TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this Amendment) dated and effective as of November 12, 2019 (the First Amendment Effective Date) by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (Holdings), ORGANOGENESIS INC., a Delaware corporation (Organogenesis) and PRIME MERGER SUB, LLC, a Delaware limited liability company (Prime, and together with Holdings and Organogenesis, individually and collectively, the Borrower), the several banks and other financial institutions from time to time party to this Agreement (each a Lender and, collectively, the Lenders), SILICON VALLEY BANK (SVB), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender are parties to that certain Credit Agreement dated as of March 14, 2019 (as amended, modified, supplemented or restated and in effect from time to time, the Credit Agreement); and
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to modify and amend certain terms and conditions of the Credit Agreement to, modify the post-closing covenants, subject to the terms and conditions contained herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement or in the other Loan Documents referred to in the recitals hereto, as applicable.
2. Amendment to the Credit Agreement. The Credit Agreement is hereby amended by deleting Section 6.20 in its entirety and inserting the following in lieu thereof:
6.20 65 Dan Road Lease, 85 Dan Road Lease, 150 Dan Road Lease and 275 Dan Road Lease Agreements (the Lease Agreements). Borrower shall remain in compliance with each of the Lease Agreements, as applicable. On or before December 31, 2019, Borrower shall provide to Administrative Agent a fully executed original Collateral Assignment of Leases, Right to Assign Leases and Landlords Consent for each of the Lease Agreements, each in a form and substance acceptable to Administrative Agent in all respects. In addition, on or before December 31, 2021, Borrower shall have entered into a written amendment or extension agreement extending the applicable termination date under each of the Lease Agreements to a date beyond the Revolving Termination Date and the Term Loan Maturity Date, which amendment or extension shall in each case be in form and substance acceptable to the Administrative Agent in all respects.