First Amendment to Loan and Security Agreement, by and between the Registrant and Oxford Finance, LLC, dated November 4, 2022
Exhibit 10.2
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of November 4, 2022, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders party hereto including Oxford in its capacity as a Lender, OXFORD FINANCE CREDIT FUND II LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFCF “II”) and OXFORD FINANCE CREDIT FUND III LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFCF “III”) (each a “Lender” and collectively, the “Lenders”), and VERA THERAPEUTICS, INC., a Delaware corporation with offices located at 8000 Marina Blvd., Suite 120, Brisbane, CA 94005 (“Borrower”).
RECITALS
WHEREAS, Collateral Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of December 17, 2021 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and
WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:
“(a) Availability. (i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate amount of up to Thirty Million Dollars ($30,000,000.00) according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). Lenders made a Term A Loan on the Effective Date (the “Effective Date Loan”) in the amount of Five Million Dollars ($5,000,000.00) and Lenders will make a Term A Loan on the First Amendment Effective Date in an amount of Twenty Million Dollars ($20,000,000.00). Each Term A Loan made after the Effective Date shall be (I) in minimum increments of Five Million Dollars ($5,000,000.00) or such lesser amount as shall remain available and (II) made during the period from January 3, 2022 through December 29, 2023. After repayment, no Term A Loan may be re‑borrowed.”
“(e) Payments. Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to Collateral Agent (and Collateral Agent shall then make payments to the respective Lender to which such payments are owed), at Collateral Agent’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 2:00 PM Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set‑off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.”
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ADVANCE \y 700
“1-Month CME Term SOFR” is the 1-month CME Term SOFR reference rate as published by the CME Term SOFR Administrator on the CME Term SOFR Administrator’s Website.
“Basic Rate” is with respect to each Term Loan, the floating per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) eight and one-quarter of one percent (8.25%) and (ii) the sum of (a) 1-Month CME Term SOFR on the last Business Day of the month that immediately precedes the month in which the interest will accrue and (b) eight and one-quarter of one percent (8.25%). Notwithstanding the foregoing, (i) in no event shall the Basic Rate for any Term Loan be less than eight and one-quarter of one percent (8.25%), and (ii) upon the occurrence of a Benchmark Transition Event, Collateral Agent may, in good faith and with reference to the margin above such interest rate in this definition, amend this Agreement to replace the Benchmark with a replacement interest rate and replacement margin above such interest rate that results in a substantially similar interest rate floor and total rate in effect immediately prior to the effectiveness of such replacement interest rate and replacement margin, and any such amendment shall become effective at 5:00 p.m. Eastern time on the third Business Day after Collateral Agent has notified Borrower of such amendment. Any determination, decision or election that may be made by Collateral Agent pursuant hereto will be conclusive and binding absent manifest error and may be made in Collateral Agent’s sole discretion and without consent from any other party.
“Benchmark” is, initially, the 1-Month CME Term SOFR; provided, that if a Benchmark Transition Event has occurred with respect to the 1-Month CME Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable replacement rate that has replaced the immediately preceding benchmark rate pursuant to the defined term “Basic Rate”.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a) a public statement or publication of information by or on behalf of the administrator for such Benchmark announcing that such Person has ceased or will cease to provide such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark;
(b) a public statement or publication of information by the regulatory supervisor for the administrator for such Benchmark, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, which states that the administrator for such Benchmark has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark; or
(c) a public statement or publication of information by the regulatory supervisor for the administrator for such Benchmark announcing that such Benchmark is no longer representative or in compliance with the International Organization of Securities Commissions Principles for Financial Benchmarks.
“CME Term SOFR Administrator” is CME Group Benchmark Administration Limited, as administrator of the forward-looking term SOFR, or any successor administrator.
“CME Term SOFR Administrator’s Website” is the website of the CME Group Benchmark Administrator at http://www.cmegroup.com, or any successor source.
“First Amendment Effective Date” means November 4, 2022.
“Second Draw Period” is the period commencing on January 3, 2022 and ending on the earlier of (i) December 29, 2023 and (ii) the occurrence of an Event of Default (which has not been waived by Collateral Agent and the Lenders in their sole discretion or otherwise cured by Borrower
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as expressly permitted in accordance with this Agreement); provided, however, that the Second Draw Period shall not commence if an Event of Default has occurred and is continuing.
If to Collateral Agent: | OXFORD FINANCE LLC 115 South Union Street, Suite 300 Alexandria, VA 22314 Attention: [***] Fax: [***] Email: [***] |
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with a copy to:
with a copy to: | OXFORD FINANCE CREDIT FUND II LP c/o Oxford Finance Advisors, LLC, its manager 115 South Union Street, Suite 300 Alexandria, VA 22314 Attention: [***] Fax: [***] Email: [***]
OXFORD FINANCE CREDIT FUND III LP c/o Oxford Finance Advisors, LLC, its manager 115 South Union Street, Suite 300 Alexandria, VA 22314 Attention: [***] Fax: [***] Email: [***]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Loan Agreement to be executed as of the date first set forth above.
BORROWER: |
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VERA THERAPEUTICS, INC. |
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By /s/ Marshall Fordyce |
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Name: Marshall Fordyce |
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Title: Chief Executive Officer |
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COLLATERAL AGENT AND LENDER: |
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OXFORD FINANCE LLC | ||
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By /s/ Colette H. Featherly |
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Name: Colette H. Featherly |
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Title: Senior Vice President |
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LENDERS:
OXFORD FINANCE CREDIT FUND II LP | ||
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By: Oxford Finance Advisors, LLC, its manager | ||
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By /s/ Colette H. Featherly |
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Name: Colette H. Featherly |
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Title: Senior Vice President |
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OXFORD FINANCE CREDIT FUND III LP | ||
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By: Oxford Finance Advisors, LLC, its manager | ||
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By /s/ Colette H. Featherly |
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Name: Colette H. Featherly |
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Title: Senior Vice President |
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[Signature Page to First Amendment to Loan and Security Agreement]
SCHEDULE 1.1
Lenders and Commitments
| Term A Loans - Funded |
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Lender | Term Loan Commitment | Commitment Percentage |
OXFORD FINANCE LLC | $20,500,000.00 | 68.00% |
OXFORD FINANCE CREDIT FUND II | $1,500,000.00 | 5.00% |
OXFORD FINANCE CREDIT FUND III | $3,000,000.00 | 10.00% |
TOTAL | $30,000,000.00 | 83.00% |
| Term A Loans - Unfunded |
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Lender | Term Loan Commitment | Remaining Commitment Percentage |
OXFORD FINANCE LLC | $5,000,000.00 | 17.00% |
TOTAL | $5,000,000.00 | 17.00% |
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Term B Loans |
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Lender | Term Loan Commitment | Commitment Percentage |
OXFORD FINANCE LLC | $20,000,000.00 | 100.00% |
TOTAL | $20,000,000.00 | 100.00% |
| Aggregate (all Term Loans) |
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Lender | Term Loan Commitment | Commitment Percentage |
OXFORD FINANCE LLC | $50,000,000.00 | 100.00% |
TOTAL | $50,000,000.00 | 100.00% |
ADVANCE \y 700