Full Press Release Details
This Fourth Amendment to Credit Agreement (herein, the Fourth Amendment ) is effective as of March 30, 2017 and entered into by and between THE FEMALE HEALTH COMPANY, a Wisconsin corporation ( FHC ), ASPEN PARK PHARMACEUTICALS, INC., a Delaware corporation ( APP ), BADGER ACQUISITION SUB, INC., a Delaware corporation ( FHC Subsidiary ), and BMO HARRIS BANK N.A., a national banking association (the Lender or the Bank ).
A.FHC and Lender and other Loan Parties thereto heretofore executed and delivered that certain Credit Agreement dated as of December 29, 2015 ( the Original Credit Agreement ), as amended by that certain First Amendment and Waiver to Credit Agreement and Security Agreement dated as of January 4, 2016 ( First Amendment ), that certain Consent and Amendment to Credit Agreement dated as of March 31, 2016 ( Second Amendment ), and that certain Third Amendment to Credit Agreement dated as of November 28, 2016 ( Third Amendment ; the Original Credit Agreement, as amended by the First Amendment, Second Amendment, and Third Amendment, collectively, the Existing Credit Agreement ).
B.The Loan Parties have heretofore executed the Collateral Documents to secure the Obligations.
C.Borrowers and Guarantors have requested that Lender extend to Borrowers certain financial accommodations ( Accommodations ) amend certain provisions in the Existing Credit Agreement to reflect such Accommodations, and the Lender is willing to do so under the terms and conditions set forth in this Fourth Amendment.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Subject to the satisfaction of the conditions precedent set forth in Section 1 below, the Existing Credit Agreement shall be and hereby is amended as of the Fourth Amendment Effective Date as follows:
Fourth Amendment Effective Date means March 30, 2017.
Fourth Amendment to Credit Agreement means that certain Fourth Amendment to Credit Agreement effective as of March 30, 2017 by and between the Borrowers, the Guarantor, and the Bank.
APP Merger means that certain merger transaction in which Blue Hen Acquisition, Inc. merged with and into Aspen Park Pharmaceuticals, Inc. pursuant to that certain Amended and Restated Agreement and Plan of Merger dated as of October 31, 2016 by and among The Female Health Company, Blue Hen Acquisition, Inc. and Aspen Park Pharmaceuticals, Inc.
EBITDA means, with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income amount in respect of (a) (i) Interest Expense for such period, (ii) federal, state, and local income taxes for such period, (iii) depreciation of fixed assets and amortization of intangible assets for such period and (iv) non cash expenses related to equity awards for such period, (b) non-recurring fees and expenses incurred by the Borrower or any Subsidiary in connection with any Permitted Acquisition, but in no event to exceed 2.5% of the Acquisition Consideration associated with such Permitted Acquisition, and (c) non-recurring attorneys' fees and expenses (a summary of which Borrowers provided to the Bank prior to Fourth Amendment Effective Date) incurred by the Borrower or any Subsidiary in connection with the APP Merger during such period but prior to December 31, 2016.
(a) Maintenance of Tangible Net Worth. The Borrowers shall at all times maintain a Tangible Net Worth of not less than (i) $17,000,000, plus (ii) beginning on last day of each fiscal year of Borrower ending on or after September 30, 2017 by an amount equal to 30% of positive Net Income of the Borrowers or any of its Subsidiaries for the trailing four (4) fiscal quarters. In no event shall the Tangible Net Worth be decreased.
The effectiveness of this Fourth Amendment is subject to the satisfaction of all of the following conditions precedent:
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This Fourth Amendment to Credit Agreement is entered into as of the date and year first above written.
| Borrowers | |
| THE FEMALE HEALTH COMPANY | |
| By: /s/ Mitchell S. Steiner | |
| Name: Mitchell S. Steiner, M.D. | |
| Title: President and Chief Executive Officer | |
| ASPEN PARK PHARMACEUTICALS, INC. | |
| By: /s/ Mitchell S. Steiner | |
| Name: Mitchell S. Steiner, M.D. | |
| Title: President and Chief Executive Officer | |
| Guarantor | |
| BADGER ACQUISTION SUB, INC. | |
| By: /s/ Mitchell S. Steiner | |
| Name: Mitchell S. Steiner, M.D. | |
| Title: President and Chief Executive Officer |
This Fourth Amendment to Credit Agreement is entered into as of the date and year first above written.
| Lender | |
| BMO HARRIS BANK NA | |
| By: /s/ Julie Hughes | |
| Name: Julie Hughes | |
| Title: Vice President |