TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this Amendment) dated and effective as of February 13, 2020 (the Second 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 by that certain First Amendment to Credit Agreement dated as of November 12, 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 a financial covenant, 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 the final paragraph of Section 7.1(a) in its entirety and inserting the following in lieu thereof:
The minimum Consolidated Revenue requirements for the quarterly periods ending March 31, 2020 and thereafter shall be determined no later than March 31 of each applicable fiscal year, by the Required Lenders, in their reasonable discretion following review of the board-approved Projection delivered pursuant to Section 6.2(c) hereof and consultation with Borrower; provided that such minimum Consolidated Revenue requirements shall in any event not be less than the greater of (i) 85% of the Consolidated Revenue reflected in such board-approved Projections and (ii) 10% year-over-year growth, when compared to each corresponding fiscal quarter from the prior fiscal year.