Attached files
Exhibit 10.21
September 9,
2021
LightPath
Technologies, Inc. 2603 Challenger Tech Court Suite
100
Orlando, Florida
32826
Attention: Sam
Rubin, President and CEO
Re:
Loan Agreement
dated February 26, 2019 by and between LightPath Technologies, Inc.
et. al. and BankUnited, N.A. as amended (the “Loan
Agreement”)
NOTICE
OF DEFAULT AND WAIVER
Dear
Mr. Rubin:
Under
the terms of the referenced Loan Agreement LightPath Technologies,
Inc. (“Borrower”) is required to maintain a minimum
Fixed Charge Coverage Ratio (defined in the Loan Agreement) of 1.25
to 1.00 to be tested quarterly. As of June 30, 2021 you were not in
compliance with that covenant (“Covenant
Default”).
BankUnited, N.A.
(“Lender”) is waiving the June 30, 2021 covenant
non-compliance.
We will
modify the Fixed Charge Coverage Ratio Covenant through maturity
(the next two quarterly tests) to (a) allow specific and approved
China/fraud-related add-backs, and (b) reduce the ratio to 1.0x for
September 30, 2021 and 1.10x for December 31, 2021. The existing
covenant of maximum Total Leverage Ratio of 4.00 to 1.00, tested
quarterly, will also allow said add-backs.
This
waiver and modification is conditioned on:
1.
Cancellation of the
Guidance Line Facility
2.
Fundings under the
Revolving Credit Facility will require specific Lender approval,
which will not be granted in the absence of compliance with the
amended September 30, 2021 and the December 31, 2021 Fixed Charge
Coverage Ratio Covenant.
3.
$10,000 Default
& Waiver Fee paid to BankUnited, N.A
LightPath
Technologies, Inc.
Notice
of Default and Waiver
Page 2
September 9,
2021
The
foregoing waiver is without prejudice to all of the rights and
remedies afforded Lender in the Loan Agreement and the related loan
documents (the “Loan Documents”) for any other breach
thereof, all of which rights and remedies are hereby expressly
reserved.
The
Covenant Default described herein does not necessarily constitute
all of the defaults or Events of Default which currently may exist
under the Loan Documents, and the specific reference to the
Covenant Default is not intended to, nor shall, be a waiver or
implied waiver thereof.
In no
event and under no circumstance shall this letter or the prior or
future collection of any principal, interest or fees by Lender be
construed to: (i) cure any Covenant Default or any other default or
Event of Default (whether described or referred to herein or
otherwise), (ii) waive, limit, prejudice, condition or otherwise
adversely affect any rights, remedies, privileges or powers of
Lender under the Loan Documents or applicable law (including,
without limitation, Lender’s right to foreclosure on any and
all collateral covered by the Loan Documents), all of which are
hereby expressly reserved, (iii) cause a modification or amendment
of the Loan Documents, except as expressly set forth herein, (iv)
modify, change, diminish, postpone or release any of
Borrower’s obligations or liabilities under the Loan
Documents or any other liability Borrower may have to Lender, or
(v) limit Lender’s right to demand any and all sums which are
or may hereafter become due and payable under the Loan Documents or
otherwise including, without limitation, collection costs and
attorney’s fees.
This
letter is not intended to establish a custom or course of dealing
between Borrower and Lender. The delivery by Lender of this letter
shall not constitute or create a right to notice or demand on any
future occasion that is not otherwise required under the Loan
Documents.
By
signing this Notice of Default and Waiver you authorize BankUnited,
N.A. to debit your operating account for the $10,000.00 fee and
reasonable legal fees incurred for the processing of the waiver.
You will also be responsible to reimburse us for any other
reasonable outside counsel legal fees that may be
incurred.
Very
truly yours,
/s/
Joseph M. Disanti
Joseph
M. Disanti
Senior
Vice President
cc:
Alissa K. Lugo,
Esq.
Baker Hostetler
SunTrust Center
200 South Orange
Ave, Suite 2300
Orlando, Florida
32801-3432
LightPath
Technologies, Inc.
Notice
of Default and Waiver
Page 3
September 9,
2021
Agreed:
LightPath
Technologies, Inc.
/s/ Sam Rubin
By:
Sam Rubin, President & CEO
(print name)