aresamendno2secondliencr






                                                                Execution Version               AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT          This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of July   18, 2019 and effective as of June 29, 2019 (this “Amendment”), is by and among TELIGENT, INC., a   Delaware  corporation  (the  “Borrower”),  its  Subsidiaries  signatory  hereto  as  guarantors  or  hereafter   designated  as  Guarantors  pursuant  to  Section  8.11  of  the  Credit  Agreement  (as  defined  below),  the   lenders  from  time  to  time  party  hereto  (each  a  “Lender”  and,  collectively,  the  “Lenders”), ARES   CAPITAL CORPORATION, a Maryland corporation (“ARCC”), as administrative agent and collateral   agent  for  the  Lenders (in  such  capacity,  together  with  its  successors  and  assigns  in  such capacity,  the   “Administrative Agent”). For purposes of this Amendment, all terms used herein which are not otherwise   defined  herein,  including  but  not  limited  to  those  terms  used  in  the  recitals  hereto,  shall  have  the   respective meanings assigned thereto in the Amended Credit Agreement (as defined below).          WHEREAS,  the Administrative Agent, Lenders, Borrower and other Credit Parties have entered   into  financing  arrangements  pursuant  to  which  the  Lenders  (or  Administrative  Agent  on  behalf  of  the   Lenders) have made and may make Loans and provide other financial accommodations to Borrower as set   forth in (i) the Second Lien Credit Agreement, dated as of December 13, 2018, as amended by that certain   Amendment No. 1 to Second Lien Credit Agreement, dated as of February 8, 2019 (as in effect prior to   the effectiveness of this Amendment, the “Credit Agreement”, and as the same is further amended by this   Amendment and as may be further amended, restated, supplemented or otherwise modified from time to   time, the “Amended Credit Agreement”), by and among the Administrative Agent, Lenders, Borrower   and  other  Credit  Parties  and  (ii)  the  other  Credit  Documents,  including,  without  limitation,  this   Amendment;           WHEREAS,  the  Borrower,  the  Administrative  Agent,  and  the  Lenders  desire  to  extend  the   DDTL A Commitment Expiration Date from June 30, 2019 to the first anniversary of the Closing Date   without prior termination of the DDTL A Commitment; and         WHEREAS, the Borrower, the Administrative Agent, and the Lenders desire to amend certain   provisions of the Credit Agreement, as provided more fully herein.          NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements and   covenants contained in the Credit Agreement and herein and for other good and valuable consideration,   the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:          Section 1.  Amendments  to  the  Credit  Agreement.  Subject  to  the  conditions  to   effectiveness set forth in Section 3 hereof, and in reliance upon the representations and warranties made   by the Credit Parties in Section 2 hereof, pursuant to Section 12.01 of the Credit Agreement and subject   to the terms and conditions herein, the Credit Agreement is hereby amended as set forth below in this   Section 1.                1.01. The defined term “DDTL A Commitment Expiration Date” set forth in Section   1.01 of the Credit Agreement is hereby deleted in its entirety and the following defined term is substituted   therefor in its proper alphabetical order:    DB1/ 105264707.2 





 






             “‘DDTL A  Commitment  Expiration  Date’ shall mean the date that is the first               anniversary of the Closing Date.”          Section 2.  Representations  and  Warranties.  Each  Credit  Party,  jointly  and  severally,   hereby  represents  and  warrants  to  the  Lenders  and  the  Administrative  Agent  as  follows,  which   representations and warranties are continuing and shall survive the execution and delivery hereof:                2.01. No Default.  At and as of the date of this Amendment and both prior to and after   giving effect to this Amendment, no Default or Event of Default is continuing.                2.02. Representations and Warranties True and Correct. At and as of the date of this   Amendment and both prior to and after giving effect to this Amendment, each of the representations and   warranties  contained  in  the  Credit  Agreement  and  other  Credit  Documents  is  true  and  correct  in  all   material respects (except where such representations and warranties expressly relate to an earlier date, in   which  case such  representations and  warranties  are  true  and  correct in  all  material  respects as  of  such   earlier date).                2.03. Corporate  Power  and  Authority.  Each  Credit  Party  has  the  corporate  or  other   organizational power and authority to execute and deliver this Amendment and carry out the terms and   provisions of this Amendment and the Amended Credit Agreement and has taken all necessary corporate   or other organizational action to authorize the execution, delivery and performance of this Amendment   and  the  performance  of  the  Amended  Credit  Agreement.  Each  Credit  Party  has  duly  executed  and   delivered this Amendment, and this Amendment and the Amended Credit Agreement constitute the valid   and  binding  agreements  of  such  Credit  Party  enforceable  in  accordance  with  their  respective  terms,   subject  to  applicable  bankruptcy,  insolvency,  fraudulent  conveyance,  moratorium,  reorganization  and   other  similar  laws  relating  to  or  affecting  creditors’  rights  generally  and  general  principles  of  equity   (whether considered in a proceeding in equity or law).                2.04. No Violation. The execution, delivery and performance by any Credit Party of   this Amendment and the performance of the Amended Credit Agreement, and compliance with the terms   and provisions thereof, will not (i) contravene any applicable provision of any material Applicable Law of   any  Governmental  Authority,  (ii)  result  in  any  breach  of  any  of  the  terms,  covenants,  conditions  or   provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to   create or impose) any Lien upon any of the property or assets of any Credit Party (other than Permitted   Liens and Liens created under the Credit Documents) pursuant to (A) the terms of any material indenture,   loan  agreement,  lease  agreement,  mortgage  or  deed  of  trust,  or  (B)  any  other  Material  Contracts   Obligation, in the case of either clause (ii)(A) or (ii)(B), to which any Credit Party is a party or by which   it or any of its property or assets is bound, or (iii) violate any provision of the Organization Documents of   any Credit Party, except with respect to any conflict, breach or contravention or default (but not creation   of Liens) referred to in clause (ii), to the extent that such conflict, breach, contravention or default could   not reasonably be expected to have a Material Adverse Effect.           Section 3.  Conditions.  This  Amendment  shall  not  become  effective  until  each  of  the   following conditions is satisfied (or waived by the Required Lenders):                 3.01. The Administrative  Agent shall  have  received counterparts  of  this  Amendment   duly executed by each Credit Party and each other relevant party to this Amendment;                                          2  DB1/ 105264707.2 





 






             3.02. The  representations  and  warranties  contained  in  Section  2  hereof  shall  be  true   and correct in all material respects on and as of the date hereof, as though made on such date (except to   the  extent  that  such  representations  and  warranties  relate  solely  to  an  earlier  date, in  which  case  such   representations and warranties shall be true and correct in all material respects on and as of such earlier   date);                3.03. The Administrative Agent shall have received, for its own account, the fees, costs   and expenses due and payable to it pursuant to Section 4.01 hereof and Section 12.05 of the Amended   Credit Agreement (including the reasonable fees, disbursements and other charges of counsel) for which   invoices have been presented prior to the date hereof; and                3.04. The  Administrative  Agent  shall  have  received  fully  executed  copies  of   Amendment No. 1 to the Intercreditor Agreement in form and substance acceptable to the Administrative   Agent.          Section 4.  Miscellaneous.                4.01. Fees and Expenses.  The Borrower agrees and acknowledges that all reasonable   and  documented  out-of-pocket  costs and  expenses incurred  by  the  Administrative  Agent  in  connection   with  this  Amendment,  including  the  reasonable  fees,  disbursements  and  other  charges  of  one  counsel,   shall be paid by the Credit Parties to the Administrative Agent.                4.02. No  Waiver  or  Modification.  Nothing  contained  herein  shall  be  deemed  to   constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any   other  Credit  Document  or  constitute  a  course  of  conduct  or  dealing  among  the  parties.   The   Administrative  Agent  and  Lenders  reserve  all  rights,  privileges  and  remedies  under  the  Credit   Documents.  Except  as  expressly  amended  hereby,  the  Credit  Agreement  and  other  Credit  Documents   remain unmodified and in full force and effect in accordance with their respective terms and are hereby   ratified and confirmed in all respects.                  4.03. Credit  Document.  This  Amendment  shall  constitute  a  Credit  Document  under   and as defined in the Amended Credit Agreement.  All references in the Credit Documents to the Credit   Agreement shall be deemed to be references to the Credit Agreement as amended hereby.                  4.04. Governing  Law.  THIS  AMENDMENT  AND  THE  RIGHTS  AND   OBLIGATIONS  OF  THE  PARTIES  HEREUNDER  AND  ANY  CLAIM,  CONTROVERSY  OR   DISPUTE  UNDER,  ARISING  OUT  OF  OR  RELATING  TO  THIS  AMENDMENT,  WHETHER   BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE   GOVERNED BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAW  OF  THE STATE OF   NEW YORK.                 4.05. Counterparts. This Amendment may be executed by one or more of the parties   hereto in any number of separate counterparts, each of which when so executed and delivered shall be   deemed an original, but all such counterparts together shall constitute but one and the same instrument.    Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic   format  (i.e.,  “pdf”  or  “tif”)  by  electronic  transmission  shall  be  effective  as  delivery  of  a  manually   executed counterpart of this Amendment.                                          3  DB1/ 105264707.2 





 






             4.06. Headings.  Section  headings  in  this  Amendment  are  included  herein  for   convenience of reference only and shall not affect the interpretation of this Amendment.                4.07. Binding Effect; Assignment. This Amendment shall be binding upon and inure to   the benefit of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders and their   respective successors and assigns in accordance with the terms of the Credit Agreement.                4.08. Integration.  This  Amendment,  the  Amended  Credit  Agreement,  and  the  other   Credit  Documents  incorporate  all  negotiations  of  the  parties  hereto  with  respect  to  the  subject  matter   hereof  and  thereof  and  are  the  final  expression  and  agreement  of  the  parties  hereto  and  thereto  with   respect to the subject matter hereof and thereof. This Amendment, the Amended Credit Agreement, and   the  other  Credit  Documents  represent  the  agreement  of  the  parties  hereto  with  respect  to  the  subject   matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any   party hereto or thereto relative to the subject matter hereof or thereof not expressly set forth or referred to   herein or therein.                4.09. Reaffirmation. Each Credit Party as debtor, grantor, pledgor, guarantor, assignor,   or in any other similar capacity in which such Credit Party grants liens or security interests in its property   or  otherwise  acts  as  accommodation  party  or  guarantor,  as  the  case  may  be,  hereby  (i)  ratifies  and   reaffirms  all  of  its  payment  and  performance  obligations,  contingent  or  otherwise,  under  each  Credit   Document to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted   liens on or security interests in any of its property pursuant to any such Credit Document as security for or   otherwise guaranteed the Borrower’s Obligations under or with respect to the Credit Documents, ratifies   and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such   security interests and liens hereafter secure all of the Obligations as amended hereby.                           [Remainder of the page intentionally left blank]                                          4  DB1/ 105264707.2 





 






      IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amendment  to  be  executed  by  their respective officers thereunto duly authorized, as of the date first above written.   BORROWER:                               TELIGENT, INC.                                           By:  _______________________                                             Name:  Damian Finio                                            Title:  CFO   GUARANTORS                              IGEN, INC.                                            By:  _______________________                                               Name:  Damian Finio                                              Title: CFO                                           TELIGENT PHARMA, INC.                                           By: _______________________                                               Name:  Damian Finio                                              Title:  CFO                  [Signature Page to Amendment No. 2 to Credit Agreement]