AMENDED & RESTATED TERM LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of March 5, 2018 TURTLE BEACH CORPORATION, as a US Borrower and a UK GuarantorTerm Loan, Guaranty and Security Agreement • March 9th, 2018 • Turtle Beach Corp • Communications equipment, nec • New York
THIS AMENDED & RESTATED TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of March 5, 2018, among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually a “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach”; and, together with its successors and assigns, also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually a “Borrower” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”; and together with any other party that becomes a US Guarantor after the Restatement Effective Date, individually a “US Guarantor” and individually and collectively, jointly and severa
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENTOmnibus Amendment and Reaffirmation Agreement • March 9th, 2018 • Turtle Beach Corp • Communications equipment, nec • New York
This Omnibus Amendment and Reaffirmation Agreement is dated as of March 5, 2018 (this “Agreement”), and is entered into, by among others, TURTLE BEACH CORPORATION, a Nevada corporation (the “Company”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”) and VTB Holdings, Inc., a Delaware corporation (“VTB” and together with the Company and Voyetra, the “US Obligors” and each, a “US Obligor”), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (the “UK Obligor” and together with the US Obligors, the “Obligors” and each, an “Obligor”) and SG VTB HOLDINGS, LLC (together with any successors and/or assigns, the “Lender”) in relation to (i) that certain Subordinated Promissory Note dated as of November 26, 2015 issued by the Company for the benefit of the Lender, in the original principal amount of US$2,500,000.00 (and with a current outstanding principal amount as of the date of this Agreement of US$3,509,53
AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of March 5, 2018 TURTLE BEACH CORPORATION (FORMERLY KNOWN AS PARAMETRIC SOUND CORPORATION), as a US Borrower and a UK GuarantorLoan Agreement • March 9th, 2018 • Turtle Beach Corp • Communications equipment, nec • California
The above margins shall be subject to increase or decrease on the first day of the calendar month following each Fiscal Quarter end based on the financial statements for the most recent Fiscal Quarter delivered to Agent as set forth hereunder. If Agent is unable to calculate Fixed Charge Coverage Ratio for a Fiscal Quarter due to Borrowers’ failure to deliver any financial statement when required hereunder, then, at the option of Agent or Required Lenders, margins shall be determined as if Level I were applicable until the first day of the calendar month following its receipt.
