revolving Commitment. The Total Revolving Commitment less the sum of outstanding principal amounts advanced as Revolving Credit Loans.

Base Rate. For any date, a rate per annum equal to the higher of the Federal Funds Effective Rate plus 0.50% or the Agent's commercial base rate.

Borrower.

Closing Date. The first date on which the conditions in sections 10 and 11 have been satisfied and any Loans are made.

Credit Agreement. This Revolving Credit and Term Loan Agreement, including the Schedules and Exhibits hereto.

Current Lines of Business. The lines of business conducted by the Borrower on the Closing Date.

Debt Coverage Ratio. The meaning specified in section 2.6(a).

Dollars or $. Dollars in lawful currency of the United States of America.

Drawdown Date. The date on which any Loan is made or converted or continued.

EBITDA. Consolidated Net Income adjusted for interest expense, taxes, depreciation, and amortization.

Environmental Laws. Applicable current and future laws relating to the environment or Hazardous Materials.

ERISA. The Employee Retirement Income Security Act of 1974, as amended.

EURIBOR Loan. Loans bearing interest calculated by reference to EURIBOR.

Event of Default. The meaning specified in section 9.1.

Facility Fee. A fee in the amount of 10 Basis Points times the Total Commitment.

GAAP. Generally accepted accounting principles in the United States of America.

2. THE CREDIT FACILITIES.

2.1 Amounts and Terms of the Facilities.

(a) Commitments. The Borrower establishes a revolving credit facility in the aggregate principal amount not in excess of and a term loan facility in the maximum initial principal amount of .

(b) Revolving Loans. Subject to the terms and conditions set forth in this Credit Agreement, each Lender agrees to fund its Percentage of the Revolving Loan Commitment.

(c) The Term Loan. On the Closing Date each of the Lenders shall severally lend to the Borrower its Percentage of the Term Loan Commitment.

2.2 Fees.

(a) Commitment Fee. The Borrowers agree to pay a commitment fee calculated at the applicable Commitment Commission on the daily average unused portion of the Available Revolving Commitment.

(b) Agent's Fees. The Borrowers agree to pay to the Agent such other fees as agreed in writing.

(c) Facility Fee. On the Closing Date, the Borrowers shall pay to the Agent the Facility Fee.

2.6 Interest on Loans / Principal Repayment.

Borrowers shall deliver a Compliance Certificate and the Debt Coverage Ratio calculations.

Debt Coverage Ratio:

3. PREPAYMENT OF THE LOANS, RESERVES.

3.1 Voluntary Prepayments. Borrowers may prepay outstanding Loans at any time without penalty or premium, except as provided in section 4.8.

3.2 Mandatory Prepayments. If the outstanding principal amount of Revolving Loans exceeds the Revolving Loan Commitment, the Borrowers will immediately prepay the applicable Notes.

4. CERTAIN GENERAL PROVISIONS.

4.1 Funds for Payments. All payments shall be made to the Agent at its designated address.

4.2 Computations. All computations of interest shall be based on a 360-day year.

4.3 Inability to Determine LIBOR or EURIBOR. If adequate methods do not exist, the Loan Request may be withdrawn.

5. REPRESENTATIONS AND WARRANTIES.

Borrowers make the following representations and warranties, which shall survive execution and delivery of the Notes.

5.1 Organization, Standing, etc. of the Borrowers.

5.2 Subsidiaries.

5.3 Qualification.

5.4 Financial Information; Disclosure, etc.

5.5 Licenses, etc.

5.6 Material Agreements.

5.7 Tax Returns and Payments.

5.8 Indebtedness, Liens and Investments, etc.

5.9 Title to Properties, Liens.

5.10 Litigation, etc.

5.11 Authorization, Compliance with Other Instruments.

5.12 Governmental Consent.

5.13 Regulation U, etc.

5.14 ERISA.

5.15 Environmental Matters.

5.16 Use of Proceeds.

5.17 Investment Company Act, Public Utility Holding Company Act.

5.18 Disclosures.

5.19 Year 2000.

6. AFFIRMATIVE COVENANTS OF THE BORROWERS.

6.1 Records and Accounts.

6.2 Financial Statements, Certificates and Information.

6.3 Legal Existence; Compliance with Laws, etc.

6.4 Insurance.

6.5 Payment of Taxes.

6.6 Payment of Other Indebtedness, etc.

6.7 Further Assurances.

6.8 Depository Account.

6.9 Use of Proceeds.

6.10 Year 2000.

6.11 Regulation U.

7. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

7.1 Indebtedness.

7.2 Mortgages, Liens, etc.

7.3 Loans, Guarantees and Investments.

7.4 Leases.

7.5 Mergers and Consolidations.

7.6 Sale of Assets.

7.7 Capital Expenditures.

7.8 Distributions.

7.9 Compliance with ERISA.

7.10 Transactions with Affiliates.

7.11 Observance of Subordination Provisions, etc.

7.12 Environmental Liabilities.

7.13 Subsidiaries.

7.14 Issuance of Shares.

7.15 Subsidiary Distributions.

7.16 Material Adverse Change.

7.17 No Negative Pledges.

8. FINANCIAL COVENANTS.

8(a) Adjusted Tangible Net Worth: maintain minimum levels as specified.

8(b) Maximum Leverage: ratio not to exceed 1.0:2.0.

8(c) Debt Coverage: ratio not to exceed 2.5:1.0.

8(d) Cash Flow Coverage: ratio thresholds apply by period.

9. DEFAULTS; REMEDIES.

9.1 Events of Default; Acceleration.

9.2 Remedies on Default, etc.

10. CLOSING CONDITIONS.

The obligations of the Lenders to make the initial Loans shall be subject to the satisfaction of the following conditions precedent:

10.1 Loan Documents, etc.

10.2 Corporate Action.

10.3 Incumbency Certificate.

10.4 Opinions of Counsel.

10.5 Payment of Fees.

10.6 UroQuest Transaction.

10.7 No Material Adverse Change.

10.8 Payoff Letter.

11. CONDITIONS TO ALL LOANS.

11.1 Accuracy of Representations; No Event of Default.

11.2 Loan Request.

11.3 No Legal Impediment.

11.4 Due Diligence Complete.

12. THE AGENT.

12.1 Appointment, Powers and Immunities.

12.2 Reliance by Agent.

12.3 Defaults.

12.4 Rights as a Lender.

12.5 Indemnification.

12.6 Non-Reliance on Agent and Other Lenders.

12.7 Failure to Act.

12.8 Resignation of Agent.

12.9 Cooperation of Lenders.

12.10 Amendment of section 12.

12.11 Reliance.

13. SETOFF, ETC.

Lenders are granted a continuing security interest and right to set off against deposits or other sums credited to Borrowers.

14. EXPENSES.

Borrowers agree to pay direct out-of-pocket costs, taxes, counsel fees, and related expenses.

15. INDEMNIFICATION.

15.1 General Indemnification.

15.2 Foreign Currency Indemnification.

16. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties shall survive the making of the Loans.

17. ASSIGNMENT AND PARTICIPATION.

17.1 Assignment by the Lenders.

17.2 Assignment by Borrowers.

17.3 Participations by the Lenders.

17.4 Replacement of Lender.

18. FOREIGN LENDER.

Required tax forms and certifications shall be delivered as applicable.

19. NOTICES, ETC.

Notice details for Borrower, Agent and Lenders as specified in the Agreement.

20. GOVERNING LAW.

This Agreement and the other Loan Documents are governed by the laws of the Commonwealth of Massachusetts.

21. HEADINGS.

Captions are for convenience only.

22. COUNTERPARTS.

This Agreement may be executed in several counterparts.

23. ENTIRE AGREEMENT, ETC.

The Loan Documents express the entire understanding of the parties.

24. WAIVER OF JURY TRIAL.

Borrowers waive the right to a jury trial with respect to disputes arising from the Agreement.

25. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Amendments and waivers require the consent of the Required Lenders and, in some cases, all Lenders and the Agent.

26. CONFIDENTIALITY.

Lenders will keep confidential information confidential except as permitted.

27. SEVERABILITY.

Invalidity of any provision shall not affect other provisions.

28. NATURE OF LENDER'S OBLIGATIONS.

Lenders' obligations are several and not joint.

SIGNATURES

BORROWER:

CHEMFAB CORPORATION
By:

Title:

AGENT:

BROWN BROTHERS HARRIMAN & CO.
By:

Title:

LENDER COUNTERPART SIGNATURE PAGES

FLEET BANK NH

By:

Title:

CITIZENS BANK NEW HAMPSHIRE

By:

Title:

BANK OF NEW HAMPSHIRE

By:

Title:

BORROWER COUNTERPART SIGNATURE PAGES

CHEMFAB EUROPE

By:

Title:

CHEMFAB GERMANY GmbH

By:

Title:

TYGAFLOR LTD.

By:

Title:

Additional comments or notes:

Effective Date:

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What the Revolving Credit and Term Loan Agreement Is

A Revolving Credit and Term Loan Agreement is a combined financing contract that sets out a borrower's ability to draw on a revolving facility (short-term, reusable borrowing capacity) alongside a term loan (fixed principal with scheduled repayments). The document defines facility amounts, borrowing conditions, interest rates, fees, collateral and security interests, covenants, events of default, notice procedures, and maturity. It is used by lenders, borrowers, and guarantors to allocate credit risk, establish repayment mechanics and preserve remedies such as acceleration and foreclosure if covenants or payment obligations are breached.

Why a Combined Revolving and Term Loan Document Matters

This agreement consolidates short-term liquidity and long-term financing into one enforceable contract, clarifies repayment priorities, and preserves lender remedies. Properly executed, it allocates risk, supports collateral perfection, and reduces ambiguity that can delay funding or enforcement under ESIGN (15 U.S.C. ch. 96) and state UETA rules.

Why a Combined Revolving and Term Loan Document Matters

Who Typically Prepares and Signs This Agreement

Signatories often include authorized officers of borrower and lender, any guarantors, and in many cases counsel or closing agents to certify signature authority.

  • Banks and credit unions providing structured facilities across multiple tranches and maturities.
  • Middle-market and corporate borrowers negotiating combined working capital and term financing.
  • Outside counsel and in-house legal teams drafting loan covenants and collateral descriptions.

Step-by-step: Completing the Agreement

Follow this sequence to complete the document accurately and reduce rework.

  • 01
    Prepare: Assemble borrower, lender, guarantor, and collateral details.
  • 02
    Populate: Enter facility amounts, rates, fees, dates, and reporting obligations.
  • 03
    Review: Have counsel check covenants, default language, and UCC descriptions.
  • 04
    Execute: Obtain authorized signatures, notarizations, and file UCC-1 if required.

Security, Compliance, and Technical Protections

Encryption: AES-256 at rest
Transport: TLS 1.2/1.3 in transit
Audit Trail: Timestamps and IP logging
Certifications: SOC 2 Type II available
HIPAA Support: BAA required
Retention: Tamper-evident storage options

Key Risks and Penalties from Drafting Errors

Default Acceleration: Lender may accelerate debt
Repricing: Higher default interest rate
UCC Filing Gaps: Loss of perfected priority
Cross-Default: Other obligations triggered
Enforcement Costs: Attorney and foreclosure fees
Tax Withholding: Backup withholding consequences

Common Preparation Pitfalls to Avoid

  • Using informal or abbreviated legal names that prevent accurate UCC filings and collateral perfection; verify against formation records.
  • Vague collateral descriptions that fail to cover after-acquired property or specific accounts receivable classes, allowing debtor disputes.
  • Missing or incorrect signature authority where individuals sign without corporate resolutions, creating execution challenges in enforcement.
  • Incorrect effective or funding dates that misalign interest accrual, covenant testing periods, and repayment schedules.

Critical Sections to Review Carefully

These six elements determine how credit is provided, secured, and enforced under the agreement.

Facility Structure

Defines Revolving availability, borrowing base mechanics, term loan tranches, sublimits, and how drawings and repayments interact across facilities.

Interest & Fees

Specifies rate calculation, spreads, default interest, commitment and utilization fees, and fee waiver or converter provisions.

Covenants

Includes affirmative and negative covenants, financial tests, reporting obligations, and procedures for breach notices and cure periods.

Events of Default

Lists payment defaults, covenant breaches, cross-defaults, insolvency events, and lender remedies including acceleration and enforcement.

Security Interests

Describes collateral, perfection steps, UCC-1 filing requirements, priorities, and procedures for releasing or substituting collateral.

Notices & Reporting

Sets notice addresses, permitted delivery methods, periodic reporting schedules, and requirements for certified financial statements.

Configuring an Online Signing Workflow

Map signer roles, authentication, and conditional fields before sending to avoid rework and ensure enforceability.

Field Configuration
Signer Order Sequential or parallel signer routing
Conditional Fields Show fields based on selections
Authentication Email, SMS code, or KBA
Storage Encrypted archive with audit trail

Technical Considerations for eSigning and Distribution

Select a platform that meets compliance needs (ESIGN, UETA, 21 CFR Part 11 where required), supports secure storage and audit logs, and integrates with your document management and accounting systems.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Types: PDF, DOCX, HTML supported
  • Auth Methods: Email, SMS, or advanced 2FA

Typical Online Signing Flow

A standard eight-step workflow reduces friction and preserves signature evidence.

  • Upload: Load the agreement and attachments into the signing platform.
  • Place Fields: Add signature, initial, date, and conditional fields where needed.
  • Send: Email or generate secure signing link to each signer.
  • Complete: Signers authenticate, sign, and receive final signed copies with audit trail.

Key Dates and Timing Considerations

Track these dates to align funding, covenant tests, filings, and maturity obligations.

Effective Date:

Date when obligations and covenants commence, entered as MM/DD/YYYY.

Funding / Closing Date:

Date by which initial advance is made and security interests are perfected.

Covenant Testing Dates:

Quarterly or monthly test dates for financial covenants and reporting deadlines.

UCC Filing Deadline:

File UCC-1 promptly after execution to perfect security in most states.

Maturity Date:

Date when remaining term loan principal becomes due per schedule.

eSignature Vendor Pricing and Feature Snapshot

Compare starting prices and key capabilities relevant to executing and managing Revolving Credit and Term Loan Agreements; signNow is listed first for parity.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Use Cases from Real Deployments

How organizations commonly use combined credit agreements in practice.

Optica Ventures LLC

Venture finance closing coordinated digitally for speed and convenience

  • 3 lenders executed separate tranches online
  • The process reduced back-and-forth and preserved a clear audit trail for compliance and later audits.

Tech Data

Enterprise credit facility with term amortization executed across divisions

  • Bulk send and role-based routing used
  • Centralized document management ensured accurate reporting and rapid funding disbursements.

Practical Tips for Accurate, Efficient Completion

Adopt these practices to reduce execution risk and avoid delays at closing.

Use precise legal names
Confirm entity names against formation and tax records to ensure UCC perfection and correct tax reporting.
Standardize exhibits
Attach schedules for collateral, financial covenants, and payment matrices to avoid ambiguity and facilitate electronic assembly.
Verify signer authority
Obtain corporate resolutions or officer certificates showing signatory authority to avoid execution challenges.
Preserve audit trail
Capture timestamps, IPs, and identity verification records for each signer to strengthen enforceability.

Key Milestones from Negotiation to Post-Closing

Track milestone stages from signature through perfection and ongoing covenant monitoring to maintain lender protections.

01

Negotiation Complete

Finalize terms and exhibits before preparing signature-ready documents.

02

Execution / Funding

Signatures obtained and initial advances disbursed; commence interest accrual.

03

Perfection Steps

File UCC-1 or record mortgages and deliver possession of pledged collateral if required.

04

Ongoing Monitoring

Perform covenant testing, financial reporting, and periodic audits per the schedule.

Frequently Asked Questions and Troubleshooting

Common questions about execution, enforceability, authentication, and post-signature corrections for Revolving Credit and Term Loan Agreements.


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