Third Amendment to Credit Agreement, dated as of August 2, 2019, by and among Tactile Systems Technology, Inc., the lenders party thereto and Wells Fargo Bank, National Association
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of August 2, 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. Amendment and Restatement of Section 8.21(a). Section 8.21(a) of the Loan Agreement is amended and restated in its entirety as follows:
(a) Cash Management. By no later than March 31, 2020, the Borrower and its Subsidiaries shall (i) open deposit accounts with Wells Fargo (such accounts collectively, the “Primary Cash Management Accounts”), and (ii) maintain all of their cash management and operating accounts (other than as relates to credit cards) with Wells Fargo. The Borrower and its Subsidiaries shall use commercially reasonable efforts to direct all customers and any other Persons making payments to make payments to the Primary Cash Management Accounts promptly upon the opening of the Primary Cash Management Accounts. Any Subsidiary of the Borrower acquired or created after the Closing Date shall comply with the terms of this Section 8.21(a) within the later of (i) March 31, 2020; and (ii) ninety (90) days of such acquisition or creation. The Primary Cash Management Accounts shall not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent.
2. Representations and Warranties. Borrower represents and warrants as follows:
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 Third Amendment to Credit Agreement]
[Lenders and Agent Signature Page to Third Amendment to Credit Agreement]