SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is effective as of September 21, 2021, by and between INOTIV, INC. (formerly known as Bioanalytical Systems, Inc.), an Indiana corporation (the “Borrower”), and FIRST INTERNET BANK OF INDIANA, an Indiana state bank (“Bank”). The parties agree as follows:
WHEREAS, as of April 30, 2021, the parties hereto entered into a certain Amended and Restated Credit Agreement (as amended, the “Agreement”);
WHEREAS, BAS Evansville, Inc., an Indiana corporation and Subsidiary of Borrower (“BAS Evansville”), is a guarantor of the Obligations of Borrower to Bank under the Agreement.
Dolphin Merger Sub, LLC, an Indiana limited liability company (“Merger Sub LLC”), and Dolphin Mergeco, Inc., a Delaware corporation (“Merger Sub”), each a wholly owned subsidiary of Borrower, desire to merge with and into Envigo RMS Holding Corp., a Delaware corporation (“Envigo”), pursuant to that certain Agreement and Plan of Merger to be dated on or about the date hereof by and among Merger Sub LLC, Merger Sub, Borrower (as Parent), Envigo, and Shareholder Representative Services LLC, a Colorado limited liability company (as Securityholder Representative) (the “Envigo Acquisition”).
WHEREAS, the Borrower desires to issue unsecured senior convertible notes in an amount of up to $150,000,000 pursuant to the terms of an Indenture by and among Borrower (as Issuer), BAS Evansville (as guarantor), and U.S. Bank National Association (as trustee) in order to finance, in part, the Envigo Acquisition (the “Indenture”);
WHEREAS, (i) pursuant to Section 5.1(f) of the Agreement, subject to Bank’s written consent, the Borrower may and may permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, and (ii) pursuant to Section 5.1(h) of the Agreement, subject to Bank’s consent, the Borrower may and may permit any Subsidiary to assume, guarantee or otherwise become liable as a guarantor or surety for the obligations of any Person. The Borrower has notified Bank of the intention of each of the Borrower and BAS Evansville to enter into the Indenture and to become liable for the indebtedness referenced therein, and the parties desire to acknowledge the Bank’s consent to such Indenture subject to the terms and conditions contained herein;
WHEREAS, the parties further desire to amend the Agreement to, among other things, modify certain definitions and other terms and provisions, all subject to the terms contained herein; and
NOW, THEREFORE, in consideration of the premises, and the mutual promises herein contained, the parties agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agree as follows: