FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is made and entered into as of February 27, 2020 by and among TRANSMEDICS, INC., a Delaware corporation (the Borrower), TRANSMEDICS GROUP, INC., a Massachusetts corporation (TransMedics Group), and TRANSMEDICS B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (TransMedics B.V. and together with TransMedics Group, the Guarantors and each, a Guarantor), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (the Lender).
WHEREAS, the Borrower and the Lender are party to that certain Credit Agreement, dated as of June 22, 2018, by and between the Borrower, as borrower, and the Lender, as lender (as heretofore amended, restated, amended and restated, supplemented or otherwise modified, the Credit Agreement);
WHEREAS, the Borrower wishes to amend certain provisions of the Credit Agreement as provided in this Amendment;
WHEREAS, Section 8.14(vi) of the Credit Agreement prohibits changing the Fiscal Year or Fiscal Quarter of the Borrower and pursuant to Section 10.1 of the Credit Agreement, the Credit Agreement may be amended in writing and consented to by the Lender and the Borrower.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.
2. Waiver. The Lender hereby waives any non-compliance by the Borrower, as a result of the change of the Borrowers Fiscal Year and Fiscal Quarters pursuant to this Amendment, with the covenant set forth in Section 8.14(vi) of the Credit Agreement.
3. Amendments to Section 1.1 of the Credit Agreement. Upon the satisfaction of the conditions precedent set forth in Section 4 below, the Lender and the Borrower hereby agree that the definitions of Fiscal Quarter and Fiscal Year in the Credit Agreement shall be amended and restated, respectively, as follows:
Fiscal Quarter means a fiscal quarter of any Fiscal Year ending each of March 31, June 30, September 30 and December 31.
Fiscal Year means the fiscal year of the Borrower ending December 31 of each calendar year.
4. Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by the Lender of counterpart signatures to this Amendment duly executed and delivered by the Lender, the Borrower and each Guarantor.