AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY
This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 3, 2018 (this Amendment), is among Sonendo, Inc., a Delaware corporation (the Borrower), the Lenders party hereto (the Lenders), Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, Collateral Agent). Reference is made to the Credit Agreement and Guaranty, dated as of June 23, 2017 (as amended or otherwise modified, the Credit Agreement), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
WHEREAS, the Borrower has requested that the Lenders and the Collateral Agent amend the Credit Agreement in order to, among other things, provide an additional tranche of senior, secured, delayed-draw term loans in an aggregate principal amount of $10,000,000; and
WHEREAS, subject to the terms and conditions hereof, the Lenders party hereto and the Collateral Agent are willing to agree to such amendments and other modifications.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS.
A. Each of the following definitions in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Borrowing means, as the context may require, (i) the borrowing of the Initial Loan on the Closing Date, (ii) the borrowing of the Delayed Draw Loan on the Delayed Draw Date, (iii) the initial borrowing of Tranche 3 Loans on the initial Tranche 3 Borrowing Date or (iv) the second borrowing of the Tranche 3 Loans on the second Tranche 3 Borrowing Date.
Borrowing Date means, (i) with respect to the Initial Loan, the Closing Date, (ii) with respect to the Delayed Draw Loan, the Delayed Draw Date, (iii) with respect to the initial Tranche 3 Loans, the initial Borrowing of the Tranche 3 Borrowing Date and, (iv) with respect to the second Borrowing of the Tranche 3 Loans, the second Tranche 3 Borrowing Date; provided that there shall be no more than one (1) Borrowing Date for the Delayed Draw Loan and no more than two (2) Borrowing Dates for Tranche 3 Loans.
Commitment means, with respect to each Lender, the obligation of such Lender to make Loans to the Borrower in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lenders name on Schedule 1 under the caption Commitment, as such Schedule may be amended from time to time pursuant to an Assignment and Assumption or otherwise. The aggregate Commitments on the Amendment No. 1 Effective Date equal $20,000,000.