FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER AGREEMENT (this Amendment) is dated as of March 8, 2019, and is entered into by and among RTI SURGICAL, INC., a Delaware corporation (Borrower Representative), PIONEER SURGICAL TECHNOLOGY, INC., a Michigan corporation (together with Borrower Representative, each, a Borrower and, collectively, the Borrowers), the other Loan Parties listed on the signature pages hereto (the Existing Guarantors), BEARS HOLDING SUB, INC., a Delaware corporation (Bears), PARADIGM SPINE, LLC, a Delaware limited liability company (Paradigm), FOURTH DIMENSION SPINE, LLC, a Delaware limited liability company (Fourth), ANDIS BELMARALL, LLC, a Delaware limited liability company (Andis, together with Bears, Paradigm and Fourth, each, a Joining Guarantor; together with the Existing Guarantors, collectively, the Guarantors and each, a Guarantor; together with the Borrowers, collectively the Loan Parties and each, a Loan Party), the Lenders party hereto and JPMorgan Chase Bank, N.A. in its capacity as administrative agent (Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Borrowers, the other Loan Parties party thereto, the Administrative Agent, and the other lenders from time to time party thereto (the Lenders), are parties to that certain Credit Agreement dated as of June 5, 2018 (as amended, modified and supplemented from time to time, the Credit Agreement; capitalized terms not otherwise defined herein have the definitions provided therefor in the Credit Agreement);
WHEREAS, pursuant to that certain Consent Under Credit Agreement dated as of November 1, 2018 (the Paradigm Consent), by and among the Borrowers, the other Loan Parties listed on the signature pages thereto, the Lenders party thereto and Administrative Agent, the Administrative Agent and Lenders consented to the purchase of all of the Equity Interests of Paradigm Spine, LLC by the Company;
WHEREAS, pursuant to the terms of the Paradigm Consent, the Borrowers, the other Loan Parties party thereto, and the Lenders and the Administrative Agent agreed to amend the Credit Agreement to (A) reduce the Aggregate Revolving Commitment to $75,000,000, (B) join new Loan Parties acquired pursuant to the Paradigm Acquisition (as defined in the Paradigm Consent) to the Loan Documents as Borrowers and/or Loan Guarantors, (C) permit the Second Lien Loans and Liens securing the Second Lien Loans (as such terms are defined in the Paradigm Consent), and (D) make related changes to the Credit Agreement and the other Loan Documents in each case consistent with the Documentation Principles (as defined in the Paradigm Consent); and
WHEREAS, the Borrowers, the other Loan Parties, the Lenders party hereto and the Administrative Agent have agreed to modify the Credit Agreement as provided herein, in each case subject to the terms and provisions hereof.
NOW THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below, in reliance upon the representations and warranties of the Loan Parties set forth in Section 5 below, the Credit Agreement is hereby amended as follows:
(a) Each reference in the Credit Agreement to the Borrower and its Subsidiaries, the Borrowers or their Subsidiaries, the Borrower Representative or their Subsidiaries or the Borrower or