Item 1.01. Entry into a Material Definitive Agreement
Pursuant to the Loan and Security Agreement, Adept may borrow an amount not to exceed the lesser of (i)
Amounts borrowed under the Comerica line of credit may be repaid and reborrowed at any time without penalty or premium prior to
Adept and certain of its subsidiaries have granted Comerica a security interest in substantially all of their respective assets (excluding intellectual property) to secure the outstanding obligations under the line of credit and any separate bank service agreements between Adept and Comerica covering foreign exchange contracts, merchant credit card processing reserves, cash managements services or letters of credit.
During the term of the Loan and Security Agreement, Adept is subject to a single financial covenant, which requires that Adept not suffer an EBITDA loss of greater than (i)
The Loan and Security Agreement contains customary events of default that entitle Comerica to accelerate Adept's obligations and require repayment of the outstanding indebtedness, increase the applicable interest rate by an additional 4.00% per annum, and enforce Comerica's security interest against the collateral. These events of default include, among others, Adept's breach of payment obligations or covenants, material misrepresentations, events constituting a material adverse change, and bankruptcy and insolvency defaults.
Adept must pay annual facility fees of
The foregoing description of the revolving line is qualified in its entirety by reference to the full text of the Loan and Security Agreement, dated as of
The Loan and Security Agreement contains representations, warranties and covenants which have been made by Adept solely for the benefit of Comerica; should not be treated as categorical statements of fact, but rather as a way of allocating risk between the parties; have in some cases been qualified by disclosures made to Comerica in connection with the negotiation of the agreements and not necessarily reflected therein; may apply standards of materiality in a way that is different from what may be material to investors; and are made only as of the dates specified in the Loan and Security Agreement and are subject to more recent developments. Investors are not third party beneficiaries under the Loan and Security Agreement and, in light of the foregoing reasons, should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Adept.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Loan and Security Agreement, dated as of
Comerica Bankand Adept Technology, Inc., attaching the Prime Referenced Rate Addendum to Loan and Security Agreement dated as of June 9, 2014(the "Loan and Security Agreement").
Exhibit 10.2 Form of Security Agreement relating to Loan and
Security Agreement for each
Adept Technology, Inc.subsidiary guarantor.
Exhibit 10.3 Guaranty dated as of
Adept InMoTx, Inc., Adept Technology Holdings, Inc., Adept Mobilerobots LLCand Adept Technology International, Ltd.relating to Loan and Security Agreement.