Exhibit 10.2
Pursuant to Regulation S-K, Item 601(a)(5), the schedules and exhibits to Limited Waiver and Amendment No. 5 to Amended and Restated Credit and Security Agreement (Revolving Loan) as referred to herein have not been filed. The Registrant agrees to furnish supplementally a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.
LIMITED WAIVER AND amendment No. 5 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN)
This LIMITED WAIVER AND AMENDMENT NO. 5 TO Amended and Restated CREDIT AND SECURITY AGREEMENT (REVOLVING Loan) (this “Agreement”) is made as of March 8, 2024, by and among Alpha teknova, inc., a Delaware corporation (“Borrower”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
RECITALS
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrower hereby agree as follows:
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
““Fifth Amendment” means that certain Limited Waiver and Amendment No. 5 to Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of the Fifth Amendment Effective Date, by and among Borrower, Agent and the Lenders party thereto.”
““Fifth Amendment Effective Date” means March 8, 2024.”
““Lockbox Activation Date” means the date, and in any event within thirty (30) days of the Fifth Amendment Effective Date, the Borrower shall have established a Lockbox Account with a Lockbox Bank, in accordance with the terms of this Agreement, and such Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance satisfactory to Agent.”
““Minimum Net Revenue Threshold” means (a) for each applicable Defined Period ending on or before December 31, 2024, the minimum Net Revenue amount set forth on Schedule 6.1 attached hereto for such Defined Period, and (b) for each applicable Defined Period ending after December 31, 2024, a minimum Net Revenue amount determined by Agent in its reasonable discretion in consultation with Borrower Representative’s senior management and based on financial
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
statements and projections delivered to Agent in accordance with Section 4.1, which amounts shall be notified to Borrower Representative by Agent in writing on or prior to December 31st of the year ending prior to the year in which such Defined Period ends; provided that in no event shall the minimum Net Revenue amount for any applicable Defined Period ending after December 31, 2024 be less than an amount equal to the greater of (x) the applicable Minimum Net Revenue Threshold amount for the Defined Period ending on the last day of the immediately preceding month and (y) $34,000,000.”
““Borrowing Base” means:
For the avoidance of doubt, no Eligible Inventory shall be included in the determination of the Borrowing Base.”
“Section 6.2 Minimum Cash. (a) Commencing on the Fifth Amendment Effective Date and continuing at all times thereafter, Borrower shall not permit Borrower Unrestricted Cash, at any time to be less than Ten Million Dollars ($10,000,000).”
“(d) for the initial borrowing of Revolving Loans on or after the Fifth Amendment Effective Date, (i) Borrower shall have delivered after the Fifth Amendment Effective Date but prior to such borrowing of Revolving Loans financial statements required pursuant to Section 4.1(a) and the corresponding Compliance Certificate pursuant to Section 4.1(i) demonstrating to Agent’s and each Lender’s satisfaction that Net Revenue for the preceding twelve (12) calendar months (ending on the last day of the calendar month for which such Compliance Certificate is delivered) is greater than or equal to $38,000,000;”
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
Borrower agrees that failure to comply with the requirements set forth in this Section 6 shall constitute an immediate and automatic Event of Default under the Credit Agreement.
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
[SIGNATURES APPEAR ON FOLLOWING PAGES]
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
IN WITNESS WHEREOF, intending to be legally bound, the undersigned have executed this Agreement as of the day and year first hereinabove set forth.
AGENT: MIDCAP FUNDING IV TRUST
By: Apollo Capital Management, L.P.,
its investment manager
By: Apollo Capital Management GP, LLC,
its general partner
By: /s/ Maurice Amsellem
Name: Maurice Amsellem
Title: Authorized Signatory
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
LENDER: | MIDCAP FUNDING IV TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory
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MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)
BORROWER:
| ALPHA TEKNOVA, INC. By: /s/ Matthew Lowell |
MidCap / Teknova / Limited Waiver and Amendment No. 5 to A&R Credit Agreement (Revolving Loan)