Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this “Amendment”) dated and effective as of April 17, 2023 (the “Second Amendment Effective Date”) by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto constituting the Required Lenders (as defined in the Credit Agreement referred to below), and SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“SVB”), as the Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders party thereto, the Administrative Agent, and SVB, as the Issuing Lender and the Swingline Lender, are parties to that certain Credit Agreement dated as of August 6, 2021 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”); and
WHEREAS, the Borrower has requested that the Required Lenders agree to modify and amend certain terms and conditions of the Credit Agreement, subject to the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
“ 6.10 Operating Accounts. Except as otherwise agreed to by the Administrative Agent, at all times until the Discharge of Obligations, maintain all of the Borrower’s and its Domestic Subsidiaries’ domestic operating accounts with any Lender, an Affiliate thereof or a Person for which a Lender or its Affiliate is the custodian; provided, however, that the Borrower may maintain non-primary deposit accounts with a third party deemed acceptable to the Administrative Agent in its reasonable discretion.”
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materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects (or all respects, as applicable) as of such earlier date.
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of law rules) of the State of New York. Section 10.14 of the Credit Agreement is hereby incorporated by reference.
[Signature pages follow]
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IN WITNESS WHEREOF, the patties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
BORROWER:
ORGANOGENESIS HOLDINGS INC.
Title: Chief Financial Officer
ADMINISTRATIVE AGENT AND LENDER:
FIRST-CITIZENS BANK & TRUST
COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank,
N.A. (as successor to Silicon Valley Bank))
By:
LENDER: CITIZENS BANK N.A.
By:
LENDER:
BANK OF AMERICA, N.A.
By:
Name: Irina Froment Title: Senior Vice President
LENDER:
PNC BANK, NATIONAL ASSOCIATION
By:
Title: Vice President
CONSENT AND REAFFIRMATION
Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Second Amendment to Credit Agreement (the "Second Amendment"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement as amended by the Second Amendment); (ii) consents to Borrower's execution and delivery of the Second Amendment; (iii) affirms that nothing contained in the Second Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; and (iv) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor. Each Guarantor hereby agrees that the Second Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The guarantee, Liens and rights securing payment of the Obligations (including as amended by the Second Amendment) are hereby ratified and confirmed by each Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, such Guarantor understands that neither the Administrative Agent nor any Lender has any obligation to inform such Guarantor of such matters in the future or to seek such Guarantor's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.
ny-2540232
ORGANOGENESIS INC.
By
Name: David Francisco
Title: Chief Financial Officer
PRIME MERGER SUB, LLC
By: Name: David Francisco
Title: Chief Financial Officer
[Signature Page - Consent and Reaffirmation]