Item 1.01 Entry Into a Material Definitive Agreement OnNovember 22, 2021 AgileThought, Inc. ("AgileThought") entered into an Eleventh Amendment (the "Amendment") to the Amended and Restated Credit Agreement by and amongIT Global Holding LLC ,4th Source LLC ,AgileThought, LLC ,AN Extend, S.A. de C.V. ,AN Evolution S. de R.L. de C.V. ,AN Global LLC ,AgileThought, Inc. , the financial institutions party thereto as lenders, andMonroe Capital Management Advisors, LLC , as Administrative Agent (the "Credit Facility"). The Amendment provides that sixty percent (60%) of the proceeds from any equity issuance byAgileThought must be used to repay the outstanding balance under the Credit Facility. The foregoing description of the Amendment does not constitute a complete summary of the Amendment and is qualified by reference in its entirety to the full text of the Amendment filed herewith. The other material terms and conditions set forth in the Credit Facility remain unchanged. For a description of the Credit Facility, seeAgileThought's Registration Statement on Form S-1 filed with theU.S. Securities and Exchange Commission onSeptember 14, 2021 andAgileThought's Current Reports on Form 8-K filed with theU.S. Securities and Exchange Commission onOctober 7, 2021 ,October 15, 2021 , andNovember 2, 2021 . For a description of the Tenth Amendment to the Credit Facility, seeAgileThought's Quarterly Report on Form 10-Q filed with theU.S. Securities and Exchange Commission onNovember 15, 2021 and the full text of the Tenth Amendment filed herewith. OnNovember 22, 2021 ,AgileThought entered into a new Second Lien Facility (the "New Second Lien Facility") by and amongAgileThought ,AgileThought Mexico, S.A. DE C.V.,AN Global LLC , entities affiliated withCS Investors and Nexxus Funds (both of which are existingAgileThought shareholders and have representation onAgileThought's Board of Directors) andManuel Senderos ,AgileThought's Chief Executive Officer and Chairman of the Board of Directors, as lenders,GLAS USA LLC , as administrative agent, andGLAS AMERICAS LLC , as collateral agent. The New Second Lien Facility is secured by a second lien on substantially all ofAgileThought's assets and provides for a term loan facility in an initial aggregate principal amount of approximately$20.1 million , accruing interest at a rate per annum equal to approximately 11%. The Second Lien Facility has an original maturity date ofMarch 15, 2023 . If the Credit Facility remains outstanding onDecember 15, 2022 , the maturity date of the New Second Lien Facility will be extended toMay 10, 2024 . Each lender under the Second Lien Facility has the right, but not the obligation, to convert all or any portion of its outstanding loans into AgileThought Class A Common Stock on or afterDecember 15, 2022 or earlier, upon our request, at a conversion price equal to the closing price of one share of our Class A Common Stock on the trading day immediately prior to the conversion date. We will enter into a registration rights agreement with respect to the resale of any shares of Class A Common Stock issued pursuant to conversion of the loans. Unless we receive shareholder approval pursuant to applicable Nasdaq rules, the amounts outstanding under the New Second Lien Facility will only convert into up to 2,098,545 shares of our Class A Common Stock (approximately 5% of our currently outstanding shares) and will only convert at a price per share equal to the then-current market value. The New Second Lien Facility contains customary conditions, representations and warranties, affirmative and negative covenants (including, without limitation, limitations on liens, restrictions on mergers, consolidations, and sales and fixed charge coverage ratio) for agreements of this type, subject to customary exceptions and thresholds. The lenders may accelerate the loans and all other obligations under the New Second Lien Facility following a customary event of default as set forth in the New Second Lien Facility. The proceeds from the New Second Lien Facility will be used to pay the$20 million principal prepayment under the Credit Facility, with the remainder to be used for general corporate purposes. The foregoing description of the New Second Lien Facility does not constitute a complete summary of the Amendment and is qualified by reference in its entirety to the full text of the New Second Lien Facility filed herewith. -------------------------------------------------------------------------------- Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant OnNovember 22, 2021 , the Company entered into the New Second Lien Facility described in Item 1.01 above, which information is incorporated by reference into this Item 2.03. Item 8.01 Other EventsManuel Senderos ,AgileThought's Chief Executive Officer and Chairman of the Board of Directors, has pledged certain of his shares of our Class A Common Stock to a lender to obtain a loan in the amount of$4.5 million used by him to provideAgileThought with his portion of the New Second Lien Facility. In order forMr. Senderos to pledge his securities, our Board of Directors had to approve a waiver to our insider trading policy, which provides for a prohibition on pledging securities, restrictions on trading securities during blackout periods, and a requirement that all trades made byMr. Senderos be pre-cleared in advance of trading.
Item 9.01 Financial statements and supporting documents
(d) Exhibit(s). Exhibit Number Exhibit Description 10.1 Tenth Amendment to Amended and Restated Credit Agreement, datedNovember 15, 2021 , by and among IT Global
Holding LLC,
AgileThought, LLC ,AN Extend, S.A. de C.V. ,
A S. de RL evolution of
C.V.,AN Global LLC , AT, the financial
institutions that are party to it as
lenders, andMonroe Capital Management
10.2 Eleventh Amendment to Amended and
Updated credit agreement dated
November 22, 2021 , by and amongIT Global Holding LLC ,4th Source LLC ,AgileThought, LLC ,AN Extend, S.A. de C.V. ,AN Evolution S. de R.L. de C.V. ,AN Global LLC , AT, the financial institutions party thereto as lenders, andMonroe Capital Management Advisors, LLC . 10.3 Credit Agreement, datedNovember 22 ,
2021, by and among AT, AN Extend,
S.A. de C.V. ,AN Global LLC , certain other
the lenders who are parties to it,
the various financial institutions party
to that,
Americas LLC . 10.4 Subordination and Intercreditor
Agreement, dated
and betweenMonroe Capital Management
GLAS Americas LLC . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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