Amendment to Notes under Security Purchase Agreement between Security Devices International, Inc. and Note Holders
Security Devices International, Inc. and the required holders of its Notes have agreed to amend the terms of the Notes originally issued under the Security Purchase Agreement dated April 15, 2019. The amendments allow the company to incur up to $7,000,000 in additional debt, which may be on equal or subordinate terms to the existing Notes. The changes also permit liens related to this new debt and clarify that restrictions on payments do not apply to this new indebtedness. These amendments are made with the written consent of the required Note holders.
By our written consent, we, the Required Holders of Notes related to the Security Purchase Agreement dated April 15, 2019 between Security Devices International, Inc. and Purchasers thereof, amend the terms of the Notes in accordance with Section 16 of the Form of Note.
Section 28(q), “Permitted Indebtedness”, will be amended to remove the word “and” that precedes section (D), and replaces the period after section (D) with a comma that is followed by the word “and”. The amendment will add a new section (E) as follows: “additional indebtedness up to $7,000,000, which may be subordinate or pari passu with these Notes.”
Section 28(r), “Permitted Liens”, will be amended to remove the word “and” that precedes section (v), and replaces the period after section (v) with a comma that is followed by the word “and”. The amendment will add a new section (vi) as follows: “any Lien arising with respect to Permitted Indebtedness incurred pursuant to provision 28(q)(E).”
Section 14(b), “Restricted Payments” will be amended to add, after the last sentence, “Notwithstanding the foregoing, the prohibitions and limitations on payment or repayment shall not apply in any way to Permitted Indebtedness incurred pursuant to provision 28(q)(E).”
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