THIRD AMENDMENT TO
REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENT
This Third Amendment to Revolving Credit, Term Loan, and Security Agreement (the Amendment) is made this 7th day of February, 2019 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (Vital Farms), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (Vital Farms Missouri), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (Vital Farms Montana), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (Sagebrush), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (Barn Door), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (Backyard, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, collectively, the Borrowers, and each a Borrower), the financial institutions which are now or which hereafter become a party (collectively, the Lenders and each individually, a Lender) and PNC BANK, NATIONAL ASSOCIATION (PNC), as agent for Lenders (PNC, in such capacity, the Agent).
A. On October 4, 2017, Borrowers, Lenders, and Agent entered into a certain Revolving Credit, Term Loan, and Security Agreement (as same has been or may be amended, modified, renewed, extended, replaced or substituted from time to time, the Loan Agreement) to reflect certain financing arrangements between the parties thereto. The Loan Agreement and all other documents executed in connection therewith are collectively referred to as the Existing Financing Agreements. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement.
B. An Event of Default has occurred under the Loan Agreement as a result of the failure of Borrowers to contract for, purchase or make any expenditure or commitments for Capital Expenditures in an aggregate amount less than $1,000,000 for the fiscal year ended December 31, 2018 as required under Section 7.6 of the Loan Agreement (the Existing Event of Default).
C. Borrowers have informed Agent and Lenders that Vital Farms intends to make loans (collectively, the Shareholder Loans) to Matthew OHayer and Jason Jones in an amount not to exceed $3,200,000 and $800,000, respectively.
D. The Borrowers have requested and the Agent and the Lenders have agreed, subject to the terms and conditions of this Amendment, to (i) waive the Existing Event of Default, (ii) consent to the Shareholder Loans, and (iii) modify certain definitions, terms and conditions in the Loan Agreement.