AGILETHOUGHT, INC. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, other events, financial statements and exhibits (Form 8-K)


Item 1.01 Entry Into a Material Definitive Agreement
On November 22, 2021 AgileThought, Inc. ("AgileThought") entered into an
Eleventh Amendment (the "Amendment") to the Amended and Restated Credit
Agreement by and among IT 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, and
Monroe Capital Management Advisors, LLC, as Administrative Agent (the "Credit
Facility").
The Amendment provides that sixty percent (60%) of the proceeds from any equity
issuance by AgileThought 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, see AgileThought's Registration Statement on Form S-1
filed with the U.S. Securities and Exchange Commission on September 14, 2021 and
AgileThought's Current Reports on Form 8-K filed with the U.S. Securities and
Exchange Commission on October 7, 2021, October 15, 2021, and November 2, 2021.
For a description of the Tenth Amendment to the Credit Facility, see
AgileThought's Quarterly Report on Form 10-Q filed with the U.S. Securities and
Exchange Commission on November 15, 2021 and the full text of the Tenth
Amendment filed herewith.
On November 22, 2021, AgileThought entered into a new Second Lien Facility (the
"New Second Lien Facility") by and among AgileThought, AgileThought Mexico, S.A.
DE C.V., AN Global LLC, entities affiliated with CS Investors and Nexxus Funds
(both of which are existing AgileThought shareholders and have representation on
AgileThought's Board of Directors) and Manuel Senderos, AgileThought's Chief
Executive Officer and Chairman of the Board of Directors, as lenders, GLAS USA
LLC, as administrative agent, and GLAS AMERICAS LLC, as collateral agent. The
New Second Lien Facility is secured by a second lien on substantially all of
AgileThought'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 of March 15, 2023. If the Credit Facility remains
outstanding on December 15, 2022, the maturity date of the New Second Lien
Facility will be extended to May 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 after December 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
On November 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 Events
Manuel 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
provide AgileThought with his portion of the New Second Lien Facility. In order
for Mr. 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 by Mr. 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, dated
                                November 15, 2021, by and among IT Global

Holding LLC, 4th source 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, and Monroe Capital Management 

Consultants, LLC.

          10.2                    Eleventh Amendment to Amended and 

Updated credit agreement dated

                                November 22, 2021, by and among IT 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, and Monroe Capital Management Advisors, LLC.
          10.3                    Credit Agreement, dated November 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, GLAS USA LLC and GLAS

                                Americas LLC.
          10.4                    Subordination and Intercreditor 

Agreement, dated 22 November 2021, through

                                and between Monroe Capital Management 

Consultants, LLC, GLAS USA LLC and

                                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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