Company of any Equity Interests, or the receipt by the Company of any capital contribution”:
“, but excluding the issuance by the Company of Equity Interests, and the receipt by the Company of proceeds in an amount not to exceed $1,300,000, in each case, in connection with the exercise of certain employee stock options on or before the Thirteenth Amendment Effective Date, and solely to the extent that such proceeds are used for the Specified Repayment in accordance with the Thirteenth Amendment”
The following definitions are hereby added to Section 1.01 of the Credit Agreement in their proper alphabetical order to read as follows:
“Specified Repayment” means the repayment in full by the Company of its existing equipment loan from Mazuma Capital in an amount not exceed $1,300,000.
“Thirteenth Amendment” means that certain Thirteenth Amendment to Credit Agreement and Consent dated as of the Thirteenth Amendment Effective Date by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, and the Administrative Agent.
“Thirteenth Amendment Effective Date” means July [__], 2020.
In Section 6.01(s) of the Credit Agreement, the text “$5,000,000” is hereby deleted and replaced with the text “8,000,000”.
In Section 6.02(h) of the Credit Agreement, the text “clause (i) or (r)” is hereby deleted and replaced with the text “clause (i) or (s)”.
Exhibit C to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit C attached hereto and made a part hereof.
2.Consent. Administrative Agent and the Lenders hereby consent (a) solely for purposes of Section 6.08(b)(v) of the Credit Agreement, to the making of the Specified Repayment; provided, that (i) no Event of Default has occurred and is continuing at the time of such repayment, and (ii) both before and after giving effect to such repayment, the Borrowers shall have Excess Availability of at least $8,000,000; and (b) solely for purposes of Section 6.01(s) of the Credit Agreement, to the incurrence by the Loan Parties and their Subsidiaries during the calendar year ending December 31, 2020 of the Indebtedness set forth in the Compliance Certificate attached as Exhibit C hereto as of the date hereof (the “Thirteenth Amendment Compliance Certificate”) and designated therein as being incurred pursuant to 6.01(s) of the Credit Agreement and in the amounts set forth therein; provided, that (i) if such Indebtedness is secured it is only secured by Equipment and real property (other than Eligible Equipment or Eligible Real Property), (ii) both before and after giving effect to the incurrence of any such Indebtedness, no Event of Default exists and is continuing, (iii) both before and after giving effect to the incurrence of any such Indebtedness, the Borrowers shall have Excess Availability of at least $8,000,000, (iv) if such Indebtedness is secured by real property, and if requested by the Administrative Agent, such Indebtedness is subject to an access agreement, in form and substance satisfactory to Administrative Agent, and (v) for the avoidance of doubt, all of such Indebtedness shall count against and be subject to the $8,000,000 threshold in Section 6.01(s) of the Credit Agreement.
3.Conditions Precedent to Effectiveness of this Amendment. The following shall have occurred before this Amendment is effective: