Waiver and Second Amendment to Credit Agreement, dated as of March 25, 2019, by and among Tactile Systems Technology, Inc., the lenders party thereto and Wells Fargo Bank, National Association
WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
This Waiver and Second Amendment to Credit Agreement (this “Amendment”) is entered into as of March 25, 2019, by and among (a) Tactile Systems Technology, Inc., a Delaware corporation (dba Tactile Medical) (“Borrower”), (b) the Lenders who are party to this Amendment and the Lenders who may become a party to this Amendment pursuant to the terms of the Credit Agreement (defined below) (collectively, the “Lenders”), and (c) Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders (“Agent”). This Amendment is consented and agreed to by the Guarantors.
TERMS OF AGREEMENT
In consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower, Lenders and Agent hereby agree as follows:
1. Waiver of Certain Defaults.
2. Amendment and Restatement of Section 8.1(c). Section 8.1(c) of the Loan Agreement is amended and restated in its entirety as follows:
(c)Annual Business Plan and Budget. As soon as practicable and in any event within sixty (60) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing one fiscal year, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth in Section 9.15, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and its Subsidiaries for such period.
3. Representations and Warranties. Borrower represents and warrants as follows:
4. Guaranties. All guaranties of the Obligations remain in full force and effect, and all Guarantors hereby (a) consent to the modifications and changes in terms to the Loan Agreement described herein; and (b) reaffirm their guaranty obligations described in such guaranties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
By: /s/ Brent Moen
Name: Brent Moen
[Borrower and Guarantor Signature Page to Waiver and Second Amendment to Credit Agreement]
[Lenders and Agent Signature Page to Waiver and Second Amendment to Credit Agreement]