FIRST AMENDMENT AND CONSENT
THIS FIRST AMENDMENT AND CONSENT, dated as of February 19, 2020 (this First Amendment), to the Credit Agreement, dated as of May 24, 2019 (as the same may from time to time be amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), by among others, MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the Borrower), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the Administrative Agent).
The Borrower has requested that the Lenders and the Administrative Agent agree to make certain amendments to the Credit Agreement, including increasing the Revolving Credit Commitments by $35,000,000 and making certain other modifications as set forth more fully herein, and that the Lenders and the Administrative Agent consent to the purchase by the Borrower of all of the equity interests in Exalenz Bioscience Ltd., a company organized under the laws of Israel. The Administrative Agent and the Lenders are willing to agree to so amend the Credit Agreement and provide such consent, but only pursuant to the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements, provisions and covenants herein contained, the parties to this First Amendment hereby agree, on the terms and subject to the conditions set forth herein, as follows:
Section 1. Definitions. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.
Section 2. Amendments.
(a) Section 1.1 of the Credit Agreement (Certain Definitions) is hereby amended by inserting the following new terms in the appropriate alphabetical order:
Exalenz Acquisition means the acquisition by the Borrower of all of the equity interests of Exalenz Bioscience Ltd., a company organized under the laws of Israel pursuant to that certain Agreement and Plan of Merger dated as of February 19, 2020 by and among Borrower, APM Trust Shelf 14 LTD. and Exalenz Bioscience Ltd. as the same may be amended, restated, supplemented or otherwise modified from time to time.
First Amendment Effective Date means February 19, 2020.
(b) Section 1.1 of the Credit Agreement (Certain Definitions) is hereby amended by inserting the following to appear as the last sentence of the definition of Permitted Acquisitions appearing therein:
For the avoidance of doubt, the Exalenz Acquisition shall be deemed a Permitted Acquisition for all purposes of this Agreement and the other Loan Documents.
(c) Part 1 to Schedule 1.1(B) of the Credit Agreement (Commitments of Lenders and Addresses for Notices to Lenders) is amended and restated in its entirety to appear as set forth on Schedule 1.1(B) attached hereto.