Exhibit 10.86


 


AMENDMENT NO. 6 TO CREDIT AND SECURITY
AGREEMENT, LIMITED CONSENT AND LIMITED WAIVER


 


THIS
AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT, LIMITED CONSENT AND LIMITED WAIVER (this “Amendment”)
is made as of this 9th day of September, 2015, by and among TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation
(“TCHI”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB
HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware
corporation (“Twinlab Corporation”), NUTRASCIENCE LABS, INC., a Delaware corporation (formerly known
as TCC CM Subco I, Inc.), and NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II,
Inc.) (each of the foregoing Persons being referred to herein individually
as a “Borrower”, and collectively as “Borrowers”), and MIDCAP FUNDING X TRUST, a Delaware
statutory trust, as successor-by-assignment from MidCap Financial Trust (as Agent for Lenders, “Agent”, and
individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement
referenced below, each as a Lender.


 


RECITALS


 


A.           Pursuant
to that certain Credit and Security Agreement dated as of January 22, 2015 by and among Borrowers, Agent and Lenders (as amended
by that certain Amendment No. 1 to Credit and Security Agreement and Limited Consent dated as of February 4, 2015, by that certain
Amendment No. 2 to Credit and Security Agreement dated as of April 7, 2015, by that certain Amendment No. 3 to Credit and Security
Agreement and Limited Consent dated as of April 30, 2015, by that certain Amendment No. 4 to Credit and Security Agreement and
Limited Waiver dated as of June 30, 2015, by that certain Amendment No. 5 to Credit and Security Agreement and Limited Consent
dated as of June 30, 2015 and as further amended hereby and as it may be further amended, modified and restated from time to time,
the “Credit Agreement”), Agent and Lenders agreed to make available to Borrowers a secured revolving credit
facility in a principal amount of up to $15,000,000 from time to time (as amended, modified, supplemented, extended and restated
from time to time, collectively, the “Loans”). Capitalized terms used but not otherwise defined in this Amendment
shall have the meanings set forth in the Credit Agreement.


 


B.           Borrowers
have failed to satisfy Section 6.2 (Minimum Adjusted EBITDA) of the Credit Agreement because Borrowers’ Adjusted EBITDA was
less than $ -700,000 with respect to the measurement periods from July 1, 2015 to July 31, 2015, and such failure constitutes an
Event of Default under the Credit Agreement (the “Existing Event of Default”). Borrowers have requested that
Agent and the Lenders waive the Existing Event of Default, and Agent and Lenders have agreed to do so, in accordance with the terms
and subject to the conditions set forth herein


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:


 




     


     


    

 


1.          Recitals.
 This Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part of this Amendment
as if set forth fully in the body of this Amendment.


 


2.          Limited
Consent for Permitted Asset Disposition.  At the request of and as an accommodation to Borrowers and subject to the strict
compliance with the terms, conditions and requirements set forth herein (including, without limitation, satisfaction of each of
the conditions set forth in Section 9 below), Agent and Lenders hereby consent to as an approved Permitted Asset Disposition the
sale of the Borrowers’ real property, improvements and fixtures with respect to all of Lot 1, Plat “M” Utah Valley
Business Park, including a vacation of Lot 37 and a portion of Lot 36, Plat “J”, Amended Utah Valley Business Park,
according to the official plat thereof, recorded August 14, 2014, as Entry No. 56927:2014 (Map Filing #14337) in the Utah County
Recorder’s Office (the “Real Property”) in accordance with the Real Estate Purchase and Sale Agreement
by and between Twinlab Corporation and JL Utah Property 2, LLC for sale of the Real Property for a purchase price of $250,000.00
in cash proceeds (the “Real Property Purchase Agreement”).


 


3.          Acknowledgement
of Existing Event of Default. Prior to the effectiveness of this Amendment, the existence of the Existing Event
of Default (a) relieved Agent and Lenders from any obligation to provide any financial accommodations under the Credit Agreement
or other Financing Documents, and (b) permitted Agent and Lenders to, among other things, (i) accelerate all or any portion of
the Obligations, (ii) commence any legal or other action to collect any or all of the Obligations from Borrowers and/or any Collateral,
(iii) foreclose or otherwise realize on any or all of the Collateral, and/or appropriate, set-off and apply to the payment of any
or all of the Obligations, any or all of the Collateral, and/or (iv) take any other enforcement action or otherwise exercise any
or all rights and remedies provided for by any or all of the Credit Agreement, the other Financing Documents or applicable law.


 


4.          Limited
Waiver.  Each of the Borrowers hereby acknowledges and agrees that the Existing Event of Default continues to exist
as of the date hereof. At the request of and as an accommodation to Borrowers and subject to the terms and conditions set forth
herein, Agent and Lenders hereby waive the Existing Event of Default. The limited waiver set forth in this Section 4 is effective
solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) except as expressly
provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any
other Financing Document; (b) prejudice any right that Agent or the Lenders have or may have in the future under or in connection
with the Credit Agreement or any other Financing Document, including, without limitation, the rights of the Agent under Section
2.1(b)(i) of the Credit Agreement; (c) waive any other Event of Default that may exist as of the date hereof; (d) waive compliance
with Section 6.2 of the Credit Agreement for any period other than with respect to the measurement period from July 1, 2015
to July 31, 2015; or (e) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or
any Lender, on the other hand.


 




     


     


    

 


5.          Amendment
to Credit Agreement. 


 


(a)          Section
1.1 of the Credit Agreement is hereby amended to add the defined term “Sixth Amendment Closing Date” in its alphabetical
order:


 


“Sixth Amendment Closing
Date” means September 9, 2015.


 


“David Van Andel Trust”
means the David L. Van Andel Trust, under the Trust Agreement dated November 30, 1993, a Michigan trust.


 


“DVA Note” means
the Unsecured Promissory Note in the principal amount of $4,999,999.62 issued by TCHI to the David Van Andel Trust, in substantially
the form of Exhibit A to the DVA Put Agreement and satisfactory to Agent.


 


“DVA Put Agreement”
means the Put Agreement Related to Exercise of Warrant 2015-17 dated as of September 9, 2015 by and among the TCHI and the David
Van Andel Trust, an executed copy of which has been provided to Agent.


 


“DVA
Subordination Agreement” means the Subordination Agreement dated as of September
9, 2015 between Agent and David Van Andel Trust and acknowledged by Borrowers, as the same may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time.


 


(b)          Section
1.1 – Definition of Permitted Debt. The defined term “Permitted Debt” in Section 1.1 of the Credit Agreement
is hereby amended and restated in its entirety as follows:


 


“Permitted Debt”
means: (a) Borrowers’ and its Subsidiaries’ Debt to Agent and each Lender under this Agreement and the other Financing
Documents; (b) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business;
(c) purchase money Debt with respect to equipment, Debt listed on Schedule 5.1, and such other Debt (other than the Essex
Lease) not to exceed $3,000,000 at any time (whether in the form of a loan or a Capital Lease) used solely to acquire equipment
used in the Ordinary Course of Business and secured only by such equipment; (d) Debt existing on the date of this Agreement
and described on Schedule 5.1 and any Refinancing Debt; (e) Debt in the form of insurance premiums financed through the
applicable insurance company; (f) trade accounts payable arising and paid on a timely basis and in the Ordinary Course of
Business; (g) Subordinated Debt, (h) the Essex Lease; (i) the Nutricap Seller Notes; (j) the JL Properties Reimbursement Agreement;
and (k) the DVA Note, to the extent issued in accordance with the terms of the DVA Put Agreement.


 


(c)          The
Credit Agreement is hereby amended to add new Section 3.26 as follows:


 


Sixth
Amendment Closing Date Capitalization. The authorized equity
securities of each of the Credit Parties as of the Sixth Amendment Closing Date are as set forth on Schedule 3.4(C). All issued
and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable,
free and clear of all Liens other than those in favor of Agent and/or Lenders and Permitted Liens that are the subject of a Subordination
Agreement, and such equity securities were issued in compliance with all applicable Laws. The identity of the holders of the equity
securities of each of the Credit Parties and the percentage of their fully-diluted ownership of the equity securities of each of
the Credit Parties as of the Sixth Amendment Closing Date is set forth on Schedule 3.4(C). No shares of the capital stock
or other equity securities of any Credit Party, other than those described above, are issued and outstanding as of the Sixth Amendment
Closing Date. Except as set forth on Schedule 3.4(C), as of the Sixth Amendment Closing Date there are no preemptive or other
outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition
from any Credit Party of any equity securities of any such entity.


 




     


     


    

 


(d)          Section
6.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


Minimum
Adjusted EBITDA. [Reserved]


 


(e)          The
Schedules of the Credit Agreement are hereby amended to add new Schedule 3.4(C) in the form of Schedule 3.4(C) attached to and
made a part of this Amendment.


 


6.          Confirmation
of Representations and Warranties; Reaffirmation of Security Interest.  Each Borrower hereby (a) confirms that all of the
representations and warranties set forth in the Credit Agreement are true and correct with respect to such Borrower as of the date
hereof, and (b) covenants to perform its respective obligations under the Credit Agreement. Each Borrower confirms and agrees
that all security interests and Liens granted to Agent continue in full force and effect, and all Collateral remains free and clear
of any Liens, other than those granted to Agent and Permitted Liens. Nothing herein is intended to impair or limit the validity,
priority or extent of Agent’s security interests in and Liens on the Collateral. 


 


7.          Enforceability.
 This Amendment constitutes the legal, valid and binding obligation of each Borrower, and is enforceable against each Borrowers
in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws
relating to the enforcement of creditors’ rights generally and by general equitable principles.


 


8.         
Costs and Fees. In consideration of Agent’s agreement to enter into this Amendment, Borrower shall pay to Agent
a modification fee equal to Twenty Five Thousand and No/100 Dollars ($25,000.00). Furthermore, Borrowers shall be responsible
for the payment of all reasonable costs and fees of Agent’s counsel incurred in connection with the preparation of this
Amendment and any related documents. If Agent or any Lender uses in-house counsel for any of these purposes, Borrowers
further agree that the Obligations include reasonable charges for such work commensurate with the fees that would otherwise
be charged by outside legal counsel selected by Agent or such Lender for the work performed. Borrowers hereby authorize Agent
to deduct all of such fees set forth in this Section 8 from the proceeds of one or more Revolving Loans made under the Credit
Agreement.


 


9.          Conditions
to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has
been satisfied (the “Effective Date”):


 




     


     


    

 


(a)          Borrowers
shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Borrower;


 


(b)          Agent
shall have received the fully executed copies of the DVA Put Agreement and DVA Subordination Agreement, in each case in form and
substance satisfactory to Agent;


 


(c)          all
representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Effective
Date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof);


 


(d)          Agent
shall have received from Borrowers a fully executed copy of the Real Property Purchase Agreement and any related agreements, in
each case in form and substance satisfactory to Agent; and


 


(e)          Agent
shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent’s reasonable out-of-pocket
legal fees and expenses.


 


10.         Release.
Each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of
itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and
each of their respective current and former directors, officers, shareholders, agents, and employees (collectively, “Releasing
Parties”), does hereby fully and completely release, acquit and forever discharge each Indemnitee of and from any and
all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of
any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate
or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Indemnitees (or any of them) that directly
or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. “Prior Related
Event” means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether known
or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any
of the terms of this Amendment or any other Financing Document, (b) any actions, transactions, matters or circumstances related
hereto or thereto, (c) the conduct of the relationship between any Indemnitee and any Borrower, or (d) any other actions
or inactions by any Indemnitee, all on or prior to the Effective Date. Each Borrower acknowledges that the foregoing release is
a material inducement to Agent’s and Lender’s decision to enter into this Amendment and to agree to the modifications
contemplated hereunder.


 


11.         No
Waiver or Novation. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
in this Amendment, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the
Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection
with any of the foregoing. Except as expressly provided herein, nothing herein is intended or shall be construed as a waiver of
any existing Defaults or Events of Default under the Credit Agreement or other Financing Documents or any of Agent’s rights
and remedies in respect of such Defaults or Events of Default. This Amendment (together with any other document executed in connection
herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.


 




     


     


    

 


12.       Affirmation.
Except as specifically amended and waived pursuant to the terms hereof, the Credit Agreement and all other Financing Documents
(and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and
confirmed in all respects by Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions
of the Credit Agreement (as amended hereby) and the Financing Documents, notwithstanding any prior course of conduct, waivers,
releases or other actions or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed
as a waiver of or amendment to such terms, covenants and conditions.


 


13.         Miscellaneous.


 


(a)          Reference
to the Effect on the Credit Agreement.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import
shall mean and be a reference to the Credit Agreement, as amended by this Amendment. Except as specifically amended and waived
above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall
remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.


 


(b)          Incorporation
of Credit Agreement Provisions. The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission
to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same
extent as if reproduced herein in their entirety.


 


(c)          Headings.
Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


 


(d)          Counterparts.
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Signatures by facsimile or by electronic mail delivery of an electronic
version (e.g., .pdf or .tif file) of an executed signature page shall be treated as delivery of an original and shall bind
the parties hereto. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersede any
and all prior agreements and understandings, oral or written, relating to the subject matter hereof.


 


[SIGNATURES APPEAR ON FOLLOWING PAGES]


 




     


     


    

 


IN WITNESS WHEREOF,
intending to be legally bound, and intending that this document constitute
an agreement executed under seal, the undersigned have executed this Amendment under seal as of the day and year first hereinabove
set forth.


 


	AGENT:	 	MIDCAP
    FUNDING X TRUST, a Delaware

    statutory trust, as successor-by-assignment from

    MidCap Financial Trust
	 	 	 	 
	 	 	By:	Apollo
    Capital Management, L.P.,
	 	 	 	its
    investment manager
	 	 	 	 
	 	 	By:	Apollo
    Capital Management GP, LLC,
	 	 	its
    general partner
	 	 	 	 
	 	 	By:	/s/
Maurice Amsellem	(SEAL)
	 	 	Name:
    	Maurice
    Amsellem
	 	 	Title:	Authorized
    Signatory
	 	 	 	 
	LENDER:	 	MIDCAP
    FUNDING X TRUST, a Delaware

    statutory trust, as successor-by-assignment from

    MidCap Financial Trust
	 	 	 	 
	 	 	By:	Apollo
    Capital Management, L.P.,
	 	 	 	its
    investment manager
	 	 	 	 
	 	 	By:	Apollo
    Capital Management GP, LLC,
	 	 	its
    general partner
	 	 	 	 
	 	 	By:	/s/
Maurice Amsellem	(SEAL)
	 	 	Name:
    	Maurice
    Amsellem
	 	 	Title:	Authorized
    Signatory


 




     


     


    

 








	BORROWERS:	 	TWINLAB
    CONSOLIDATION CORPORATION
	 	 	
	 	 	By:	/s/
    Thomas A. Tolworthy	(Seal)
	 	 	Name:	Thomas
    A. Tolworthy
	 	 	Title:	Chief
    Executive Officer and President







 





	TWINLAB
    CONSOLIDATED HOLDINGS, INC.	TWINLAB
    HOLDINGS, INC.
	 	 	 	 	 	 	 
	By:	/s/
    Thomas A. Tolworthy	(Seal)	 	By:	/s/
    Thomas A. Tolworthy	(Seal)
	Name:	Thomas
    A. Tolworthy	 	Name:	Thomas
    A. Tolworthy
	Title:	Chief
    Executive Officer and President	 	Title:	Chief
    Executive Officer and President
	 	 	 	 	 
	TWINLAB
    CORPORATION	 	ISI
    BRANDS INC.
	 	 	 	 	 
	By:	/s/
    Thomas A. Tolworthy	(Seal)	 	By:	/s/
    Thomas A. Tolworthy	(Seal)
	Name:	Thomas
    A. Tolworthy	 	Name:	Thomas
    A. Tolworthy
	Title:	Chief
    Executive Officer and President	 	Title:	Chief
    Executive Officer and President
	 	 	 	 	 
	NUTRASCIENCE
    LABS, INC.	 	NUTRASCIENCE
    LABS IP CORPORATION
	 	 	 	 	 
	By:	/s/
    Thomas A. Tolworthy	(Seal)	 	By:	/s/
    Thomas A. Tolworthy	(Seal)
	Name:	Thomas
    A. Tolworthy	 	Name:	Thomas
    A. Tolworthy
	Title:	Chief
    Executive Officer and President	 	Title:	Chief
    Executive Officer and President