SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT
This SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT (this Amendment) dated April 27, 2020, is by and between RTI Surgical Holdings, Inc., a Delaware Corporation (Parent), and Ardi Bidco Ltd., a Delaware Corporation (Buyer, and together with Parent, each a Party and, collectively, the Parties).
WHEREAS, the Parties entered into that certain Equity Purchase Agreement (the Initial Purchase Agreement), dated January 13, 2020, by and between Parent and Buyer, pursuant to which, among other things, Buyer agreed to purchase from Parent, and Parent agreed to sell or contribute to Buyer, all of the Securities, on the terms and subject to the conditions contained in the Purchase Agreement;
WHEREAS, the Parties entered into that certain First Amendment to Equity Purchase Agreement, dated March 6, 2020 (the First Amendment), pursuant to which the Parties amended the Initial Purchase Agreement on the terms and subject to the conditions set forth therein (the Initial Purchase Agreement, as amended, the Purchase Agreement); and
WHEREAS, the Parties desire to amend the Purchase Agreement as set forth herein in accordance with Section 13.6 of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
A. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Purchase Agreement.
B. Amendments to Purchase Agreement.
1. The definition of Base Purchase Price in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Four Hundred Forty Million Dollars ($440,000,000) in cash.
2. The definition of Facilities Agreement in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
means that certain Senior Facilities Agreement, dated as of February 28, 2020, by and among, inter alios, Ardi Topco Ltd., a Delaware corporation, Buyer, U.S. Metals Topco Ltd., a Delaware corporation, and U.S. Metals Bidco Ltd., a Delaware corporation, the lenders party thereto and Ares Capital Corporation, in its capacity as agent for such lenders and as security agent.