Waiver and Third Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., Perceptive Credit Holdings III, LP, and Lenders
This agreement, dated March 10, 2022, is between Agile Therapeutics, Inc., Perceptive Credit Holdings III, LP (as administrative agent and lender), and other lenders. It grants Agile a waiver for not meeting a specific financial reporting requirement under their existing credit agreement and amends certain terms of that agreement. The waiver is limited to the specified reporting issue and does not affect other obligations. The agreement also confirms that all existing security interests and obligations remain in effect, and it becomes effective once certain conditions, such as board approval and fee payments, are met.
Waiver and Third Amendment to Credit Agreement and Guaranty
This Waiver and Third Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of March 10, 2022 (the “Third Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as a lender and as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
Recitals:
A.The Lenders have extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of February 10, 2020 (as amended by that certain Waiver and First Amendment to Credit Agreement and Guaranty dated as of February 26, 2021 and that certain Waiver and Second Amendment to Credit Agreement and Guaranty dated as of January 7, 2022, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”).
B. Pursuant to Section 8.01(b) of the Credit Agreement, the Borrower is required to deliver annual financial statements that are not subject to any “‘going concern’ or like qualification or exception” (the “Going Concern Requirement”).
C. The Borrower has advised the Administrative Agent that it will not be able to deliver financial statements for the year-ending December 31, 2021 that satisfy the Going Concern Requirement (the “Specified Obligation”).
D. The Borrower has requested that the Administrative Agent and the Lenders agree to waive the Specified Obligation.
E. The Administrative Agent and the Lenders are willing to grant such waiver in accordance with and subject to the terms and conditions of this Agreement.
G. The parties hereto agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
AGILE THERAPEUTICS, INC., as Borrower
By: | /s/ Alfred Altomari |
Name: Alfred Altomari
Title: Chairman and Chief Executive Officer
PERCEPTIVE CREDIT HOLDINGS III, LP,
as Agent and Lender
By: Perceptive Credit Opportunities GP, LLC, its general partner
By: | /s/ Sandeep Dixit |
Name: Sandeep Dixit
Title: Chief Credit Officer
By: | /s/ Sam Chawla |
Name: Sam Chawla
Title: Portfolio Manager
ANNEX A
Marked Credit Agreement
ANNEX B
Conformed Credit Agreement
(Third Amendment)