Exhibit 10.1


  


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO CREDIT AGREEMENT (this “Agreement”) is entered into as of August 14, 2015 by and among IGI Laboratories,
Inc., a Delaware corporation (“IGI”), Igen Inc., a Delaware corporation (“Igen”), IGI Labs,
Inc., a Delaware corporation (“IGI Labs”) (IGI, Igen and IGI Labs are sometimes referred to herein collectively
as the “Borrowers” and individually as a “Borrower”), General Electric Capital Corporation,
as Agent, and the Lenders signatory hereto.


 


WITNESSETH:


 


WHEREAS, Borrowers,
Agent and the other Lenders from time to time party thereto are parties to that certain Credit Agreement dated as of November 18,
2014 (as amended pursuant to that certain First Amendment to Credit Agreement, dated as of December 9, 2014, and as otherwise amended,
restated, supplemented or modified from time to time, the “Credit Agreement”; unless otherwise defined herein,
capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in
the Credit Agreement, as amended hereby); and


 


WHEREAS, the Credit
Parties have requested that the Agent and Lenders amend certain provisions of the Credit Agreement, and, subject to the satisfaction
of the conditions set forth herein, the Agent and the Lenders signatory hereto are willing to do so, on the terms set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:


 


1.          Amendments
to Credit Agreement. Upon satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement is hereby amended
as follows:


 


a.           Article
VI (Financial Covenants) of the Credit Agreement is hereby modified by amending and restating such Article in its entirety as follows:


 


ARTICLE VI.


FINANCIAL COVENANTS


 


Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent
indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


6.1           Fixed
Charge Coverage Ratio. Commencing on the date on which a Financial Covenant Period begins and measured as of the end of the
twelve fiscal month period ending on the last day of the Fiscal Quarter immediately preceding the date on which such Financial
Covenant Period begins, and as of the last day of each Fiscal Quarter ending thereafter during such Financial Covenant Period,
the Credit Parties shall not permit the Fixed Charge Coverage Ratio to be less than 1.25:1.00.


 


“Fixed Charge Coverage
Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).


 


6.2           Minimum
Liquidity. The Credit Parties shall maintain Liquidity of no less than the greater of $2,000,000 and 20% of the Aggregate Revolving
Loan Commitment at all times during a Financial Covenant Period.


 




     


     


    

 


b.           Section
11.1 (Defined Terms) of the Credit Agreement is hereby amended by adding the following sentence to the end of the definition of
“Reserves” appearing therein:


 


“So long as any bailee shall
be in possession of Collateral located at 4850 Mendenhall Road, Memphis, Tennessee and the Credit Parties shall not have delivered
a bailee waiver in respect thereof in form and substance reasonably satisfactory to Agent, Agent shall maintain a reserve against
Availability in an amount equal to the greater of (i) $350,000 and (ii) the aggregate value of Collateral at such location at any
time of determination.”


 


c.           Section
11.1 (Defined Terms) of the Credit Agreement is hereby amended by adding the following new definitions in the proper
alphabetical order:


 


“Commencement Date”
means any date on which Liquidity is less than the applicable Threshold Amount.


 


“Convertible Senior
Notes” means those certain 3.75% convertible senior notes due 2019 issued pursuant to that certain Indenture, dated as
of December 16, 2014, between IGI, as issuer, and Wilmington Trust, National Association, as trustee.


 


“Financial Covenant
Period” means a period which shall commence on any applicable Commencement Date and shall continue until the last day
of the first full fiscal month after such Commencement Date in which Liquidity shall not have been less than the applicable Threshold
Amount at any time.


 


“Second Amendment Effective Date”
means August 14, 2015.


 


“Threshold Amount”
means (x) prior to the repurchase or redemption of all Convertible Senior Notes, $84,000,000, and (y) after the repurchase or redemption
of all Convertible Senior Notes, the greater of (i) $10,000,000 and (ii) 50% of Liquidity measured immediately after such repurchase
or redemption.


 


d.           Section
(c) of Exhibit 4.2(b) (Form of Compliance Certificate) is hereby modified by amending and restating such subsection in its entirety
as follows:


 


“(c)          [no
Financial Covenant Period existed during that portion of the period covered by the financial statements delivered in connection
with this certificate not already covered by a previously delivered Compliance Certificate] [a Financial Covenant Period existed
during that portion of the period covered by the financial statements delivered in connection with this certificate not already
covered by a previously delivered Compliance Certificate and Exhibit A hereto is a correct calculation of each of the financial
covenants contained in Article VI of the Credit Agreement, as applicable]; and”


 


2.          Conditions.
The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:


 


a.           the
execution and delivery of this Agreement by each Credit Party, Agent and the Required Lenders; and


 


b.           the
truth and accuracy of the representations and warranties contained in Section 3 hereof.


 




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3.          Representations
and Warranties. Each Credit Party hereby represents and warrants to Agent and each Lender as follows:


 


a.           the
execution, delivery and performance by each of the Credit Parties of this Agreement have been duly authorized by all necessary
action, and do not and will not:


 


(i)          contravene
the terms of any of that Person’s Organization Documents;


 


(ii)         conflict
with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing
any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental
Authority to which such Person or its Property is subject; or


 


(iii)        violate
any material Requirement of Law in any material respect;


 


b.           such
Credit Party has the power and authority to execute, deliver and perform its obligations under this Agreement and the Credit Agreement,
as amended hereby;


 


c.           this
Agreement constitutes the legal, valid and binding obligations of each such Person which is a party hereto enforceable against
such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;


 


d.           after
giving effect to this Agreement and the transactions contemplated hereby, each of the representations and warranties contained
in the Credit Agreement and the other Loan Documents is true and correct in all material respects on and as of the date hereof
as if made on the date hereof (except for representations and warranties that speak as of a specific date, which shall be true
and correct as of such specific date); and


 


e.           no
Default or Event of Default exists or would result from the transactions contemplated by this Agreement.


 


4.          No
Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance
with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct
or dealing among the parties. Except as expressly stated herein, the Agent and Lenders reserve all rights, privileges and remedies
under the Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified
and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement as modified hereby. This Agreement shall constitute a Loan Document.


 


5.          Counterparts.
This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature
page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed
counterpart hereof.


 




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6.          Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that none of the Credit Parties may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the Agent.


 


7.          Governing
Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement,
including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation,
any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment
interest).


 


8.          Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.


 


9.          Captions.
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement.


 


10.         Reaffirmation.
Each of the Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such
Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case
may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of
the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on
or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s
Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests
and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.
Each of the Credit Parties hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force
and effect and is hereby ratified and reaffirmed. The execution of this Agreement shall not operate as a waiver of any right, power
or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation
of the Obligations.


 


11.         Release
of Claims. In consideration of the Lenders’ and the Agent’s
agreements contained in this Agreement, each Credit Party hereby irrevocably releases and forever discharge the Lenders and the
Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys
(each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands,
whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any
kind or character, known or unknown, which such Credit Party ever had or now has against Agent, any Lender or any other Released
Person which relates, directly or indirectly, to any acts or omissions of Agent, any Lender or any other Released Person relating
to the Credit Agreement or any other Loan Document on or prior to the date hereof.


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]


 




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IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the date set forth above.


 


	 	BORROWERS:	 
	 	 	 
	 	IGI LABORATORIES, INC.
	 	 	 	 
	 	By:	/s/ Jenniffer Collins	 
	 	Name:	Jenniffer Collins
 	 
	 	Title:	CFO & Secretary	 


 


	 	IGEN INC.	 
	 	 	 
	 	By:	/s/ Jenniffer Collins



	 
	 	Name:	Jenniffer Collins



	 
	 	Title:	CFO & Secretary	 


 


	 	IGI LABS, INC.	 
	 	 	 	 
	 	By:	/s/ Jenniffer Collins	 
	 	Name:	Jenniffer Collins	 
	 	Title:	CFO & Secretary	 


 


Second Amendment to Credit Agreement


 




     


     


    

 


	 	AGENT AND LENDERS:	 
	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
	 	 	 	 
	 	By:	/s/ Jason Dufour	 
	 	Name:	Jason Dufour
	 
	 	Title:	Its Duly Authorized Signatory	 


 


Second Amendment to Credit Agreement


 




     


     


    

 


	 	GE CAPITAL BANK,	 
	 	as a Lender	 
	 	 	 
	 	By:	/s/ Paul Sleet	 
	 	Name:	Paul Sleet	 
	 	Title:	Duly Authorized Signatory	 


 


Second Amendment to Credit Agreement