Exhibit 10.2
Execution Version
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN)
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY
AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of the 1st day of September, 2023, by and among CERUS CORPORATION, a Delaware corporation (“Borrower”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
RECITALS
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrower hereby agree as follows:
“First Amendment Effective Date” means September 1, 2023.
“(c) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers (i) a term loan on the First Amendment Effective Date in an aggregate original principal amount equal to Five Million Dollars ($5,000,000) and (ii) a term loan on a Business Day occurring after the First Amendment Effective Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date (such date, together with the First Amendment Effective Date, each a “Term Loan Tranche 3 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitment less any amounts funded pursuant to clause (i) hereof (the term loans made pursuant to clauses (i) and (ii) above, collectively, the “Term Loan Tranche 3”). For the avoidance of doubt, the aggregate Term Loan Tranche 3 made pursuant to this Section 2.1(a)(i)(C) shall not exceed the Term Loan Tranche 3 Commitments. Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Amount, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan Tranche 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.”
“(e) in the case of a borrowing of the Term Loan Tranche 3 (other than the Term Loan Tranche 3 borrowing on the First Amendment Effective Date), the most recent Compliance Certificate delivered (or required to be delivered) to Agent prior to the date of the proposed Term Loan Tranche 3 funding demonstrates to Agent’s reasonable satisfaction that (i) if the Term Loan Tranche 3 Funding Date is on or prior to [***], Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to
[***] or (ii) if the Term Loan Tranche 3 Funding Date is after [***], Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to
[***];”
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, intending to be legally bound, the undersigned have executed this Agreement as of the day and year first hereinabove set forth.
AGENT: MIDCAP FINANCIAL TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem
Name: Maurice Amsellem
Title: Authorized Signatory
LENDER: MIDCAP FINANCIAL TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem
Name: Maurice Amsellem
Title: Authorized Signatory
LENDER: MIDCAP FUNDING XIII TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem
Name: Maurice Amsellem
Title: Authorized Signatory
MIDCAP FUNDING XXX TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem
Name: Maurice Amsellem
Title: Authorized Signatory
LENDER: MIDCAP FINANCIAL INVESTMENT
CORPORATION (formerly known as Apollo Investment Corporation)
By: Apollo Investment Management, L.P., as Advisor By: ACC Management, LLC, as its General Partner
By: /s/ Kristin Hester
Name: Kristin Hester
Title: Vice President
LENDER: ELM 2020-3 TRUST
By: MidCap Financial Services Capital Management, LLC, as Servicer
By:/s/ John O’Dea
Name: John O’Dea
Title: Authorized Signatory
LENDER: ELM 2020-4 TRUST
By: MidCap Financial Services Capital Management, LLC, as Servicer
By: /s/ John O’Dea
Name: John O’Dea
Title: Authorized Signatory
BORROWERS:
CERUS CORPORATION:
By: /s/ Kevin D. Green____________
Name: Kevin D. Green
Title: VP Finance and CFO