AMENDMENT NO. 1 TO FINANCING AGREEMENT
THIS AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Amendment”), dated as of November 19, 2020, is entered into by and among BLUE APRON, LLC, a Delaware limited liability company (the “Borrower”), BLUE APRON HOLDINGS, INC., a Delaware corporation (the “Parent”), each of the Subsidiary Guarantors (as defined in the Financing Agreement (as defined below)) party hereto (together with the Borrower and the Parent, the “Loan Parties” and each, a “Loan Party”), the Lenders (as defined below) party hereto, and BLUE TORCH FINANCE LLC, a Delaware limited liability company, as collateral agent for the Lenders (in such capacity, “Collateral Agent”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, the “Agents” and each, an “Agent”).
A. The Loan Parties, the lenders from time to time party thereto (the “Lenders”) and the Agents are parties to that certain Financing Agreement, dated as of October 16, 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”).
B. The Loan Parties have requested that the Lenders agree to certain amendments to the measurement and reporting requirements of Liquidity under the Financing Agreement and the Lenders have agreed to make the requested amendments to the Financing Agreement, subject to the terms and conditions set forth herein.
C. The Loan Parties, the Lenders and the Agents are willing to enter into this Agreement upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions. Capitalized terms used herein and not defined shall have the meanings given to such terms in the Financing Agreement.
2. Amendments to Financing Agreement. Subject to and upon the occurrence of the Effective Date (as defined below), the Financing Agreement shall be amended as follows:
(a) Section 1.01 of the Financing Agreement is hereby amended by inserting the following defined term in the appropriate alphabetic order:
““Pending Cash” means, as of any date of determination, unrestricted cash or Cash Equivalents of the Loan Parties held by Stripe, Inc. or any of its affiliates (and any future additional or successor credit card payment processor engaged by the Loan Parties) that has been processed for, or is in transit for, deposit to a deposit or securities account of the Loan Parties that is subject to a Control Agreement.”
(b) Section 1.01 of the Financing Agreement is hereby amended by deleting the defined term “Qualified Cash” and replacing such defined term with the following:
““Qualified Cash” means, as of any date of determination, the aggregate amount of Pending Cash and unrestricted cash and Cash Equivalents of the Loan Parties maintained in deposit or