Exhibit 10.12
Execution Version
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CERUS CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CERUS CORPORATION IF PUBLICLY DISCLOSED.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN)
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY
AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of the 5th day of January, 2024, by and among CERUS CORPORATION, a Delaware corporation (“Borrower”), MIDCAP FUNDING IV 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, which amendments to the Existing Credit Agreement shall be effective as of December 31, 2023:
““Annual Cash Burn Amount” means, as of any date of determination, an amount equal to the product of (a) 12 multiplied by (b) the Monthly Cash Flow Loss Amount on such date of determination.”
““Monthly Cash Flow Loss Amount” means with respect to Borrowers and their Consolidated Subsidiaries (excluding CEZB), as of any date of determination, an amount equal to (a) net cash used in operating activities and the making of capital expenditures by Borrowers and their Consolidated Subsidiaries (excluding CEZB) (“Cash Flow”) determined as follows: (i) in the case of the immediately [***] period, as determined as of the last day of [***] and based upon the financial statements delivered to Agent pursuant to Section 4.1(a) or (c), as applicable, in accordance with this Agreement, or (ii) in the case of the immediately [***] period, as determined based upon the projections delivered to Agent pursuant to Section 4.1(o) (as the same may be updated from time to time with the consent of Agent in its sole discretion), using whichever calculation as between clause (i) and clause (ii) demonstrates [***], in both cases, divided by [***].”
““Springing IP Lien/Joinder Event” means (a) that, as of the close of business on any day, Borrower U.S. Unrestricted Cash is less than the greater of (x) $[***] and (y) the Annual Cash Burn Amount applicable on such day or (b) Agent provides written notice to Borrower Representative that an Event of Default has occurred and is continuing.”
“(o) within [***] days after the start of each fiscal year, Cash Flow projections for the forthcoming [***] fiscal years, on [***], which Cash Flow projections, in each case, shall have been approved by Borrower’s Board of Directors in their reasonable and good faith discretion;”
[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 FUNDING IV 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 IV 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: /s/ Kristin Hester Name: Kristin Hester
Title: Chief Legal Officer
BORROWERS: CERUS CORPORATION
By: /s/ Kevin D. Green
Name: Kevin D. Green
Title: VP, Finance & Chief Financial Officer
Annex A
Exhibit B to Credit Agreement (Form of Compliance Certificate)
COMPLIANCE CERTIFICATE
This Compliance Certificate is given by , a Responsible Officer of Cerus Corporation, a Delaware corporation (the “Borrower Representative”), pursuant to that certain Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan) dated as of March 31, 2023 among the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), the Guarantors party thereto, MidCap Funding IV Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.
The undersigned Responsible Officer hereby certifies to Agent and Lenders that:
1 To be included only with respect to quarterly compliance certificates
2 To be included only with respect to quarterly compliance certificates.
3 To be included only with respect to quarterly compliance certificates.
4 To be included only with respect to quarterly compliance certificates.
5 To be included only with respect to quarterly compliance certificates.
6 To be included only with respect to quarterly compliance certificates.
$[ ];
$[ ];
$[ ];
$[ ]];8
(ii) for the immediately [***] period based upon the projections delivered to Agent pursuant to Section 4.1(o) of the Credit Agreement is $[ ]. The greater of (x) and (y) divided by six (6) is $[ ];
Borrowers and Guarantor are [NOT] in compliance with the covenant contained in Article 6 of the Credit Agreement, and in any Guarantee constituting a part of the Financing Documents, as demonstrated by the calculation of such covenants below, except as set forth below; in determining such compliance, the following calculations have been made: [See attached worksheets]. Such calculations and the certifications contained therein are true, correct and complete.
The foregoing certifications and computations are made as of , 20 (end of month) and as of , 20 .
8 To be included only if other Restricted Foreign Subsidiaries exist.
9 To be included quarterly or in connection with an amortization extension or borrowing request.
Sincerely,
CERUS CORPORATION
By: Name: Title:
Annex B
Annual Cash Burn Amount Calculation
(see attached)
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