WAIVER, CONSENT AND FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This WAIVER, CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of March 19, 2021 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), CMI ACQUISITION, LLC, a Delaware limited liability company (Parent), and SKYWATER TECHNOLOGY FOUNDRY, INC., a Delaware corporation (SkyWater).
WHEREAS, Parent, SkyWater, Agent, and sole Lender are parties to that certain Amended and Restated Credit Agreement dated as of December 28, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement);
WHEREAS, Borrowers are in breach of Section 7(b) of the Credit Agreement as a result of Parent and each Borrower permitting the Leverage Ratio as of January 3, 2021 to be greater than 3.5:1.0, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement, (the Existing Event of Default);
WHEREAS, SkyWater has informed the Agent and Lenders that Parent has formed a wholly-owned Subsidiary, SkyWater Florida, Inc., a Delaware corporation (Skywater Florida), and Skywater Florida intends to lease and operate the Center for NeoVation and in connection therewith enter into that certain Technology and Economic Development Agreement dated as of January 25, 2021 (NeoVation Technology Agreement) by and between Osceola County and SkyWater Florida and joined for limited purposes by ICAMR, Inc., a Florida nonprofit corporation dba BRIDG and that certain Amended and Restated Center for NeoVation Lease Agreement dated as of January 25, 2021 in the form attached attached to the NeoVation Technology Agreement (NeoVation Lease) by and between Osceola County, Florida (Osceola County) and SkyWater Florida and Parent intends to enter into that certain Parent Corporation Guarantee in the form attached attached to the NeoVation Technology Agreement (NeoVation Guaranty) by Parent in favor of Osceola County;
WHEREAS, SkyWater has requested that Agent and Lenders consent to the Parent guaranteeing the obligations of SkyWater Florida under the NeoVation Lease pursuant to the NeoVation Guaranty;
WHEREAS, the Agent and the undersigned Lenders have agreed to waive the Existing Event of Default, consent to the Parent guaranteeing the obligations of SkyWater Florida under the NeoVation Lease pursuant to the NeoVation Guaranty and to effect such amendments to the Credit Agreement, in each case subject to the terms and provisions hereof.