Exhibit 10.20
[***] Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6)
AMENDMENT TO THE LOAN AGREEMENTS
This Amendment with respect to the First, Second, Third, Fourth, Fifth, and Sixth Loan Agreements and to the Restated Amendment (the “Amendment”) is entered into by and between the following parties:
PIERRE CARNEIRO RIBEIRO SCHURMANN, a Brazilian citizen, married under the regime of separation of property, business administrator, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) [***] (the “Lender” or “Mr. Pierre”); and
On the other hand, as Borrower:
NUVINI S.A., a corporation enrolled with the National Corporate Taxpayers Register of the Ministry of Economy (CNPJ/ME) [***], with principal place of business at Rua Jesuíno Arruda, No. 769, Suite 20 B, Itaim Bibi, in the city and State of São Paulo, Postal Code (CEP) 04532-082, with its constitutional documents duly filed with the Commercial Registry of the State of São Paulo [***], represented in accordance with its Bylaws (the “Borrower” or “Nuvini”).
The Lender and the Borrower are hereinafter collectively referred to as the “Parties,” and each individually as a “Party.”
WHEREAS:
(i) The Parties have entered into a certain First Loan Agreement (the “First Agreement”), dated August 23, 2021 and subsequently amended on January 27, 2022, under which the Lender agreed to lend to the Borrower an amount of six million Reais (R$6,000,000.00), to be repaid by July 20, 2022, as amended;
(ii) The Parties have entered into a certain Second Loan Agreement (the “Second Agreement”), dated August 31, 2021 and subsequently amended on January 27, 2022, under which the Lender agreed to lend to the Borrower an amount of three million Reais (R$3,000,000.00), to be repaid by July 20, 2022, as amended;
(iii) The Parties have entered into a certain Third Loan Agreement (the “Third Agreement”), dated January 27, 2022, under which the Lender agreed to lend to the Borrower an amount of five hundred thousand Reais (R$500,000.00), to be repaid by July 17, 2022;
(iv) The Parties have entered into a certain Fourth Loan Agreement (the “Fourth Agreement”), dated January 27, 2022, under which the Lender agreed to lend to the Borrower an amount of three hundred thousand Reais (R$300,000.00), to be repaid by July 24, 2022;
(v) The Parties have entered into a certain Fifth Loan Agreement (the “Fifth Agreement”), dated February 1, 2022, under which the Lender agreed to lend to the Borrower an amount of one million two hundred thousand Reais (R$1,200,000.00), to be repaid by February 7, 2023;
(vi) The Parties have entered into a certain Sixth Loan Agreement (the “Sixth Agreement”), dated March 29, 2022, under which the Lender agreed to lend to the Borrower an amount of one million one hundred and fifty thousand Reais (R$1,150,000.00), to be repaid by March 29, 2023;
(vii) The Parties have entered into a certain Loan Restated Amendment (the “Restated Amendment”), dated April 28, 2022, under which the parties agreed to adjust the payment provisions by amending Section 2.1 of the agreements in order to (a) subject the term for payment of the loans to the achievement by Nuvini of a Gross Debt-to-Pro Forma EBITDA ratio equal to or less than three point five times (3.5×) for three consecutive quarters, according to verifications to be made semi-annually by Nuvini and reported to debentureholders, and (b) provide, in all cases, for the adjustment of the loan amounts by the Interbank Deposit Certificate (CDI) rate and increased by interest at a rate of 8% p.a.;
Ex. 10.20-1
