Exhibit 10.3
FIRST AMENDMENT TO
BUSINESS LOAN AGREEMENT
THIS FIRST AMENDMENT to Business Loan Agreement (this “Agreement”) is entered into to be effective as of the 10th day of November, 2022, by and between PARAGON 28, INC., a Delaware corporation, as Borrower (“Borrower”), and ZIONS BANCORPORATION, N.A. DBA VECTRA BANK COLORADO, as Lender (“Lender”).
RECITALS
Agreement
Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
“Cash Flow” has the meaning provided in the Compliance Certificate.
“Consolidated Adjusted EBITDA” has the meaning provided in the Compliance Certificate.
“Liquidity” means, as of any date of determination, for Borrower and its Subsidiaries on a consolidated basis, the sum of (a) unencumbered cash, plus (b) unencumbered Cash Equivalents, plus (c) availability under the MidCap Revolving Credit Agreement; provided that the maturity date of the MidCap Revolving Credit Agreement as of such date of determination is at least twelve (12) months from such date.
“Liquidity Ratio” means, as of any date of determination, for Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) Liquidity to (b) Cash Flow, in each case as measured on the basis of the one-month average of the immediately preceding three month period.
DOCPROPERTY "CUS_DocIDChunk0" 4870-6004-7677.3
“Net Revenue” means, for any period, for Borrower and its Subsidiaries on a consolidated basis, (a) gross revenue for such period, minus the sum of (b) discounts, returns and commissions for such period.
“Net Revenue Growth” means, for any fiscal quarter, for Borrower and its Subsidiaries on a consolidated basis, (a) (i) Net Revenue for such fiscal quarter, divided by (ii) Net Revenue for the corresponding fiscal quarter of the prior fiscal year, minus (b) one (1), multiplied by (c) one hundred (100).
“Section 5.21 Financial Covenants.
DOCPROPERTY "CUS_DocIDChunk0" 4870-6004-7677.3
DOCPROPERTY "CUS_DocIDChunk0" 4870-6004-7677.3
[Signature Page Follows]
DOCPROPERTY "CUS_DocIDChunk0" 4870-6004-7677.3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
BORROWER:
PARAGON 28, INC.,
a Delaware corporation
|
|
|
| By: |
| /s/ Jonathan Friedman |
|
|
|
| Name: |
| Jonathan Friedman |
|
|
|
| Title: |
| General Counsel and Secretary |
DOCPROPERTY "CUS_DocIDChunk0" 4870-6004-7677.3
LENDER:
ZIONS BANCORPORATION, N.A. dba Vectra Bank Colorado
|
|
|
| By: |
| /s/ Alex West |
|
|
|
| Name: |
| Alex West |
|
|
|
| Title: |
| AVP Assistant Relationship Manager |
DOCPROPERTY "CUS_DocIDChunk0" 4870-6004-7677.3