Fifth Amendment to Credit Agreement and Guaranty
exhibit 10.1
Fifth Amendment to Credit Agreement and Guaranty
This Fifth Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of July 25, 2022 (the “Fifth Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as a lender and 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 February 10, 2020 (as amended by that certain Waiver and First Amendment to Credit Agreement and Guaranty dated as of February 26, 2021, that certain Waiver and Second Amendment to Credit Agreement and Guaranty dated as of January 7, 2022, that certain Waiver and Third Amendment to Credit Agreement and Guaranty dated as of March 10, 2022 and that certain Fourth Amendment to Credit Agreement and Guaranty dated as of May 11, 2022, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”).
B. In connection with the Credit Agreement, the Borrower issued the Warrants.
C. The Borrower desires to sell the equipment (the “Transferred Assets”) explicitly listed on the bill of sale, a form of which is attached as Schedule 1 hereto, between the Borrower and Corium, Inc. (the “Bill of Sale”).
D. The Borrower has requested that the Administrative Agent and the Lenders agree to amend certain provisions of the Existing Credit Agreement to permit the sale of the Transferred Assets pursuant to the Bill of Sale.
E. 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:
[Signature Pages to Follow]
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.
AGILE THERAPEUTICS, INC., as Borrower
By: | /s/ Xx Xxxxxxxx |
Name: Xx Xxxxxxxx
Title: Chairman and CEO
PERCEPTIVE CREDIT HOLDINGS III, LP,
as Agent and Lender
By: Perceptive Credit Opportunities GP, LLC, its general partner
By: | /s/ Xxxxxxx Xxxxx |
Name: Xxxxxxx Xxxxx
Title: Chief Credit Officer
By: | /s/ Xxx Xxxxxx |
Name: Xxx Xxxxxx
Title: Portfolio Manager
SCHEDULE 1
Bill of Sale
ANNEX A
Marked Credit Agreement
ANNEX B
Conformed Credit Agreement
(Fifth Amendment)