SEVENTH AMENDMENT TO
REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENT
This Seventh Amendment to Revolving Credit, Term Loan, and Security Agreement (the Amendment) is made this 8th day of July, 2020 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. Borrowers have informed Agent and Lenders that Vital Farms intends to file a public registration statement with the SEC in accordance with the Securities Act to initiate consummation of an initial public offering with respect to Vital Farms (such transaction, the IPO).
C. Borrowers have requested and Agent and Lenders have agreed, subject to the terms and conditions of this Amendment, to modify certain definitions, terms and conditions in the Loan Agreement related to the IPO.
NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:
1. Amendments to Loan Agreement. Upon the consummation of the IPO, the Loan Agreement shall be amended as follows: