FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this Agreement) dated as of January 11, 2019 (the Fourth Amendment Effective Date) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (Venus Canada), VENUS CONCEPT USA INC., a Delaware corporation (Venus USA and together with Venus Canada, each a Borrower and collectively, the Borrowers), VENUS CONCEPT LTD., an Israeli corporation (the Parent), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
WHEREAS, the Borrowers, the Parent, the Guarantors, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of October 11, 2016 (as amended by that certain First Amendment to Credit Agreement and Investment Documents dated as of May 25, 2017, that certain Second Amendment to Credit Agreement and Consent Agreement dated as of February 15, 2018, that certain Third Amendment to Credit Agreement and Waiver dated as of August 14, 2018, and as further amended or modified from time to time, the Credit Agreement);
WHEREAS, the Loan Parties have requested that the Credit Agreement be amended to provide for certain modifications of the terms of the Credit Agreement;
WHEREAS, the Lenders are willing to amend the Credit Agreement subject to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Effective as of the Fourth Amendment Effective Date, Schedule 1.01 and Part B-2 of Schedule 6.17 to the Credit Agreement are hereby amended and restated in their entirety to read as provided on Schedule 1.01 and Schedule 6.17, Part B-2 hereto, respectively.
2. Conditions Precedent.
This Agreement shall be effective upon satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Loan Parties, the Lenders and the Administrative Agent;
(b) receipt by the Administrative Agent of counterparts of the Term B Notes duly executed by the Borrowers;