Exhibit 10.1
THIRD AMENDMENT TO
LOAN, GUARANTY AND SECURITY AGREEMENT
This THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of July 21, 2022, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “Guarantor”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).
RECITALS:
A. The Borrower, Guarantor, the Lenders and the Agent are parties to that certain Loan, Guaranty and Security Agreement, dated as of September 4, 2020 (as amended to but excluding the date hereof, the “Loan Agreement”); and
B. The Obligors have requested that the Agent and Lenders amend the Loan Agreement in certain respects as set forth below, and the Agent and Lenders are willing to do so, subject to the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:
Cash Collateralize: the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations (other than those set forth in clause (b), 105% of the aggregate LC Obligations, (b) with respect LC Obligations related to Letters of Credit supporting bank guarantees issued by Credit Suisse for the Obligors office located in Basel, Switzerland, Issuing Bank’s good faith estimate (using reasonable business judgment) of amounts due or to become due, and (c) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate (using its Permitted Discretion) of the amount due or to become due, including fees,
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expenses and indemnification hereunder. “Cash Collateralization” has a correlative meaning.
Permitted Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $40,000,000 at any time.
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
BORROWER:
INARI MEDICAL, INC.,
a Delaware corporation
By: /s/ Mitchell Hill
Name: Mitchell Hill
Title: CFO
Signature Page
Third Amendment to
Loan, Guaranty and Security Agreement
GUARANTOR:
INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation
By: /s/ Mitchell Hill
Name: Mitchell Hill
Title: CFO
Signature Page
Third Amendment to
Loan, Guaranty and Security Agreement
AGENT AND LENDERS:
BANK OF AMERICA, N.A., as the Agent and a Lender
By:/s/ Ron Bornstein
Name: Ron Bornstein
Title: Senior Vice President
Signature Page
Third Amendment to
Loan, Guaranty and Security Agreement