Exhibit 10.10
SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Agreement”) dated as of April 25, 2019 (the “Sixth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrowers, the Parent, the Guarantors, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of October 11, 2016 (as amended by that certain First Amendment to Credit Agreement and Investment Documents dated as of May 25, 2017, that certain Second Amendment to Credit Agreement and Consent Agreement dated as of February 15, 2018, that certain Third Amendment to Credit Agreement and Waiver dated as of August 14, 2018, that certain Fourth Amendment to Credit Agreement dated as of January 11, 2019, that certain Fifth Amendment to Credit Agreement dated as of March 15, 2019, and as further amended or modified from time to time, the “Credit Agreement”);
WHEREAS, the Loan Parties have requested that the Credit Agreement be amended to provide for certain modifications of the terms of the Credit Agreement;
WHEREAS, the Lenders are willing to amend the Credit Agreement subject to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Amendment. Effective as of the Sixth Amendment Effective Date, Section 8.03(g) of the Credit Agreement is hereby amended by deleting the reference to “$7,500,000” appearing therein and replacing it with “$10,000,000”.
2.Consent. Subject to the other terms and conditions of this Agreement and notwithstanding Section 8.12(d) of the Credit Agreement, the Lenders hereby consent to the amendments to the Permitted Senior Revolving Credit Documents set forth in (a) that certain Second Amendment and Waiver to Amended and Restated Loan Agreement, dated as of the Sixth Amendment Effective Date, by and among the Borrowers and the Permitted Senior Revolving Credit Lender and (b) that certain Second Amended and Restated Revolving Promissory Note, dated as of the Sixth Amendment Effective Date, delivered by the Borrowers in favor of the Permitted Senior Revolving Credit Lender, in each case, attached hereto asExhibit A. The above consent shall not otherwise modify or affect the Loan Parties’ obligations to comply fully with the terms of Section 8.12(d) of the Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document in the future and is limited solely
