DEBT

Amended and Restated Senior Credit Agreement

On March 31, 2017, the Company entered into an amendment ("March 2017 Amendment") to its fourth amended and restated Senior Credit Facility (the "Senior Credit Facility") with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent. The March 2017 Amendment increased the aggregate principal amount from $1.5 billion to $2.2 billion available to the Company through the following facilities:


i.	a $500.0 million Term Loan A facility;


ii.	a $700.0 million Term Loan A-1, which was used in a single drawing on a delayed basis at the time of closing of the Codman Acquisition; and


iii.	a $1.0 billion revolving credit facility, which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans.

In connection with the March 2017 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants as defined in the Senior Credit Facility was increased to the following:



Fiscal Quarter		Maximum Consolidated Total Leverage Ratio

December 31, 2016 through before the first fiscal quarter after the delayed draw date of Term Loan A-1		4.50 : 1.00
First fiscal quarter ended after the delayed draw date of Term Loan A-1 through September 30, 2018		5.50 : 1.00
October 1, 2018 through September 30, 2019		5.00 : 1.00
October 1, 2019 through September 30, 2020		4.50 : 1.00
October 1, 2020 and thereafter		4.00 : 1.00

There was no change in the maturity date, which remains at December 7, 2021.

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at a rate equal to the following:


i.	the Eurodollar Rate (as defined in the Senior Credit Facility) in effect from time to time plus the applicable rate (ranging from 1.00% to 2.00%), or


ii.	the highest of:


1.	the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%,


2.	the prime lending rate of Bank of America, N.A., and


3.	the one-month Eurodollar Rate plus 1.00%.

The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness less cash in excess of $40.0 million that is not subject to any restriction on the use or investment thereof to (b) consolidated EBITDA at the time of the applicable borrowing.

The Company will pay an annual commitment fee ranging from 0.15% to 0.35%, based on the Company's consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility.

The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and at March 31, 2018, the Company was in compliance with all such covenants. The Company capitalized $0.5 million of incremental financing costs in 2017 in connection with the modifications to the Senior Credit Facility. There were no financing costs capitalized in the first quarter of 2018. No previously capitalized financing costs were written-off in the first quarter of 2018 and the fiscal year 2017.

In October 2017, the Company capitalized $19.1 million of incremental financing costs related to the drawing of Term A-1 component of the Senior Credit Facility.

At March 31, 2018 and December 31, 2017, there were $660.0 million and $655.0 million outstanding, respectively, under the revolving credit component of the Senior Credit Facility at a weighted average interest rate of 3.7%. At March 31, 2018 and December 31, 2017, there were $493.8 million and $500.0 million outstanding, respectively, under the Term Loan A component of the Senior Credit Facility at a weighted average interest rate of 3.8% and 3.6%, respectively. At March 31, 2018 and December 31, 2017, there were $691.3 million and $700.0 million outstanding, respectively, under the Term Loan A-1 component of Senior Credit Facility at a weighted average interest rate of 3.6%. At March 31, 2018, there was approximately $340.0 million available for borrowing under the Senior Credit Facility.

The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit facility, Term Loan A and Term A-1 components at March 31, 2018 was approximately $660.0 million, $492.3 million and $689.2 million, respectively. These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities.

Letters of credit outstanding as of March 31, 2018 and December 31, 2017 totaled $0.6 million. There were no amounts drawn as of March 31, 2018.

Contractual repayments of the Term Loan A and Term A-1 components of Senior Credit Facility are due as follows:



Year Ended December 31,	Principal Repayment
	(In thousands)
Remainder of 2018	45,000
2019	60,000
2020	90,000
2021	990,000
	$	1,185,000

The outstanding balance of the revolving credit component of the Senior Credit Facility is due on December 7, 2021.