FIFTH AMENDMENT TO AMENDED AND RESTATED
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 9, 2020, is entered into by and among PETIQ, LLC, an Idaho limited liability company (“PetIQ”), the other Credit Parties signatory hereto (collectively with PetIQ, the “Borrowers”), the LENDERS signatory hereto, and EAST WEST BANK, a California banking corporation, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”), with reference to the following facts:
A. The Borrowers, the Lenders, and Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of January 17, 2018, as amended by the First Amendment to Amended and Restated Credit Agreement and Joinder dated as of August 9, 2018, the Second Amendment to Amended and Restated Credit Agreement dated as of March 25, 2019, and the Third Amendment to Amended and Restated Credit Agreement dated as of July 8, 2019, and as supplemented by the Consent Agreement dated as of October 17, 2018, the Joinder No. 1 to Amended and Restated Credit Agreement dated as of December 10, 2018, the consent letter dated May 7, 2019 from Administrative Agent to Borrower Representative, the Joinder No. 2 to Amended and Restated Credit Agreement dated as of July 23, 2019, and the Fourth Amendment to Amended and Restated Credit Agreement dated as of May 14, 2020 (collectively, the “Credit Agreement”) and certain other related Loan Documents, pursuant to which the Lenders provide the Borrowers a revolving credit facility with sub-facilities for letters of credit and swing line loans.
B. The parties hereto desire to amend the Credit Agreement as set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Defined Terms. All initially capitalized terms used in this Amendment (including in the recitals hereto) without definition shall have the respective meanings set forth for such terms in the Credit Agreement.
2. Addition of Definitions Relating to CAP IM Termination Agreement.
(a) Addition of Definition of CAP IM Agreements. Section 1.01 of the Credit Agreement is hereby amended and supplemented by adding therein a definition of “CAP IM Agreements” as follows:
“CAP IM Agreements” means, collectively, (a) the Exclusive Distribution and Supply Agreement dated August 22, 2014, as amended, between Cap Supply Inc. and PetIQ, LLC and (b) the Amended and Restated Exclusive License and Supply Agreement dated as of March 31, 2015 between CAP IM Supply, Inc. and PetIQ, LLC.