S&W Seed Company

07/10/2024 | Press release | Distributed by Public on 07/10/2024 08:15

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On July 3, 2024, S&W Seed Company (the "Company") entered into a Third Amendment to the Amended and Restated Loan and Security Agreement (the "CIBC Amendment") with CIBC Bank USA ("CIBC"), which amended the Amended and Restated Loan and Security Agreement, dated March 22, 2023, as amended (the "CIBC Loan Agreement"), by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The CIBC Amendment, effective as of July 1, 2024, among other things:

subject to the satisfaction of certain post-closing covenants, extended the maturity date from August 31, 2024 to October 31, 2024 ("Maturity Date");
modified the maximum loan commitment under the CIBC Loan Agreement to (i) $20.0 million from July 1, 2024 through July 31, 2024, (ii) $18.5 million from August 1, 2024 through September 1, 2024, (iii) $17.5 million from September 2, 2024 through September 15, 2024, (iv) $15.0 million from September 16, 2024 through October 9, 2024, and (v) $13.0 million from October 10, 2024 through the Maturity Date;
modified the eligible inventory sublimit under the CIBC Loan Agreement from $5.0 million from July 1, 2024 through August 31, 2024 to (i) $8.5 million from July 1, 2024 through July 14, 2024, (ii) $7.5 million from July 15, 2024 through August 14, 2024, (iii) $7.0 million from August 15, 2024 through September 15, 2024, (iv) $6.5 million from September 16, 2024 through September 29, 2024, and (v) $5.0 million from September 30, 2024 through the Maturity Date;
added certain post-closing covenants which, should the Company not comply with the amended terms, shall constitute an immediate event of default under the CIBC Loan Agreement;
added a fee of $15,000 payable by the Company to CIBC on the date of the CIBC Amendment;
added a fee of $10,000 payable by the Company to CIBC monthly beginning July 1, 2024, and payable only if the eligible inventory sublimit is greater than $5.0 million; and
added a fee of $25,000 payable by the Company to CIBC on October 1, 2024, and payable only if the Company does not repay the obligations under the CIBC Loan Agreement in full by September 30, 2024.

Except as modified by the CIBC Amendment, all terms and conditions of the CIBC Loan Agreement remain in full force and effect.