Oregon | 0-26844 | 93-0945232 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5435 NE Dawson Creek Drive | |
Hillsboro, Oregon | 97124 |
(Address of Principal Executive Offices) | (Zip Code) |
Emerging growth company | [ ] | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] |
RADISYS CORPORATION | ||||
Date: | November 6, 2018 | By: | /s/ Jonathan Wilson | |
Jonathan Wilson | ||||
Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer) |
1. | Defined Terms. Any and all initially capitalized terms used in this Amendment (including, without limitation, in the Recitals to this Amendment) without definition shall have the respective meanings assigned thereto in the Loan Agreement. |
2. | Second Temporary Amendments to Loan Agreement. Notwithstanding any provisions of the Loan Agreement to the contrary, effective from the Temporary Amendment Effective Date through the Second Temporary Amendment Termination Date, the Loan Agreement is hereby amended as follows (it being understood, for the avoidance of doubt, that upon the Second Temporary Amendment Termination Date, all amendments contained in this Section 2 shall from and after the Second Temporary Amendment Termination Date no longer be of any force or effect): |
(a) | Section 1.1 of the Loan Agreement is hereby amended by adding the following definitions in appropriate alphabetical order: |
(b) | From the Temporary Amendment Effective Date through the Second Temporary Amendment Termination Date, the definition of “Blocked Account Minimum Balance” in Section 1.1 of the Loan Agreement shall be temporarily amended to read as follows: |
(c) | From the Temporary Amendment Effective Date through the Second Temporary Amendment Termination Date, Section 9.1(a) of the Loan Agreement is hereby temporarily amended by adding a new sentence at the end of such provision to read as follows: |
(d) | From the Temporary Amendment Effective Date through the Second Temporary Amendment Termination Date, Section 9.1(c) of the Loan Agreement is hereby temporarily amended to read as follows: |
3. | Representations and Warranties. Borrower represents and warrants to Lender that: |
(a) | Borrower acknowledges that, in accordance with, and pursuant to, Section 3.2(c) of the Loan Agreement, Borrower is Obligated to pay an early termination fee in an amount equal to $400,000 if the Obligations are repaid on or before January 3, 2019. |
(b) | There exists no Default or Event of Default, or any other condition or occurrence of events that now constitute or with the passage of time or the giving of notice or both, would constitute a Default or Event of Default, under the Loan Agreement or any other Loan Document. |
(c) | Each person executing and delivering this Amendment (other than Lender), has been duly authorized by all necessary corporate action. |
(d) | All representations and warranties contained in the Loan Documents, except for those that speak as of a particular date, are and remain true and correct in all material respects as of the date of this Amendment. |
4. | Conditions Precedent. The effectiveness of this Amendment shall be subject to the prior satisfaction of each of the following conditions (the date on which all of the following conditions are satisfied is referred to herein as the “Second Temporary Amendment Effective Date”): |
(a) | This Amendment. Lender shall have received this Amendment duly executed by an authorized officer of Borrower; |
(b) | Prior Accommodation Fee. Lender shall have received the $20,000 accommodation fee that was earned under Section 4 of the Temporary Amendment to Loan and Security Agreement, dated as of June 29, 2018; |
(c) | Consent and Reaffirmation. Lender shall have received the duly executed Consent and Reaffirmation attached to this Amendment; |
(d) | Payment Deferral Agreement. Lender shall have received the First Amendment to the HCP Term Loan Agreement, which shall provide for, among other things, the deferral of all principal payments through the Second Temporary Amendment Termination Date NTD: The First Amendment addresses the condition. ; and |
(e) | Officer's Certificate. Lender shall have received the Officer's Certificate attached to this Amendment executed by a duly authorized officer of Borrower. |
5. | Integration. This Amendment, the Loan Documents and the documents referred to herein constitute the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Amendment. |
6. | Counterparts. This Amendment may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same agreement. |
7. | Governing Law. This Amendment, the interpretation and construction of this Amendment and any provision of this Amendment and of any issue relating to the transactions contemplated by this Amendment shall be governed by the laws of the State of California, not including conflicts of law rules. |
8. | Further Assurances. Borrower agrees to execute and deliver such other agreements, documents and instruments and take such other actions as Lender may reasonably request in connection with the transactions contemplated by this Amendment. |
MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company By: /s/ Xavier Gannon Name: Xavier Gannon Title: Senior Vice President | |
RADISYS CORPORATION, an Oregon corporation By: /s/ Jon Wilson Name: Jon Wilson Title: Chief Financial Officer |
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RADISYS INTERNATIONAL LLC By: /s/ Jon Wilson Name: Jon Wilson Title: Director and Chief Financial Officer |
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