TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this Amendment) dated and effective as of March 26, 2020 (the Third 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, and as further amended by that certain Second Amendment to Credit Agreement dated as of February 13, 2020 (as amended, modified, supplemented or restated and in effect from time to time, the Credit Agreement);
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; and
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. Amendments to the Credit Agreement.
| ||(a) || |
Definitions. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:
Non-PuraPly Revenue: is, as of any date of measurement, all revenues received by Borrower for the applicable calculation period excluding revenues received by Borrower from the sale of Wound Care PuraPly AM and XT and Surgical PuraPly AM and MZ.
| ||(b) || |
Definitions. Section 1.1 of the Credit Agreement is hereby amended by deleting the following term and its existing definition and inserting the following in lieu thereof: