AMENDMENT NO.4 TO LIMITED FORBEARANCE AGREEMENT
Exhibit 10.17
Execution Copy
AMENDMENT NO.4 TO LIMITED FORBEARANCE AGREEMENT
This Amendment No. 4 to the Limited Forbearance Agreement (this “Amendment”) is made this 29th day of January, 2016 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”) and VALERITAS SECURITY CORPORATION, each as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
RECITALS
A. The Borrower, Parent, the other Guarantors, the Control Agent and the other Lenders signatory thereto have entered into that certain Amended and Restated Term Loan Agreement dated as of August 5, 2014 (as amended from time to time, the “Credit Agreement” and together with all other agreements, instruments and documents executed in connection therewith, the “Loan Documents”).
B. As of April 3, 2015, certain Events of Default (as that term is defined in the Credit Agreement) had occurred and were continuing and the Lenders duly provided notice to the Borrower and all Guarantors and declared all of the Obligations under the Credit Agreement to be then immediate due and payable and terminated all further Commitments and obligations to extend any further credit under any Loan Document. As a result of such acceleration of the Obligations, the Borrower and the Guarantors requested that the Lenders temporarily forbear from further exercising certain rights or remedies with respect to such Events of Default (and only with respect thereto).
C. Subsequently, the Borrower, Guarantors, Control Agent and Lenders entered into a Limited Forbearance Agreement, dated as of May 18, 2015, as amended by that certain Amendment No. 1 to Limited Forbearance Agreement, dated as of September 28, 2015, that certain Amendment No. 2 to Limited Forbearance Agreement, dated as of November 13, 2015 and that certain Amendment No. 3 to Limited Forbearance Agreement, dated as of December 21, 2015 (as so amended, the “Forbearance Agreement”) pursuant to which, subject to the terms and conditions of the Forbearance Agreement, the Lenders and the Control Agent agreed to temporarily forbear from further exercising their rights and remedies under the Credit Agreement and/or the Loan Documents with respect to the Designated Defaults. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Forbearance Agreement.
D. At the request of the Borrower and Guarantors, subject to the terms and conditions set forth herein, and without waiving any existing or future rights or remedies that the Lenders or Control Agent may have against the Borrower or Guarantors, and without creating a custom or course of dealing among the parties, the Control Agent and the other Lenders are willing to amend and extend the Forbearance Agreement and forbear from further exercising certain of their default-related rights and remedies against the Borrower and the Guarantors with respect to the Designated Defaults (and only with respect thereto).
E. This Amendment shall constitute a Loan Document, and these Recitals shall be construed as part of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, and in consideration of the premises and the mutual covenants contained herein, subject to the satisfaction of the conditions described in Section 3 hereof, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO FORBEARANCE AGREEMENT.
This Amendment shall become effective on the date that each of the conditions set forth in Section 3 of this Amendment are satisfied (the “Effective Date”) and the Forbearance Agreement shall be deemed amended as follows:
1.1 Section 3(a) of the Forbearance Agreement is hereby deleted in its entirety and replaced with the following:
“SECTION 3. Forbearance
(a) As used herein, the term “Forbearance Period” shall mean the period commencing on the date hereof and ending on the earliest to occur of (i) March 31, 2016 (5:00 p.m. Central time), (ii) the effective date of the amendment and restatement of the Credit Agreement to extend credit to the Borrower as contemplated under Section 4(t) hereof, and (iii) the occurrence of any one or more of the following events:
(A) any failure by any Credit Party to timely comply with any other term, condition or provision contained in this Agreement, whether or not notice is given of such failure, after giving effect to any notice, lapse of time or both;
(B) any Material Adverse Effect (other than any Designated Default, except to the extent that any Designated Default either is repeated or worsens) shall occur as determined by Control Agent (after giving effect to the financial condition of the Borrower and the other Credit Parties as of the date hereof); and
(C) Any failure by any Credit Party to timely comply with any term, condition or provision contained in the documents evidencing the Second Bridge Equity Financing, the Third Bridge Equity Financing or the Preferred AB Stock Warrants, whether or not notice is given of such failure, after giving effect to an notice, lapse of time or both.
The occurrence of any of the events set forth in clauses (A) through (C) above shall constitute an immediate Event of Default under the Credit Agreement and the other Loan Documents.”
1.2 Section 4(b)(i) of the Forbearance Agreement is hereby deleted in its entirety and replaced with the following:
“(b) Permitted Expenditures.
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(i) Attached hereto as Exhibit B is a draft 13-week detailed expense statement containing a projection of cash receipts and disbursements for the period reflected thereon, a final version of which shall be delivered to the Control Agent and the other Lenders on or before February 5, 2016 (as set forth thereon or as modified in accordance with the terms of this Agreement, the “Budgeted Cash Flow”). The Borrower represents and warrants that such Budgeted Cash Flow (and each modification thereof) was prepared in good faith in accordance with GAAP consistently applied (using reasonable and conservative assumptions and estimates) and contains only (A) those expenditures that are necessary to avoid immediate or irreparable harm to the Collateral and as are necessary and reasonable for the Borrower to preserve the going-concern value of the Borrower’s business during the Forbearance Period and (B) costs incurred by or allocable to the Parent for tax and dissolution matters. The Borrower may modify the Budgeted Cash Flow upon the prior written consent of the Control Agent and the Majority Lenders so long as the Borrower’s total expenditures do not exceed the aggregate funds approved in the Budgeted Cash Flow.”
1.3 Section 4(e) of the Forbearance Agreement is hereby deleted in its entirety and replaced with the following:
“(e) Use of Valeritas Security Cash. All cash or cash equivalents in the Valeritas Security Control Account as of September 28, 2015, and all cash or cash equivalents deposited or transferred into the Valeritas Security Control Account after September 28, 2015 shall be hereinafter referred to as the “VSCA Cash.” Borrower shall be prohibited from using the VSCA Cash to fund the Budgeted Cash Flow until all other cash in the Borrower’s Control Accounts and the proceeds of the Second Bridge Equity Financing, the Third Bridge Equity Financing and the Preferred AB Stock Warrants have been used in full.”
1.4 The following provision shall be added to the Forbearance Agreement as Section 4(r):
“(r) Third Bridge Equity Financing. By no later than January 29, 2016, the Borrower shall consummate a transaction for equity financing of no less than $5.5 million, inclusive of any amounts invested or advanced by the Lenders (the “Third Bridge Equity Financing”), pursuant to documentation in form and substance acceptable to the Majority Lenders. The net proceeds resulting from the Third Bridge Equity Financing (and all cash contained in the Borrower’s Control Accounts other than the VSCA Cash) shall be used by the Credit Parties to fund the Budgeted Cash Flow and none of the VSCA Cash shall be used until all net proceeds of the Third Bridge Equity Financing and the Preferred AB Stock Warrants and cash contained in the other Control Accounts have been used in accordance with the Budgeted Cash Flow. For the avoidance of doubt, during the Forbearance Period, no Credit Party shall make any Restricted Payment on account of such equity, whether directly or indirectly.”
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1.5 The following provision shall be added to the Forbearance Agreement as Section 4(s):
“(s) Preferred AB Stock Warrants. By no later than January 29, 2016, the Borrower shall issue to the Lenders warrants to purchase up to $20,000,000 of Series AB Preferred Stock of the Borrower with a strike price of $1.25 per share, (the “Preferred AB Stock Warrants”), pursuant to documentation in form and substance acceptable to the Majority Lenders. The proceeds resulting from the Preferred AB Stock Warrants (and all cash contained in the Borrower’s Control Accounts other than the VSCA Cash) shall be used by the Credit Parties to fund the Budgeted Cash Flow and none of the VSCA Cash shall be used until all proceeds of the Third Bridge Equity Financing and the Preferred AB Stock Warrants and cash contained in the other Control Accounts have been used in accordance with the Budgeted Cash Flow. For the avoidance of doubt, during the Forbearance Period, no Credit Party shall make any Restricted Payment on account of such equity, whether directly or indirectly.”
1.6 The following provision shall be added to the Forbearance Agreement as Section 4(t):
“(t) Additional Loans under the Credit Agreement. During the Forbearance Period, the Lenders shall in good faith negotiate with the Borrower to amend and restate the Credit Agreement and applicable Loan Documents as of the end of the Forbearance Period to provide up to $20,000,000 in new loans to the Borrower, in an effort to preserve and protect the enterprise value of the Borrower’s business, and on such terms and conditions satisfactory to the Lenders and the Borrower, including, without limitation, the following terms and conditions:
(i) The aggregate outstanding principal balance of the loans under the amended and restated Credit Agreement shall be equal to the total debt owing under the Credit Agreement as of the effective date of the amendment and restatement, inclusive of all accrued but unpaid interest and default interest;
(ii) The maturity date under the amended and restated Credit Agreement shall be the original maturity date under the Credit Agreement;
(iii) The decision to lend any amount as a new loan under the amended and restated Credit Agreement shall be at the sole discretion of the Lenders;
(iv) A fee equal to 8% of any new loan shall be payable on the draw date of such loan;
(v) Any investment by the Lenders in the Borrower through the Preferred AB Stock Warrants would not reduce the amount available under the amended and restated Credit Agreement in new loans; and
(vi) The Lenders shall agree to release the Parent from its guaranty and pledge effective as of the date of the dissolution of the Parent, provided that as of such date of dissolution, this Agreement remains in effect and the Forbearance Period is continuing.”
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1.7 The following provision shall be added to the Forbearance Agreement as Section 4(u):
“(u) Dissolution of Valeritas Holdings, LLC. Within 30 days of the consummation of the Third Bridge Equity Financing, the Borrower and the Parent shall cause the Parent to be dissolved and the Parent’s assets to be distributed to the unit holders of the Parent in accordance with the terms and conditions of the Amended and Restated Limited Liability Company Agreement of the Parent and the following terms and conditions:
(i) Prior to the dissolution of the Parent, all creditors of the Parent, including all (if any) applicable governmental or tax authorities, employees, vendors and trade creditors, shall have been paid in full and/or a sufficient cash reserve shall have been created to do so;
(ii) The existing D&O insurance policy covering the board of the Parent shall not be permitted to lapse and shall cover all new board members of the board of the Borrower and all board members of the board of the Parent for acts or omissions made prior to the dissolution of the Parent;
(iii) The Amended and Restated Limited Liability Company Agreement of the Parent shall terminate upon the dissolution of the Parent;
(iv) The Parent shall appoint a person acceptable to the Lenders to be the responsible officer to oversee and implement the dissolution of the Parent; and
(v) The rights and duties of the unitholders of the Parent under any voting agreement or investor rights agreement to which they are a party shall terminate or be amended to the satisfaction of the Lenders upon the dissolution of the Parent.”
1.8 Exhibit B of the Forbearance Agreement shall be deleted in its entirety and replaced with Exhibit B attached hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
To induce Lenders to enter into this Amendment, the Borrower and Guarantors each represent and warrant to the Lenders that:
2.1 Representations, Warranties and Covenants. (a) After giving effect to this Amendment, no representation or warranty of any Credit Party contained in the Credit Agreement or any of the Loan Documents, including this Amendment, shall be untrue or incorrect in any material respect as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date, and (b) no Default or Event of Default (other than the Designated Defaults) has occurred or is continuing, or would result after giving effect hereto.
2.2 Authorization, Etc. Each Credit Party has the power and authority to execute, deliver and perform this Amendment. Each Credit Party has taken all necessary action (including, without limitation, obtaining approval of its stockholders, if necessary) to authorize its execution, delivery and performance of this Amendment. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with any Credit Party’s execution, delivery and
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performance of this Amendment, except for those already duly obtained. This Amendment has been duly executed and delivered by each Credit Party and constitutes the legal, valid and binding obligation of each Credit Party, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor rights generally or by equitable principles relating to enforceability. No Credit Party’s execution, delivery or performance of this Amendment (i) contravenes the terms of any of such Credit Party’s organization documents; (ii) conflicts with or constitutes a violation or breach of, or constitutes a default under, or results in the creation or imposition of any Lien (other than pursuant to the Security Documents) upon the property of any Credit Party by reason of the terms of any material obligation under any Contract to which such Credit Party is a party (including without limitation obligations arising from agreements relating to any such Contract to which any Credit Party is a party or which is binding upon it); or (iii) violates any Requirement of Law in any material respect.
2.3 Acknowledgment of Obligations. Each Credit Party hereby acknowledges, confirms and agrees that the Credit Parties are indebted to the Lenders in respect of the Loans under the Credit Agreement. The Loans and all other Obligations under or in connection with the Loans, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges now or hereafter payable by the Borrower or any Guarantor to the Control Agent and the other Lenders (including, without limitation, the Prepayment Premium, which each Credit Party acknowledges, confirms and agrees is immediately due and payable in accordance with Section 11.02 of the Credit Agreement and otherwise pursuant to the Loan Documents), are unconditionally and immediately due and payable by the Borrower and the Guarantors to the Control Agent and the other Lenders, without offset, recoupment, defense or counterclaim of any kind, nature or description whatsoever, all of which (if any exist, and which the Credit Parties hereby acknowledge do not exist) are hereby waived by the Credit Parties.
2.4 Security. Subject to Section 4(t)(vi) of the Forbearance Agreement (as amended by Section 1.6 of this Amendment), the Secured Parties’ security interests in the Collateral continue to be perfected, valid, binding and enforceable first-priority security interests which secure the Obligations (subject only to the Permitted Liens) and no tax or judgment liens are currently of record against Borrower or any other Credit Party. Neither the Borrower nor any Guarantor holds or controls, or will hold or control during the Forbearance Period, cash or cash equivalents that is unencumbered and the Borrower and the Guarantors have granted to the Control Agent and the other Lenders enforceable first-priority security interests on all of the Borrower’s and the Guarantors’ cash and cash equivalents.
2.5 Acknowledgment of Default. Each Credit Party hereby acknowledges and agrees that the Designated Defaults have occurred and are continuing as of the date hereof, each of which constitutes an Event of Default, and, as a result of the Designated Defaults, as well as any other Defaults or Events of Default that may exist, the Control Agent and the other Lenders are entitled to exercise any and all default-related rights and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law, including without limitation, to accelerate the Obligations (and have done so as set forth in 2.5 of the Forbearance Agreement) or to exercise rights against Collateral and that no Credit Party has any valid defense to the enforcement of such default-related rights and remedies. Each Credit Party hereby acknowledges and agrees that the first to occur of the Designated Defaults occurred no later than January 1, 2015 and have continued to date.
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2.6 Acknowledgment of Exercise of Remedies. Each Credit Party hereby acknowledges, confirms, and agrees that (i) on April 3, 2015, the Control Agent and the other Lenders duly provided notice to the Borrower that various defaults and Events of Default (including, without limitation, the Designated Defaults) had occurred and are continuing, declared all of the Obligations of the Borrower under the Credit Agreement and all other Loan Documents to be then immediately due and payable, and terminated the Commitments as of January 1, 2015, and any other obligations to extend any further credit under any of the Loan Documents; (ii) such actions by the Control Agent and the other Lenders were a proper exercise of their rights and remedies, and were made in accordance with the provisions of the Credit Agreement, the other Loan Documents, and applicable law; and (iii) payment in full in cash of the Obligations (in the case of the Loans, at the Redemption Price) is immediately due and payable.
SECTION 3. CONDITIONS TO EFFECTIVENESS.
The effectiveness of Section 1 of this Agreement is expressly conditioned upon the satisfaction and delivery of each of the applicable conditions set forth below:
3.1 Documentary Deliveries. The Lenders shall have received the following documents, each of which shall be in form and substance acceptable to the Lenders:
(a) This Amendment duly executed and delivered by the Borrower and each of the other parties hereto;
(b) A draft Budgeted Cash Flow in accordance with Section 4(b)(i) of the Forbearance Agreement;
(c) Documentation evidencing the closing, in toto, of the Third Bridge Equity Financing in accordance with Section 4(r) of the Forbearance Agreement;
(d) Documentation evidencing the closing, in toto, of the Preferred AB Stock Warrants in accordance with Section 4(s) of the Forbearance Agreement; and
(e) Resolutions of the boards of the Borrower and the Parent approving and authorizing this Amendment and the actions contemplated hereby, including the dissolution of the Parent.
3.2 No Default. The representations and warranties contained herein shall be true and correct in all material respects as of the date hereof, and no Default or Event of Default, other than the Designated Defaults, shall exist on the date hereof.
3.3 Expense Reimbursement. The Control Agent and the other Lenders shall have received reimbursement for all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Control Agent and the other Lenders) in accordance with Section 12.03(a) of the Credit Agreement.
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SECTION 4. MISCELLANEOUS
4.1 Successors and Assigns. This Amendment shall be binding on and shall inure to the benefit of the Credit Parties, the Control Agent and the other Lenders and their respective successors and assigns, except as otherwise provided herein (none of which include WCAS, who is not a party or a third-party beneficiary of this Amendment). No Credit Party may assign, delegate, transfer, hypothecate or otherwise convey any of its rights, benefits, obligations or duties hereunder without the prior written consent of the Control Agent and the other Lenders.
4.2 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
4.3 Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.
4.4 Conflict of Terms. Except as otherwise provided in this Amendment, if any provision contained in this Amendment is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Amendment shall govern and control.
4.5 Incorporation of Credit Agreement. The provisions contained in Sections 12.09 (Governing Law), 12.10 (Jurisdiction, Service of Process and Venue), 12.11 (Waiver of Jury Trial) and 12.12 (Waiver of Immunity) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.
4.6 Continued Effectiveness. Notwithstanding anything contained in this Amendment, the terms of this Amendment are not intended to and do not serve to effect a novation as any of the Loan Documents, including the Forbearance Agreement. The Loan Documents, including the Forbearance Agreement, remain in full force and effect and the terms and provisions of the Loan Documents, including the Forbearance Agreement, are ratified and confirmed as amended by the terms of this Amendment. This Amendment is only applicable and shall only be effective in the specific instances and for the specific purposes for which made or given. Except as specifically provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver or forbearance of any right, power or remedy of the Control Agent or any other Lender under the Credit Agreement or any of the Loan Documents, or constitute a consent, waiver or modification with respect to any provision of the Credit Agreement or any of the Loan Documents which shall remain in full force and effect. Upon the effectiveness of this Amendment each reference in (i) the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” or words of similar import and (ii) any Loan Document, including the Forbearance Agreement, to “the Agreement” shall, in each case and except as otherwise specifically stated therein, mean and be a reference to the Credit Agreement as modified hereby.
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4.7 Further Assurances. Borrower and each other Credit Party agrees to, and to cause any other Credit Party to, take all further actions and execute all further documents as Control Agent may from time to time reasonably request to carry out the transactions contemplated by this Amendment and all other agreements executed and delivered in connection herewith.
4.8 Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed signature page to this Amendment.
SECTION 5. Affirmation of Guarantors.
5.1 Each Guarantor hereby acknowledges and agrees that it has reviewed the terms and provisions of this Amendment and consents to any modification of the Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms to the Control Agent and the other Secured Parties that, after giving effect to this Amendment, the Guarantee of such Guarantor and each other Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Subject to Section 4(t)(vi) of the Forbearance Agreement (as amended by Section 1.6 of this Amendment), each Guarantor further acknowledges, confirms and agrees that Control Agent and the other Lenders have and shall continue to have a valid, enforceable and perfected first-priority lien (subject only to Permitted Liens) upon and security interest in the Collateral granted to Control Agent and the other Lenders pursuant to the Loan Documents or otherwise granted to or held by Control Agent and the other Lenders.
5.2 Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the waivers or modifications to the Credit Agreement or any other Loan Document effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future waivers or modifications to the Credit Agreement or any other Loan Document.
[signature pages follow]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
| BORROWER: | ||
| VALERITAS, INC. | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx | ||
| Title: CEO | ||
| GUARANTORS: | ||
| VALERITAS HOLDINGS, LLC | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx | ||
| Title: CEO | ||
| VALERITAS SECURITY CORPORATION | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx | ||
| Title: CEO | ||
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO LIMITED FORBEARANCE AGREEMENT]
| LENDERS: | ||
| CAPITAL ROYALTY PARTNERS II L.P., as Lender and Control Agent | ||
| By CAPITAL ROYALTY PARTNERS II GP L.P., its General Partner | ||
| By CAPITAL ROYALTY PARTNERS II GP LLC, its General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. | ||
| By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP L.P., its General Partner | ||
| By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP LLC, its General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| CAPITAL ROYALTY PARTNERS II– PARALLEL FUND “A” L.P. | ||
| By CAPITAL ROYALTY PARTNERS II– PARALLEL FUND “A” GP L.P., its General Partner | ||
| By CAPITAL ROYALTY PARTNERS II– PARALLEL FUND “A” GP LLC, its General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO LIMITED FORBEARANCE AGREEMENT]
| CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P. | ||
| By CAPITAL ROYALTY PARTNERS II (CAYMAN) GP L.P., its General Partner | ||
| By CAPITAL ROYALTY PARTNERS II (CAYMAN) GP LLC, its General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| WITNESS: /s/ Xxxxxx Xxxxxx | ||
| Name: Xxxxxx Xxxxxx | ||
| CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “B” (CAYMAN) L.P. | ||
| By CAPITAL ROYALTY PARTNERS II (CAYMAN) GP L.P., its General Partner | ||
| By CAPITAL ROYALTY PARTNERS II (CAYMAN) GP LLC, its General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| WITNESS: /s/ Xxxxxx Xxxxxx | ||
| Name: Xxxxxx Xxxxxx | ||
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO LIMITED FORBEARANCE AGREEMENT]
EXHIBIT B
BUDGETED CASH FLOW
Cash Update
Summary of Sources and Uses – 13 week projection
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | ||||||||||||||||||||||||||||||||||||||||||||
| 23-Jan | 30-Jan | 6-Feb | 00-Xxx | 00-Xxx | 00-Xxx | 5-Mar | 12-Mar | 19-Mar | 26-Mar | 2-Apr | 9-Apr | 16-Apr | 23-Apr | |||||||||||||||||||||||||||||||||||||||||||
| Cash Flow Summary (M$): |
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| Beginning Cash |
$ | 1.4 | $ | 1.1 | $ | 0.2 | ($ | 0.3 | ) | ($ | 3.4 | ) | ($ | 3.5 | ) | ($ | 5.5 | ) | ($ | 6.1 | ) | ($ | 8.2 | ) | ($ | 8.1 | ) | ($ | 9.4 | ) | ($ | 9.9 | ) | ($ | 10.8 | ) | ($ | 11.1 | ) | |||||||||||||||||
| Receipts |
$ | 0.3 | $ | 0.5 | $ | 0.6 | $ | 0.6 | $ | 0.7 | $ | 0.6 | $ | 0.6 | $ | 0.5 | $ | 0.6 | $ | 0.6 | $ | 0.6 | $ | 0.6 | $ | 0.5 | $ | 0.6 | ||||||||||||||||||||||||||||
| Payroll |
($ | 0.0 | ) | ($ | 0.7 | ) | ($ | 0.2 | ) | ($ | 0.9 | ) | $ | 0.0 | ($ | 1.8 | ) | ($ | 0.2 | ) | ($ | 1.5 | ) | $ | 0.0 | ($ | 0.5 | ) | ($ | 0.2 | ) | ($ | 0.5 | ) | $ | 0.0 | ($ | 0.5 | ) | |||||||||||||||||
| AP - Critical |
($ | 0.5 | ) | ($ | 0.8 | ) | ($ | 0.9 | ) | ($ | 1.3 | ) | ($ | 0.7 | ) | ($ | 0.8 | ) | ($ | 1.0 | ) | ($ | 1.0 | ) | ($ | 0.6 | ) | ($ | 1.0 | ) | ($ | 0.9 | ) | ($ | 1.0 | ) | ($ | 0.9 | ) | ($ | 0.7 | ) | ||||||||||||||
| AP - Catch-up (Ops/other) |
($ | 0.6 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| AP - Catch-up (Commercial) |
($ | 1.0 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| IRS 401K commitment |
($ | 0.4 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Ending Cash |
$ | 1.1 | $ | 0.2 | ($ | 0.3 | ) | ($ | 3.4 | ) | ($ | 3.5 | ) | ($ | 5.5 | ) | ($ | 6.1 | ) | ($ | 8.2 | ) | ($ | 8.1 | ) | ($ | 9.4 | ) | ($ | 9.9 | ) | ($ | 10.8 | ) | ($ | 11.1 | ) | ($ | 11.8 | ) | ||||||||||||||||
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Assumptions:
- Severance and retention bonuses paid out on 2/12 and 2/26 payroll cycles
- Payroll (RIF) reduction effective 2/26 payroll (pay thru 2/20)
- Severance and retention bonuses paid out on 2/12 and 2/26 payroll cycles
- 2015 Non-sales bonus payout (50% attainment) on 3/11 payroll
- Trade AP of $7.3M at 12/31/2015, $5.3M of which is delinquent. Above ‘catch-ups’ of $1.6M are targeted to vendors that help assure business continuity.
Confidential Planning Document– Not For Distribution without Permission from Valeritas
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