Fourth Amendment to the Second Amended and Restated Loan Agreement



 Exhibit 10.1 

FOURTH AMENDMENT 
 TO

 SECOND AMENDED AND RESTATED LOAN AGREEMENT 

This Fourth Amendment to Second Amended and Restated Loan Agreement (this “Amendment”) is dated June 29, 2016, 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 ce1iain Second Amended and
Restated Loan Agreement, dated July 16, 2013, by and among Borrower, the Administrative Agent and the Lenders, as amended by: (i) that certain First Amendment to Second Amended and Restated Loan Agreement, dated December 30, 2013;
(ii) that ce1iain Second Amendment to Second Amended and Restated Loan Agreement, dated October 15, 2014; and (iii) that certain Third Amendment to Second Amended and Restated Loan Agreement, dated June 29, 2015 (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) increase the Maximum Revolving Credit Amount from Thirty Million and 00/100 Dollars ($30,000,000.00) to Forty Five Million and 00/100 Dollars ($45,000,000.00); and (ii) make certain
corresponding amendments. 
 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 1.l(jjjj), Definition of Maximum Revolving Credit Amount. Section 1.l(jjjj) of the Loan Agreement is deleted in its entirety and the following new Section 1.l(jjjj) is substituted in its place: 

(jjjj) “Maximum Revolving Credit Amount” means the sum of Forty Five Million and 00/100 Dollars
($45,000,000.00). 
 1.2 Amendment of Section 2.9, Unused Revolving Credit Fee. Section 2.9 of the Loan Agreement is
deleted in its entirety and the following new Section 2.9 is substituted in its place: 
 2.9 Unused Revolving Credit
Fee. Borrower shall pay to Lender a quarterly fee in arrears based upon the unused portion of the Revolving Credit. 

(a) For purposes of this Agreement, “Unused Revolving Credit” means an amount equal to: (i) the Maximum
Revolving Credit Amount (i.e., Forty Five Million and 00/100 Dollars ($45,000,000.00); minus (ii) the average daily outstanding principal balance of the Revolving Credit for the immediately preceding Quarter. 

(b) The “Unused Revolving Credit Fee” shall be an amount equal to the Unused Revolving Credit for such immediately
preceding Quarter multiplied by the Applicable Basis Points. For purposes of this Agreement, the “Applicable Basis Points” are determined based on Borrower’s financial performance under the Leverage Ratio as follows: 

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	 Leverage Ratio
	  	 Applicable Basis Points per annum

	 Less than lx
	  	15 basis points
	 Equal to or greater than lx but less than 1.5x
	  	20 basis points
	 Equal to or greater than 1.5x but less than 2x
	  	25 basis points
	 Equal to or greater than 2x
	  	30 basis points

 (c) Changes in the Applicable Basis Points resulting from changes in the Leverage Ratio shall
become effective on the date that is three (3) Business Days after the date on which financial statements are delivered to the Administrative Agent pursuant to Section 5.14 and shall remain in effect until the next change to be
effected pursuant to this Section 2.9(c). 
 1.3 Amendment of Exhibit A, Lenders, to Loan Agreement. Exhibit A to the Loan
Agreement is deleted in its entirety and the Exhibit A to this Amendment is substituted in its place as Exhibit A to the Loan Agreement. 

1.4 Amended and Restated Revolving Credit Notes. On the Amendment Date, Borrower shall execute and deliver one or more amended and
restated promissory notes to Lenders for the Maximum Revolving Credit Amount (“Amended and Restated Revolving Credit Note(s)”). The Amended and Restated Revolving Credit Notes will amend and restate in their entirety the Revolving
Credit Notes in effect immediately prior to the Amendment Date. The Amended and Restated Revolving Credit Notes shall be treated as the Revolving Credit Notes for all purposes under the Loan Agreement. Any reference in the Loan Agreement to the
Revolving Credit Notes shall be deemed a reference to the Amended and Restated Credit Notes. The Amended and Restated Revolving Credit Notes shall be in form and substance satisfactory to Administrative Agent and Lenders. 

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
patties to this Amendment. 
 (b) Receipt by the Administrative Agent of the Amended and Restated Promissory Notes. 

(c) 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 ce1tificate of incorporation and by-laws. 
 (d) Receipt
by the Administrative Agent of an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures. 
 (e)
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. 

  

					
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 (f) Receipt of the Lien searches. 

(g) Payment by Borrower of the Amendment and Increase Fee. 

(h) 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 chatter, 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
and Increase 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 and Increase Fee”) of Fifty Two Thousand Five
Hundred and 00/100 Dollars ($52,500.00). 

  

					
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 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] 

  

					
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 WITNESS the due execution of this Fourth 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/CFO


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

 

  
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	TD BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Coley Jones

	Name:	 	Coley Jones
	Title:	 	Vice President, Middle Market Banking
	
	TD BANK, N.A., as Lender
		
	By:	 	 /s/ Coley Jones

	Name:	 	Coley Jones
	Title:	 	Vice President, Middle Market Banking
	
	REGIONS BANK, as Lender
		
	By:	 	 /s/ Ned Spitzer

	Name:	 	Ned Spitzer
	Title:	 	Managing Director


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

  
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 EXHIBIT A 

EXHIBIT A TO LOAN AGREEMENT 

LENDERS 
  

																			
	 	  	 	  	Commitments and Applicable Percentages	 
	 Lender
	  	 Notice Address
	  	Term Loan	 	 	Revolving Credit	 
	 	  	 	  	Amount	 	  	Percentage	 	 	Amount	 	  	Percentage	 
	 TD Bank, N.A.
	  	 9715 N. Gate Parkway
 Jacksonville, Florida
32246
 Attention: Mike Nursey
 Telecopy No.
904-265-0295
	  	$	37,500,000.00	  	  	 	62.5	% 	 	$	33,750,000.00	  	  	 	75.0	% 
		  	 with copies to:
 Rogers Towers, P.A.

1301 Riverplace Blvd.
 Suite 1500

Jacksonville, Florida 32207
 Attention: Timothy F. May

Telecopy No. 904-396-0663
	  				  				 				  			
	 Regions Bank
	  	 One Nashville Place
 150 4th Avenue North

10th Floor
 Nashville, Tennessee 37219

Attention: W. Brooks Hubbard
 Telecopy No.: (615)
748-8480
	  	$	22,500,000.00	  	  	 	37.5	% 	 	$	11,250,000.00	  	  	 	25.0	% 


  
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