FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this Amendment) is entered into as of March 2, 2020, by and among RTI SURGICAL, INC., a Delaware corporation (the Borrower), the other Persons party hereto that are designated as a Loan Party on the signature pages hereof, ARES CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, the Administrative Agent), and the LENDERS signatory hereto, which Lenders constitute the Required Lenders, each in their individual capacity as a Lender under the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, the other Loan Parties, the Administrative Agent and the Lenders from time to time party thereto are parties to that certain Second Lien Credit Agreement, dated as of March 8, 2019 (as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time, the Credit Agreement);
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend certain provisions of the Credit Agreement; and
WHEREAS, on the terms subject to the conditions set forth in this Amendment, the Administrative Agent and the Consenting Lenders are willing to agree to such amendments;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Amendments to Credit Agreement. Effective upon the satisfaction of the conditions set forth in Section 3 hereof, the parties hereto hereby agree as follows:
a. The definition of EBITDA set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the and immediately prior to clause (a)(x) thereof, inserting and at the end of such clause (a)(x) and adding a new clause (a)(xi) at the end of such clause (a), which shall read in its entirety as follows:
(xi) any non-recurring fees, cash charges and other cash expenses made or incurred prior to January 1, 2022, in connection with the Disposition contemplated by the Equity Purchase Agreement; provided that the aggregate amount added back to EBITDA pursuant to this clause (xi) shall not exceed $9,000,000,
b. Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical order in such Section:
Equity Purchase Agreement means that certain the Equity Purchase Agreement, dated January 13, 2020, between the Borrower and Ardi Bidco Ltd., a Delaware corporation, as in effect on the First Amendment Effective Date.
First Amendment means the First Amendment to Second Lien Credit Agreement, dated as of March 2, 2020, among the Borrower, the Administrative Agent, the Loan Parties that are parties thereto and the Lenders that are parties thereto.