Second Amendment to the Second Amended



 Exhibit 10.19 

SECOND AMENDMENT 
 TO

 SECOND AMENDED AND RESTATED LOAN AGREEMENT 

This Second Amendment to Second Amended and Restated Loan Agreement (this “Amendment”) is dated October 15, 2014, by and
among: (i) RTI Surgical, Inc., a Delaware corporation formerly known as RTI Biologics, Inc. (“Borrower”); (ii) TD Bank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity,
including any successor thereto, the “Administrative Agent”); and (iii) each of the Lenders from time to time party to the Loan Agreement. Capitalized terms used herein without definition shall have the respective meaning
assigned to such terms in that certain Second Amended and Restated Loan Agreement, dated July 16, 2013, by and among Borrower, the Administrative Agent and the Lenders, as amended by that certain First Amendment to Second Amended and Restated
Loan Agreement, dated December 30, 2013 (collectively, the “Loan Agreement”). 
 Borrower, the Administrative Agent
and the Lenders are party to the Loan Agreement pursuant to which the Lenders have extended credit to Borrower on the terms set forth in the Loan Agreement. 

Borrower, the Administrative Agent and the Lenders desire to amend the Loan Agreement to: (i) modify the interest rate payable with
respect to (a) Advances under the Revolving Credit and (b) the Term Loan; and (ii) modify the financial covenants. 

Borrower, the Administrative Agent and the Lenders are willing to make such amendments to the Loan Agreement on the terms and conditions set
forth in this Amendment. 
 Now, therefore, the parties hereto, intending to be legally bound, hereby agree as follows: 

SECTION 1 
 AMENDMENTS TO LOAN
AGREEMENT 
 1.1 Amendment of Section 2.4(c), Definition of LIBOR Spread. Section 2.4(c) of the Loan Agreement is deleted
in its entirety and the following new Section 2.4(c) is substituted in its place: 
 (c) The “LIBOR
Spread” shall be: (i) for the period commencing on October 1, 2014, and continuing through, but not including, December 31, 2014, one hundred seventy five (175) basis points per annum; and (ii) for the period
commencing on January 1, 2015, the LIBOR Spread Applicable Basis Points. For purposes of this Agreement, the “LIBOR Spread Applicable Basis Points” are determined based on Borrower’s financial performance under its
Leverage Ratio as follows: 
  

					
	 Leverage Ratio
	  	LIBOR Spread
Applicable Basis Points
per annum	 
	 Less than 1x
	  	 	100 basis points	  
	 Equal to or greater than 1x but less than 1.5x
	  	 	125 basis points	  
	 Equal to or greater than 1.5x but less than 2x
	  	 	150 basis points	  
	 Equal to or greater than 2x
	  	 	175 basis points	  








 1.2 Amendment of Section 5.12(c), Minimum Cumulative Consolidated EBITDA Covenant.
Section 5.12(c), Minimum Cumulative Consolidated EBITDA, of the Loan Agreement is deleted in its entirety effective as of October 1, 2014. 

SECTION 2 
 CONDITIONS TO
EFFECTIVENESS OF AMENDMENT 
 2.1 Conditions to Effectiveness. This Amendment shall become effective as of the date (the
“Amendment Date”) when each of the following conditions is met (all instruments, documents and agreements to be in form and substance satisfactory to Administrative Agent and Lenders): 

(a) Receipt by the Administrative Agent of this Amendment duly and properly authorized, executed and delivered by each of the respective
parties to this Amendment. 
 (b) Receipt by the Administrative Agent of certified copies of (i) resolutions of Borrower’s board
of directors authorizing the execution, delivery and performance of this Amendment and (ii) Borrower’s certificate of incorporation and by-laws. 

(c) Receipt by the Administrative Agent of an incumbency certificate for Borrower identifying all Authorized Officers, with specimen
signatures. 
 (d) Receipt of a certification by an officer of Borrower that, after giving effect to this Amendment, there has not occurred
any Post-Closing Material Adverse Effect. 
 (e) Payment by Borrower of the Amendment Fee. 

(f) Payment by Borrower of all of the Administrative Agent’s reasonable legal fees and expenses incurred in connection with the
preparation and negotiation of this Amendment. 
 SECTION 3 

REPRESENTATIONS AND WARRANTIES 

3.1 Representations and Warranties. Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

 (a) The making and performance of this Amendment will not violate any Requirement of Law, or the charter, minutes or bylaw provisions of
Borrower, or violate or result in a default (immediately or with the passage of time) under any material contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any
material agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its charter, minutes or bylaw provisions. 

(b) Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for,
and has taken all proper and necessary action to authorize the execution, delivery and performance of this Amendment. 
 (c) This Amendment,
when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles. 







 (d) The execution, delivery and performance by Borrower of this Amendment does not require any
approval or consent of, or filing with, any governmental agency or authority other than those already obtained, if any. 
 (e) The
representations and warranties contained in Section 4 of the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the Amendment Date as though made on and as of the Amendment Date, except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and except to the extent of changes resulting from transactions contemplated or permitted by
this Amendment and changes occurring in the ordinary course of business which singly or in the aggregate do not have a Material Adverse Effect. For purposes of this Section 3.1, the representations and warranties contained in
Section 4.7 of the Loan Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.14(a) of the Loan Agreement. 

(f) After giving effect to this Amendment, no Default or Event of Default under the Loan Agreement has occurred and is continuing. 

SECTION 4 
 MISCELLANEOUS 

4.1 Amendment Fee. At Closing, Lenders shall have fully earned and Borrower shall unconditionally pay to Lenders, a non-refundable fee
with respect to this Amendment (the “Amendment Fee”) of Ten Thousand and 00/100 Dollars ($10,000). 
 4.2 Ratification
and Confirmation. Except as expressly amended by this Amendment, the Loan Agreement, the other Loan Documents and all documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in
full force and effect. This Amendment and the Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Loan Agreement, any other Loan Document or any agreement or instrument related to the Loan
Agreement shall hereafter refer to the Loan Agreement as amended by this Amendment. 
 4.3 Governing Law. THIS AMENDMENT, AND ALL
MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF FLORIDA. THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER
AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. 

4.4 Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the
parties. 
 4.5 Duplicate Originals. Two (2) or more duplicate originals of this Agreement may be signed by the parties, each of
which shall be an original but all of which together shall constitute one and the same instrument. 
 [SIGNATURES TO FOLLOW ON SEPARATE
PAGE] 







 WITNESS the due execution of this Second Amendment to Second Amended and Restated Loan
Agreement as a document under seal as of the date first written above. 
  

			
	RTI SURGICAL, INC., as Borrower
		
	By:		 /s/ Robert P. Jordheim

	Name:		Robert P. Jordheim
	Title:		Executive Vice President and CFO


 (Signature Page to First Amendment to Second Amended and Restated Loan Agreement) 







 
			
	TD BANK, N.A., as Administrative Agent
		
	 By:
		 /s/ Michael Nursey

	 Name:
		Michael Nursey
	 Title:
		Marketing President


  

			
	TD BANK, N.A., as Lender
		
	 By:
		 /s/ Michael Nursey

	 Name:
		Michael Nursey
	 Title:
		Marketing President


  

			
	REGIONS BANK, as Lender
		
	 By:
		 /s/ Leslie Pack

	 Name:
		Leslie Pack
	 Title:
		Vice President


 (Signature Page to Second Amendment to Second Amended and Restated Loan Agreement)