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Kaspien Holdings Inc.

09/20/2021 | Press release | Distributed by Public on 09/20/2021 14:31

Amendment No. 3 to Loan and Security Agreement (Form 8-K)

Amendment No. 3 to Loan and Security Agreement

On September 17, 2021, Kaspien Holdings Inc. (the "Company") and Kaspien Inc. ("Kaspien," and together with the Company, the "Loan Parties"), a wholly-owned subsidiary of the Company, entered into that certain Amendment No. 3 to Loan and Security Agreement (the "Third Amendment") with Eclipse Business Capital LLC ("Eclipse"), as administrative agent, and the lenders party thereto, pursuant to which the parties thereto amended the Loan and Security Agreement, dated as of February 20, 2020 and amended as of March 30, 2020 and as of April 13, 2021, between the Company, Kaspien, Eclipse and the lenders party thereto.

Pursuant to the Third Amendment, among other things, (i) the maturity of the credit facility has been extended to February 20, 2024, and the early termination fees have been accordingly reset; (ii) the LIBOR floor has been reduced to 1.00%; (iii) up to $4,000,000 of acquisitions are now allowed without Eclipse's consent, subject to satisfaction of various conditions, including the Company having a trailing twelve month fixed charge coverage ratio of 1.20x and Excess Availability greater than the greater of (x) 20% of the average Borrowing Base for each 30 day period immediately prior to, and pro forma for, the purchase and (y) $1,500,000 and (iv) up to $5,600,000 aggregate principal amount of the subordinated indebtedness may be prepaid, subject to satisfaction of various conditions, including compliance with the financial covenant.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Subordinated Loan and Security Agreement

On September 17, 2021, the Loan Parties entered into that certain Amendment No. 1 to Subordinated Loan and Security Agreement (the "Amended Subordinated Loan Agreement") with the lenders party thereto from time to time (the "Lenders"), pursuant to which the parties thereto amended the Subordinated Loan Agreement, dated as of March 30, 2020, between the Loan Parties, the Lenders and TWEC Loan Collateral Agent, as collateral agent for the Lenders.

Pursuant to the Amended Subordinated Loan Agreement, among other things, the maturity of the loan has been extended to March 31, 2024.

The foregoing description of the Amended Subordinated Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Subordinated Loan Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
Description
Amendment No. 3 to Loan and Security Agreement dated September 17, 2021
Amendment No. 1 to Subordinated Loan and Security Agreement dated September 17, 2021
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).