ENDOLOGIX, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 3, 2019 5.0% Mandatory Convertible Senior Notes due 2024Indenture • April 1st, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of April 3, 2019 between ENDOLOGIX, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) having its principal office at 11 Studebaker, Irvine, California 92618, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EXCHANGE AGREEMENTExchange Agreement • April 1st, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of March 31, 2019, by and among Endologix, Inc., a Delaware corporation (the “Company”), the noteholders listed on Schedule A (or their permitted assigns) hereto (collectively, the “Noteholders”). The Company and the Noteholders are collectively referred to herein as the “Parties” and individually as a “Party” as the context may require.
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • April 1st, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2019, by and among ENDOLOGIX, INC., a Delaware corporation (the “Company”), and the investors identified on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND SECURITY AGREEMENTCredit Agreement • April 1st, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Colorado
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of August 9, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), DEERFIELD ELGX REVOLVER, LLC, a Delaware limited liability company, as Agent for each member of the Lender Group, Endologix, Inc., a Delaware corporation (“Endologix”), each of its direct and indirect Subsidiaries set forth on the signature pages hereto and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”).
SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTFacility Agreement • April 1st, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Colorado
This AMENDED AND RESTATED FACILITY AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below) party hereto from time to time, the lenders party hereto from time to time (including the First Out Waterfall Lenders (as defined below) and the Last Out Waterfall Lenders (as defined below)), Deerfield Private Design Fund IV, L.P. (“Deerfield Facility Entity”), as agent for itself and the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent,” and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the “Parties”).
