Attached files
file | filename |
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8-K - INSULET CORP | v188633_8k.htm |
Exhibit
10.1
SECOND
AMENDMENT TO FACILITY AGREEMENT
This
SECOND AMENDMENT TO FACILITY AGREEMENT, dated June 17, 2010 (this “Amendment”), is made
by and between Insulet Corporation, a Delaware corporation (the “Borrower”), Deerfield
Private Design Fund, L.P., a Delaware limited partnership (“DPDF”), Deerfield
Private Design International, L.P., a British Virgin Islands limited partnership
(“DPDI”),
Deerfield Partners, L.P., a Delaware limited Partnership (“DP”), and Deerfield
International Limited, a British Virgin Islands corporation (“DI”, each of DPDF,
DPDI, DP and DI being a “Lender” and together,
the “Lenders”
and, collectively with the Borrower, the “Parties”).
W
I T N E S S E T H:
WHEREAS, the Parties are
parties to the FACILITY AGREEMENT, dated as of March 13, 2009 and amended by the
Amendment to Facility Agreement dated September 25, 2009 (as amended, the “Agreement”);
and
WHEREAS, the Parties desire to
amend the Agreement as set forth herein.
NOW, THEREFORE, the Lenders and the
Borrower agree as follows:
1. Capitalized
terms used but not otherwise defined herein shall have the respective meanings
assigned to them in the Agreement.
2. Sub-Clause
(1) of the definition of “Permitted Refinancing Indebtedness” is amended to
read:
the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed by more than $50,000,000 the principal
amount (or accreted value, if applicable) of the Indebtedness renewed, refunded,
refinanced, replaced, defeased or discharged (plus all accrued interest on the
Indebtedness and the amount of all fees and expenses, including premiums,
incurred in connection therewith).
3. The
last sentence of Section
2.3 of the Agreement (“Payment”) is amended to read as
follows:
Except in
the event that the Lenders deliver a Put Notice to the Borrower in accordance
with the terms of Section 5.4 of the Agreement, in which case the terms of
Section 5.4 of the Agreement shall apply and no additional amounts per this
Section 2.3 shall be due and payable, the Borrower may prepay the Loan at any
time upon payment of the principal amount outstanding and accrued and unpaid
interest thereon to the date of prepayment plus if such prepayment is effected
(a) from the date hereof to April 18, 2010 5% of such principal amount, (b) from
April 19, 2010 to October 18, 2010, 4% of such principal amount, (c) from
October 19, 2010 to April 18, 2011, 2% of such principal amount, (d) from April
19, 2011 to October 18, 2011, 1% of such principal amount, and (e) from and
after October 19, 2011, zero.
4. Section 5.5(k) of the
Agreement is amended and restated in its entirety to read as
follows:
The sum
of Cash, Cash Equivalents, Receivables and Finished Goods Inventory on the last
day of each calendar quarter is less than the greater of $10,000,000 or fifty
percent (50%) of the Loan then outstanding.
5. In
consideration for, and as an inducement to, the entering into of this Amendment
by the Lenders, the Borrower agrees to pay to the Lenders upon the execution
hereof an Amendment Fee in the aggregate amount of $467,500.
6. Except
as amended by this Amendment, the Agreement remains in full force and effect.
[SIGNATURE
PAGE FOLLOWS]
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IN WITNESS WHEREOF, the
undersigned Lender and Borrowers have caused this Amendment to be duly executed
as of the date first written above.
BORROWER:
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LENDERS:
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INSULET
CORPORATION
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DEERFIELD
PRIVATE DESIGN FUND, L.P.
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By: | /s/ Brian K. Roberts | By: | Deerfield Capital, L.P., its General Partner | ||
Name: | Brian K. Roberts | ||||
Title: | Chief Financial Officer | By: | J.E. Flynn Capital LLC, its General Partner | ||
By: | /s/ James E. Flynn | ||||
Name: | James E. Flynn | ||||
Title: | President |
DEERFIELD
PRIVATE DESIGN
INTERNATIONAL,
L.P.
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|||||
By: | Deerfield Capital, L.P., its General Partner | ||||
By: | J.E. Flynn Capital LLC, its General Partner | ||||
By: | /s/ James E. Flynn | ||||
Name: | James E. Flynn | ||||
Title: | President |
DEERFIELD PARTNERS,
L.P.
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|||||
By: | Deerfield Capital, L.P., its General Partner | ||||
By: | J.E. Flynn Capital LLC, its General Partner | ||||
By: | /s/ James E. Flynn | ||||
Name: | James E. Flynn | ||||
Title: | President |
DEERFIELD
INTERNATIONAL LIMITED
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|||||
By: | /s/ James E. Flynn | ||||
Name: | James E. Flynn | ||||
Title: | Director |
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