FIRST AMENDMENT TO LOAN AGREEMENT Dated February 26, 2019 Between LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation and BANKUNITED, N.A., a national banking association Dated as of May 6, 2019 but effective as of February 26, 2019 FIRST AMENDMENT...
Exhibit 10.10
FIRST AMENDMENT
TO
Dated
February 26, 2019
Between
LIGHTPATH TECHNOLOGIES, INC.,
a
Delaware corporation
and
BANKUNITED, N.A.,
a
national banking association
Dated
as of May 6, 2019
but
effective as of February 26, 2019
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FIRST AMENDMENT TO
THIS
FIRST AMENDMENT TO LOAN AGREEMENT (“First Amendment”) is dated as of
May 6, 2019, but effective as of February 26, 2019, by and between
LIGHTPATH TECHNOLOGIES,
INC., a Delaware corporation, (“Borrower”), and BANKUNITED, N.A., a national banking
association (“Lender”).
RECITALS
A. Borrower
and Lender are the parties to a Loan Agreement dated as of February
26, 2019 (the “Loan
Agreement”).
B. Borrower
and Lender have determined that it is the best interest of each of
them to amend the Loan Agreement to more accurately reflect their
understandings at the time the Loan Agreement was
executed.
NOW,
THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The
Recitals set forth above are true and correct and are incorporated
herein by reference. Unless otherwise defined, all initially
capitalized terms in this First Amendment shall be as defined in
the Loan Agreement.
2. The
definition of “Fixed Charge Coverage Ratio” as set
forth in Section 1.1 of the Loan Agreement is deleted in its
entirety and is replaced with the following:
“Fixed Charge Coverage
Ratio” – Means, as of any date, the ratio of (a)
the sum of net income, depreciation, amortization, interest
expense, taxes, non-cash stock compensation expense, non-cash
foreign exchange expense, losses on warrants and approved
integration costs (capped at $500,000.00), plus all other non-cash
expenses as deemed applicable by Lender in its discretion, less
cash taxes paid, gains on warrants, distributions, increases in due
from related, and non-financed capital expenditures, to (b) for the
initial four (4) testing periods, beginning March 31, 2019, twelve
(12) month pro forma scheduled principal and interest payments to
Lender (and, for avoidance of doubt, not to Borrower’s former
lender) and all capital lease payments, in each case measured as of
the last day of the most recently ended four (4) consecutive fiscal
quarters for which financial statements are required to be
delivered pursuant to Section 6.9(a). After the initial four (4)
testing periods subparagraph (b) will revert to actual scheduled
principal and interest payments (including capital leases
payments).
3. Except
as amended hereby the Loan Agreement remains in full force and
effect.
[SIGNATURE
PAGES FOLLOW]
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IN WITNESS WHEREOF the parties have executed this
First Amendment as of the date first written above.
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BORROWER:
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LIGHTPATH
TECHNOLOGIES, INC.,
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a Delaware
corporation
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By:
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/s/ J. Xxxxx
Xxxxxx
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J. Xxxxx Xxxxxx, President |
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LENDER:
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BANKUNITED, N.A., a national banking
association
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By:
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/s/ Xxxxxxx
Xxxxx
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Xxxxxxx Young,
Senior Vice President
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The
following Guarantors acknowledge and consent to this First
Amendment as of the date first written above.
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GUARANTORS:
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GELTECH INC., a Delaware
corporation
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By:
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/s/ J. Xxxxx
Xxxxxx
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J. Xxxxx Xxxxxx,
President
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ISP OPTICS CORPORATION, a New York
corporation
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/s/ J. Xxxxx
Xxxxxx
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J. Xxxxx Xxxxxx,
President
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LIGHTPATH OPTICAL INSTRUMENTATION (SHANGHAI)
CO., LTD., a company formed under the law of the
People’s Republic of China
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/s/ J. Xxxxx
Xxxxxx
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LIGHTPATH OPTICAL INSTRUMENTATION (ZHENJIANG)
CO., LTD., a company formed under the law of the
People’s Republic of China
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/s/ J. Xxxxx
Xxxxxx
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ISP OPTICS LATVIA, SIA, a company formed
under the law of the Republic of Latvia
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/s/ J. Xxxxx
Xxxxxx
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