AMENDMENT NO. 2
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this Amendment) is made as of May 21, 2019, by and among WAITR HOLDINGS INC., a Delaware corporation (Borrower), LUXOR CAPITAL, LLC, as a Lender (as hereinafter defined) and LUXOR CAPITAL GROUP, LP, as administrative agent for Lenders (in such capacity, the Administrative Agent).
WHEREAS, Borrower, Administrative Agent, and the lenders from time to time party thereto (the Lenders) are parties to that certain Credit Agreement dated as of November 15, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof (including as amended pursuant to that certain Amendment No. 1 to Credit Agreement dated as of January 17, 2019), the Existing Credit Agreement; and the Existing Credit Agreement, as amended by this Amendment being referred to herein as the Amended Credit Agreement).
WHEREAS, Borrower has informed Administrative Agent and Lenders that Borrower conducted a public offering of Capital Stock of Borrower consisting of 6,757,000 shares of common stock plus up to an additional 1,013,550 shares of common stock pursuant to an option to purchase additional shares to be issued and sold by the Borrower (the Amendment No. 2 Equity Issuance).
WHEREAS, Borrower has requested that Lenders amend the Existing Credit Agreement so as to effectuate the amendments contemplated by Section 2 hereof.
WHEREAS, Borrower, Administrative Agent, and Lenders have agreed to such amendments upon and subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent, and Lenders hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Credit Agreement.
SECTION 2. Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended, effective as of the Amendment No. 2 Effective Date (as defined below), as follows:
(a) Section 1.1 of the Existing Credit Agreement is hereby amended to insert the following new defined term in the appropriate alphabetical order:
PIK Portion has the meaning set forth in Section 2.5(d).
(b) Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the defined term Consolidated Liquidity therefrom.
(c) Section 1.1 of the Existing Credit Agreement is hereby amended by amending the definition of Permitted Acquisition by replacing clause (vii) thereof with [reserved].