LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
Exhibit 10.1
LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
THIS LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
(this "Agreement") is being entered into as of the l9th day of May, 2022, by and between CADENCE BANK, a Mississippi state banking corporation with its bank headquarters in Tupelo, Mississippi (the "Bank"), and ADTRAN, INC., a Delaware corporation (the "Borrower").
PREAMBLE
The Borrower is the maker of a certain Promissory Note dated as of the 4th day of November, 2020 (the "Note"), which evidences a certain TEN MILLION and NO/100 Dollars ($10,000,000.00) loan from the Bank to the Borrower (the "Loan"). The Loan was made available pursuant to a certain Revolving Credit and Security Agreement by and between the Bank and the Borrower dated as of the 4th day of November, 2020 (the "Loan Agreement"; any capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Loan Agreement), and is secured by, among other things, that certain Security Agreement by and between the Bank and the Borrower dated as of the 41h day of November, 2020. The Bank and the Borrower have agreed to modify the Loan, and to amend the documents and instruments evidencing, securing, relating to, guaranteeing or executed or delivered in connection with the Loan, all as modified by that certain Loan Modification Agreement and Amendment to Loan Documents by and between the Bank and the Borrower dated as of the 4•h day of November, 2021 (as modified, collectively the "Loan Documents").
Accordingly, the Bank and the Borrower have agreed that the Loan shall be further modified, and that the Loan Documents shall be further amended as set forth below.
AGREEMENT
NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows, notwithstanding anything in the Loan Documents to the contrary:
"(v) monthly investment account statements from Portfolio Manager within thirty days of each month end; and (vi) such other financial) and related information when and as requested by Bank regarding Borrower, the Collateral and any endorser, guarantor or surety of any of the Liabilities of Borrower to Bank, including balance confirmations of Collateral as requested."
"6.9 Loan to Value. To be tested at any time by Bank, but at least quarterly, there shall be a maximum Loan to Value of eighty-five percent (85%) determined
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by dividing the full commitment amount of the Loan on the date of testing by the market value of the Collateral described in that certain Security Agreement."
By their execution below, for and in consideration of the Bank's commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrower, for itself and for its respective successors, executors, heirs, administrators, and assigns, each hereby acknowledge and agree that neither the Bank, nor any of its officers, directors, employees, agents, servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and assigns (hereinafter referred to collectively as the "Released Parties") have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral which secures the Loan (the "Collateral"), and that the Borrower does not have any claim of any nature
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whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection to the Loan or the Collateral prior to and including the date hereof. The Borrower, for itself and for its respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all manner of action, suits, claims, counterclaims, causes of action, offsets, deductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, expenses, losses, liabilities, costs, expenses, any and all demands whatsoever and compensation of every kind and nature, past, present, and future, known or unknown (herein collectively, "Claims") that the Borrower or any of the Borrower's successors, successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause, transaction, occurrence or omission whatsoever, which happened or has happened on or before the date of this Agreement, on account of or arising from or which is connected in any manner whatsoever with the Loan, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral which has served or is serving as security for the Loan or the Loan Documents, or which is related to any and all transactions and dealings with among Bank and the Borrower, or any other matter or thing that has occurred before the signing of the Agreement, known or unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the Borrower, for itself and for its respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any liability with respect to any and all such Claims.
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[SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed as of the date first set forth above.
BORROWER:
ADTRAN, INC., a Delaware corporation
By: /s/ Xxxxxxx X Xxxxxxx
Printed Name: Xxxxxxx X. Xxxxxxx
Title: CFO
STATE OF Alabama
COUNTY OF Madison
I, Xxxxxx Xxxxxxxx Xxxxxxx a notary public in and for said county in said state, hereby certify that Xxxxxxx X. Xxxxxxx, whose name as CFO of ADTRAN, Inc., a Delaware corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal this 12th day of May, 2022.
Ashley Xxxxxxxx Xxxxxxx
Notary Public
[NOTARIAL SEAL]
My Commission Expires: April 23, 2023
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[SIGNATURE PAGE TO LOAN MODIFICATION (continued)]
Bank:
CADENCE BANK, a Mississippi state banking corporation with its bank headquarters in Tupelo, Missippi
By: /s/ Xxxxxxx Xxxxxxxx (SEAL)
Printed Name: Xxxxxxx Xxxxxxxx
Title: SVP
STATE OF Alabama
COUNTY OF Jefferson
I, Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx a notary public in and for said county in said state, hereby certify that Xxxxxxx Xxxxxxxx, whose name as Senior Vice President of Cadence Bank, a Mississippi state banking corporation with its bank headquarters in Tupelo, Mississippi, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal this 18th day of May, 2022.
Xxxxxxxx Xxxxxx Xxxxxx
Notary Public
[NOTARIAL SEAL]
My Commission Expires: May 16, 2024
[End of signatures.]
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