Execution Version
AMENDMENT NO. 1 TO FINANCING AGREEMENT
This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”), dated as of March 15, 2024, is entered into by and among ORTHOFIX MEDICAL INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the lenders party hereto which constitute the Required Lenders under and as defined in the Financing Agreement, and BLUE TORCH FINANCE, LLC, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
RECITALS:
WHEREAS, reference is hereby made to that certain Financing Agreement, dated as of November 6, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Financing Agreement” and, as amended by this Agreement, the “Financing Agreement”); capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Financing Agreement), by and among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and the Administrative Agent;
WHEREAS, pursuant to and in accordance with Section 12.02 of the Existing Financing Agreement and subject to the conditions set forth herein, the Loan Parties set forth herein, the Administrative Agent and the Required Lenders hereby agree to amend the Existing Financing Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
(a) Asset Coverage. As of the last day of each fiscal month, beginning on the fiscal month ending October 31, 2023, permit
(i) the aggregate principal amount of the Loans to exceed
(ii) the sum of the following (such sum, “Asset Coverage”):
(A) for the fiscal month ending June 30, 2024 and each fiscal month ended thereafter, if Liquidity is less than $40,000,000,
(1) 75% multiplied by the applicable Asset Coverage Percentage multiplied by Eligible Accounts plus
(2) 65% multiplied by the applicable Asset Coverage Percentage multiplied by Eligible Inventory plus
(3) 45% multiplied by the applicable Asset Coverage Percentage multiplied by Eligible Equipment and
(B) otherwise,
(1) 50% of the Book Value of Accounts of of Parent and its Subsidiaries plus
(2) 35% of the Book Value of Inventory of of Parent and its Subsidiaries plus
(13) 20% of the Book Value of Equipment of of Parent and its Subsidiaries.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first above written.
BORROWER:
ORTHOFIX MEDICAL INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
GUARANTORS:
[ ]
ORTHOFIX SERVICES LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ORTHOFIX US LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ISOTIS, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ISOTIS ORTHOBIOLOGICS, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE HOLDINGS CORPORATION
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Financing Agreement]
SEASPINE ORTHOPEDICS INTERMEDIATECO, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE ORTHOPEDICS CORPORATION
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE SALES LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
THEKEN SPINE LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ORTHOFIX NETHERLANDS B.V.
By: /s/ MAX KLOOSTERHUIS
Name: Max Kloosterhuis
Title: Director
By: /s/ STACY KOHN
Name: Stacy Kohn
Title: Director
7D SURGICAL ULC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
PROJECT MAPLE LEAF HOLDINGS
By: /s/ STACY KOHN
Name: Stacy Kohn
Title: Vice President
ORTHOFIX LIMITED
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Financing Agreement]
ISOTIS INTERNATIONAL SARL
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Financing Agreement]
[LENDERS]
ORTHOFIX AUSTRALIA PTY LIMITED
ACN 164 431 627
in accordance with section 127 of the Corporations Act 2001 (Cth):
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
By: /s/ STACY KOHN
Name: Stacy Kohn
Title: Vice President
Address: Level 46, Tower One- International Towers Sydney
100 Barangaroo Avenue
Barangaroo, NSW 2000
Australia
[Signature Page to Amendment No. 1 to Financing Agreement]
BLUE TORCH FINANCE LLC.,
as Collateral Agent and Administrative Agent
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BTC OFFSHORE HOLDINGS FUND III LLC
By: Blue Torch Offshore Credit Opportunities Master Fund III LP, its Sole Member
By: Blue Torch Offshore Credit Opportunities GP III LLC, its General Partner
By: KPG BTC Management LLC, its managing member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BTC HOLDINGS SC FUND LLC
By: Blue Torch Credit Opportunities SC Master Fund LP, its sole member
By: Blue Torch Credit Opportunities SC GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BLUE TORCH CREDIT OPPORTUNITIES FUND III LP
By: Blue Torch Credit Opportunities GP III LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BTC HOLDINGS KRS FUND LLC
By: Blue Torch Credit Opportunities KRS Fund LP, its sole member
By: Blue Torch Credit Opportunities KRS GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
[Signature Page to Amendment No. 1 to Financing Agreement]
BTC HOLDINGS SBAF FUND LLC
By: Blue Torch Credit Opportunities SBAF Fund LP, its sole member
By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BLUE TORCH CREDIT OPPORTUNITIES UNLEVERED FUND III LP
By: Blue Torch Credit Opportunities GP III LLC, its general partner
By: KPG BTC Management LLC, its managing member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
[Signature Page to Amendment No. 1 to Financing Agreement]
Schedule 1 – Conditions Subsequent
On file with the Collateral Agent.