Letter Agreement dated as of August 6, 2019 by and among Organogenesis Inc., Dan Road Associates LLC, 85 Dan Road Associates LLC, 275 Dan Road SPE LLC and 65 Dan Road SPE LLC
Exhibit 10.1
ORGANOGENESIS INC.
August 6, 2019
Dan Road Associates LLC
85 Dan Road Associates LLC
275 Dan Road SPE LLC
65 Dan Road SPE LLC
Ladies and Gentlemen:
Reference is made to (a) the Credit Agreement dated as of March 14, 2019 (the Credit Agreement) among Organogenesis Holdings Inc., Organogenesis Inc. (the Tenant) and Prime Merger Sub, LLC (collectively, the Borrower), the lenders from time to time party thereto (the Lenders), and Silicon Valley Bank, as administrative agent (the Administrative Agent), and (b) the Subordination Agreement, dated as of March 14, 2019 (the Subordination Agreement) among each of you (collectively, the Creditors) and the Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Credit Agreement. Each of the Creditors, as a landlord or parent entity of a landlord party to the leases identified on Schedule I hereto (together with any replacements, amendments or modifications, the Leases), has extended credit accommodations to the Tenant under the Leases. Pursuant to the Subordination Agreement, the Creditors agreed to subordinate all obligations of the Tenant (and the other Borrowers) to the Creditors (including, without limitation, rent, interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) existing as of March 14, 2019, in each case in respect of Tenants accrued but unpaid rent obligations under the Leases as of March 14, 2019, in an amount equal to $10,335,513.47 (the Subordinated Debt). Pursuant to the Subordination Agreement, the Borrowers will not pay all or any part of the Subordinated Debt until the Senior Debt (as defined in the Subordination Agreement) has been fully paid.
The parties hereto agree that each Creditor shall be entitled to receive interest on the Subordinated Debt, for the period commencing April 1, 2019, at a rate per annum equal to the greater of (A) the Prime Rate plus three and three-quarters of one percent (3.75%) and (B) nine and one-quarter of one percent (9.25%), which is the rate applicable to Term Loans under the Credit Agreement (the Term Loan Rate).
Accrued interest is payable in cash on the date when Subordinated Debt is repaid (as to the principal amount so repaid). Accrued but unpaid interest shall not itself bear interest.
This letter agreement and the terms hereof will be governed by and construed in accordance with the laws of the State of New York. This letter agreement may be executed in counterparts. Please indicate your acceptance hereof by signing in the space provided below.
ORGANOGENESIS INC. | ||
By: | /s/ Timothy M. Cunningham | |
Name: | Timothy M. Cunningham | |
Title: | Chief Financial Officer |
Agreed to and Accepted:
DAN ROAD ASSOCIATES LLC | ||
By: | /s/ Alan Ades | |
Name: | Alan Ades | |
Title: | Manager |
85 DAN ROAD ASSOCIATES LLC | ||
By: | /s/ Alan Ades | |
Name: | Alan Ades | |
Title: | Manager |
275 DAN ROAD SPE LLC | ||
By: | /s/ Alan Ades | |
Name: | Alan Ades | |
Title: | Manager |
65 DAN ROAD SPE LLC | ||
By: | /s/ Alan Ades | |
Name: | Alan Ades | |
Title: | Manager |
Schedule I
Leases
Landlord | Leased Premises | Creditor Parent of Landlord | Allocated Portion of | |||
65 Dan Road SPE, LLC | 65 Dan Road, Canton, MA | N/A | $1,046,059.71 | |||
85 Dan Road Associates LLC | 85 Dan Road, Canton, MA | N/A | $2,222,756.12 | |||
Dan Road Associates, LLC | 150 Dan Road, Canton, MA | N/A | $2,003,909.23 | |||
275 Dan Road SPE LLC | 275 Dan Road, Canton, MA | 275 Dan Road Associates, LLC | $5,062,788.41 | |||
Total | $10,335,513.47 |