Exhibit 10(oo)
FIRST OMNIBUS AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTEE AND SECURITY AGREEMENT
THIS FIRST OMNIBUS AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTEE AND SECURITY AGREEMENT, dated as of January 13, 2023 (this “Amendment”), is among Hercules Capital, Inc., a Maryland corporation (the “Borrower”), the LENDERS party hereto, SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and SMBC, as Collateral Agent (in such capacity, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and Issuing Banks party thereto and the Administrative Agent, are parties to the Revolving Credit Agreement, dated as of November 9, 2021 (as amended by the First Amendment to Revolving Credit Agreement, dated as of December 31, 2021 and the Second Amendment to Revolving Credit Agreement, dated as of June 14, 2022, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Collateral Agent are parties to the Guarantee and Security Agreement, dated as of November 9, 2021 (the “Existing Guarantee and Security Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Security Agreement”);
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to amend the Existing Credit Agreement, and the Lenders party hereto, representing the Required Lenders, and the Administrative Agent are willing, on the terms and subject to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof; and
WHEREAS, the Borrower has requested that the Collateral Agent amend the Existing Guarantee and Security Agreement and the Collateral Agent is willing, with the consent of the Secured Parties representing the Required Secured Parties (as such terms are defined in the Existing Guarantee and Security Agreement), on the terms and subject to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof.
NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:
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DEFINITIONS
“Administrative Agent” is defined in the preamble.
“Amendment” is defined in the preamble.
“Amendment Effective Date” is defined in Section 5.1.
“Borrower” is defined in the preamble.
“Collateral Agent” is defined in the preamble.
“Credit Agreement” is defined in the first recital.
“Existing Credit Agreement” is defined in the first recital.
AMENDMENT TO EXISTING CREDIT AGREEMENT
AMENDMENT TO EXISTING GUARANTEE AND SECURITY AGREEMENT
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LIEN ACKNOWLEDGMENT AGREEMENT
CONDITIONS TO EFFECTIVENESS
MISCELLANEOUS
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
Borrower: Hercules Capital, Inc.
By: /s/ Seth H. Meyer
Name: Seth H. Meyer
Title: Chief Financial Officer
Administrative Agent, Collateral
Agent and Lender: SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ Shane Klein
Name: Shane Klein
Title: Managing Director
Lender: SYNOVUS BANK
By: /s/ Daniel Lourchesne
Name: Daniel Lourchesne
Title: Authorized Signatory
Lender: CUSTOMERS BANK
By: /s/ Lyle P. Cunningham
Name: Lyle P. Cunningham
Title: Executive Vice President
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