Temporary Amendment to Loan and Security Agreement, dated as of June 29, 2018, by and between Marquette Business Credit, LLC and Radisys Corporation

Exhibit 10.2

TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 29, 2018, is entered into by MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company (“Lender”), and RADISYS CORPORATION, an Oregon corporation (“Borrower”), with reference to the following facts:

RECITALS

A.    Lender and Borrower are parties to the Loan and Security Agreement, dated as of January 3, 2018 (as has been or may be amended, supplemented, replaced, restated or otherwise modified, the “Loan Agreement”), pursuant to which Lender has provided certain credit facilities to Borrower.

B.    Borrower desires to enter into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Borrower and either Reliance Industries Limited or more or more subsidiaries of Reliance Industries Limited, pursuant to which it is anticipated that Borrower will merge with and into a subsidiary of Reliance Industries Limited. It is anticipated that the Merger Agreement will be executed on or before June 29, 2018, and that the parties thereto will work toward a closing the transactions contemplated by the Merger Agreement on or before October 31, 2018, subject to the approval of the Committee for Foreign Investment in the United States (“CFIUS”) and such other conditions as specified in the Merger Agreement.

C.    Borrower has requested that, during the time period from the Temporary Amendment Effective Date (as defined herein) through the Temporary Amendment Termination Date (as defined herein), Lender will make temporary modifications to the Loan Agreement as set forth herein to relax certain covenants while the sale process is pending.

D.     Lender is willing to provide such accommodations to the Borrower on the terms and conditions set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

“Temporary Amendment” means the Temporary Amendment to Loan and Security Agreement, dated as of June 29, 2018, between Lender and Borrower.

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“Temporary Amendment Effective Date” means the first date when each of the conditions under Section 5 of the Temporary Amendment have been met.

“Temporary Amendment Termination Date” means the earliest to occur of: (a) the occurrence of an Event of Default under the Loan Agreement; (b) the termination of the Merger Agreement, including by reason of a material breach of the Merger Agreement by the parties thereto or as a result of the denial of the application for approval of the Merger Agreement by CFIUS; (c) the payment of any principal to HCP-FVG, LLC, or any other term lender, in each case, in respect of the HCP Term Loan Agreement; or (d) October 31, 2018.

“Blocked Account Minimum Balance” means $4,000,000.

(a)    accounts which remain unpaid more than one hundred twenty (120) days past their original invoice dates (or, solely in the case of Reliance Jio (or accounts which remain unpaid more than two hundred seventy (270) days past their original invoice dates, solely to the extent the applicable foreign credit insurance policy covers such extended terms);

(b)    accounts which are not paid within sixty (60) days after their original due dates (or, solely in the case of Reliance Jio accounts which remain unpaid more than one hundred fifty (150) days past their due dates, solely to the extent the applicable foreign credit insurance policy covers such extended terms);

Notwithstanding the foregoing, from the Temporary Amendment Effective Date through the Temporary Amendment Termination Date, the Borrower shall have no obligation to maintain the Fixed Charge Coverage Ratio set forth in this Section 9.1(a) as of any month-end occurring during such period.

(c) Maximum Cash Loss After Debt Service. Borrower’s 2018 cumulative fiscal year to date Cash Loss After Debt Service shall not exceed the applicable amount set forth for the applicable cumulative year to date period set forth below.

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IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment by their respective duly authorized officers as of the date first above written.

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CONSENT AND REAFFIRMATION

The undersigned hereby acknowledges and agrees to the terms and conditions of the foregoing Temporary Amendment to Loan and Security Agreement, acknowledges and reaffirms its obligations owing to Lender under the Loan Documents to which it is a party, and agrees that such Loan Documents are and shall remain in full force and effect. Although the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to the same, the undersigned understands that Lender has no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement, and nothing herein shall create such a duty.    

Dated: June 29, 2018

OFFICER’S CERTIFICATE

The undersigned, a duly authorized officer of RADISYS CORPORATION, an Oregon corporation (“Borrower”), certifies to MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company (“Lender”), as follows:

1.    Borrower has requested that Lender enter into the Temporary Amendment to Loan and Security Agreement of even date herewith (the “Amendment”) with respect to the Loan and Security Agreement, dated as of January 3, 2018 (as has been or may be amended, supplemented, replaced, restated or otherwise modified, the “Loan Agreement”), by and between Borrower and Lender.

2. The board of directors of Borrower has adopted resolutions a duly meeting of the board of directors, at which a quorum was present, authorizing the execution and delivery and performance of the Amendment. Such resolutions are in conformity with the articles of incorporation and bylaws of Borrower, have never been modified or repealed, and are now in full force and effect.

4.    No further approvals or authorizations are necessary for Borrower to execute, deliver and perform under the Amendment.

5.    As of the date set forth below, (a) all of the representations and warranties in the Loan Agreement, except for those that speak as of a particular date, are true and correct, and (b) no “Default” or “Event of Default” (as each such term is defined in the Loan Agreement) has occurred.