Exhibit 10.23
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is made and entered into as of June 11, 2009, by
and between MERCANTILE BANK , a division of Carolina First Bank, (“Lender”), RTI Biologics, Inc. (“RTI”), a Florida
corporation, Tutogen Medical, Inc. (“Tutogen”), a Florida corporation and Tutogen Medical (United States), Inc. (“Tutogen
US”), a Florida corporation (collectively, RTI, Tutogen and Tutogen US, the “Borrowers”) (Lender and Borrowers, the
“Parties”).
R E C I T A L S
A. Lender and Borrowers entered into, and executed, that certain Loan Agreement dated as of January 28, 2009 (the “Loan
Agreement”), which provided for the making of the following loans to Borrowers: (i) a revolving line of credit loan in the
principal amount of $10,000,000.00Íž and (ii) a term loan in the principal amount of $1,750,000.00 (collectively, the “ Existing Loans
”).
B. RTI has requested an additional term loan in the amount of $848,000.00 (the “Term Loan 2”) evidenced by a promissory
note dated the date hereof (the “Term Note 2”).
C. The Parties are entering into this Amendment to modify the terms and conditions of the Loan Agreement to include the
Term Loan 2 as a Loan under the Loan Agreement, to amend the definition of EBIDA, and to amend certain other terms of the
Loan Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual terms and conditions contained herein, and
for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the
Parties hereto, the Parties agree as follows:
““EBIDA” means the sum of earnings before interest expense plus depreciation and amortization expense plus
goodwill impairment plus asset impairments and abandonments minus any non-cash income.”
“Loan Documents” means this Loan Agreement, the First Amendment to Loan Agreement, the Notes, the
Security Agreement, the First Amendments to Security Agreements, any guaranty agre