Exhibit 10.35
Third Amendment to Credit Agreement and Guaranty
This Third Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of February 29, 2024 (the “Third Amendment Effective Date”), by and among Biodesix, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto constituting Majority Lenders and Perceptive Credit Holdings IV, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
Recitals:
A. The Lenders have extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of November 16, 2022 (as amended pursuant to that certain First Amendment to Credit Agreement and Guaranty, dated as of May 10, 2023, as amended pursuant to that certain Second Amendment to Credit Agreement and Guaranty, dated as of August 4, 2023, and as further amended, restated, supplemented or otherwise modified prior to the Third Amendment Effective Date, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”).
B. The Borrower has requested that the Administrative Agent and the Lenders agree to amend certain provisions of the Existing Credit Agreement.
C. The parties hereto agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
(A) The definition of “Fee Letter” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
“‘Fee Letter’ means that certain Fee Letter, originally dated as of the Closing Date, among the Obligors, the Lenders and the Administrative Agent, as amended and restated on the First Amendment Effective Date, as amended and restated on the Second Amendment Effective Date, as amended and restated on February 29, 2024, and as may be further amended from time to time.”
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[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
Biodesix, INC., as Borrower | |
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By: | /s/ ROBIN HARPER COWIE |
Name: | Robin Harper Cowie |
Title: | Chief Financial Officer |
ADMINISTRATIVE AGENT AND LENDERS CONSTITUTING MAJORITY LENDERS: | |
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PERCEPTIVE CREDIT HOLDINGS IV, LP, as Agent and Lender | |
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By: | Perceptive Credit Opportunities GP, LLC, its general partner |
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By: | /s/ SANDEEP DIXIT |
Name: | Sandeep Dixit |
Title: | Chief Credit Officer |
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By: | /s/ SAM CHAWLA |
Name: | Sam Chawla |
Title: | Portfolio Manager |
[Signature Page to Third Amendment to Credit Agreement and Guaranty]