Exhibit 10.1


 





Execution Version


 


AMENDMENT NO. 2


TO FIRST LIEN CREDIT AGREEMENT


 


This AMENDMENT
NO. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 6, 2020 and effective as of December 31, 2019 (this “Amendment”),
is by and among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory
hereto, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”),
ACF FINCO I LP, a Delaware limited partnership, 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 First Lien Credit Agreement, dated as of December 13, 2018, as amended by that certain Consent
and Amendment No. 1 to First Lien Credit Agreement, dated as of October 31, 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 has requested that the Administrative Agent and the Lenders 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.       Section
1.1 of the Credit Agreement is hereby amended:


 


(a)       by
inserting the following new definitions in correct alphabetical order:


 


“‘Amendment
No. 2 Effective Date’ shall mean December 31, 2019.”


 






    1 


     


    

 


“‘Amendment
No. 2 Closing Date’ shall mean April 6, 2020.”


 


“‘Liquidity’
shall mean, at any time, Availability, plus unrestricted cash and Cash Equivalents of any Credit Party that is on deposit in deposit
accounts or in securities accounts, or any combination thereof, and which such deposit accounts and/or securities accounts are
the subject of a Control Agreement.”


“‘Maximum
Cash Amount’ shall have the meaning set forth in Section 8.17.


 


(b)       by
amending and restating the following definitions:


 


“‘Applicable
Margin’ shall mean (a) from the Closing Date until the Amendment No. 2 Closing Date, a percentage per annum equal
to, with respect to Loans, (i) that are Eurodollar Loans, 3.75 percentage points and (ii) that are ABR Loans, 2.75 percentage points
and (b) from and including the Amendment No. 2 Closing Date to the Maturity Date, a percentage per annum equal to, with respect
to Loans, (i) that are Eurodollar Loans, 5.50 percentage points and (ii) that are ABR Loans, 4.50 percentage points.”


 


“‘ABR’
shall mean, for any day, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/16 of 1%)
equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1⁄2
of one percentage point (c) the Eurodollar Rate with a term of one month plus one percentage point, and (d) (i) from the Closing
Date until the Amendment No. 2 Closing Date, 2.00% per annum and (ii) from and including the Amendment No. 2 Closing Date, 2.50%
per annum. Changes in the rate of interest on that portion of any Loans maintained as ABR Loans will take effect simultaneously
with each change in the ABR.”


 


“‘Cash
Dominion Period’ shall mean the period (a) commencing (i) on any day that Excess Availability is less than an amount
equal to ten percent (10%) of the Commitments, at any time or (ii) upon the occurrence and during the continuance of any Event
of Default, and (b) continuing until (i) to the extent that the Cash Dominion Period has occurred due to clause (a)(i) of
this definition, for the previous ninety (90) consecutive calendar days, Excess Availability at all times has been greater than
or equal to an amount equal to ten percent (10%) of the Commitments, and (ii) to the extent that the Cash Dominion Period has occurred
due to clause (a)(ii) of this definition, such Event of Default is cured, waived or no longer exists for a period of at
least thirty (30) days. Notwithstanding the foregoing, from and after the Amendment No. 2 Closing Date, a Cash Dominion Period
shall be commenced by the Administrative Agent upon written notice to Borrower that expressly provides that a Cash Dominion Period
has commenced and shall continue until written notice from the Administrative Agent that expressly provides that the Cash Dominion
Period shall terminate.”


 


“‘Consolidated
Adjusted EBITDA’ shall mean, for a specified period, an amount determined for the Borrower and its Subsidiaries on
a consolidated basis equal to


 


(a)       Consolidated
Net Income,


 


plus


 






    2 


     


    

 


(b)       to the extent deducted
in calculating Consolidated Net Income for such period, the sum of, without duplication, amounts for:


  


(i)            Consolidated Interest Expense (net of interest income),


 


(ii)           provisions for Taxes based on income,


 


(iii)          total depreciation expense,


 


(iv)          total amortization expense,


 


(v)           other non-cash charges reducing Consolidated Net Income (excluding any such non cash item
(x) to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid
cash item that was paid in a prior period or (y) relating to a write-down, write off or reserve with respect to Receivables),


 


(vi)          losses on asset sales, disposals or abandonments, including derivative liabilities or losses
related to the 2023 Convertible Notes (other than (i) of current assets and (ii) asset sales, disposals or abandonments in the
ordinary course of business), 


 


(vii)         fees and expenses incurred in connection with (i) the consummation of the Transactions on
the Closing Date, in an aggregate amount not to exceed $1,500,000 and (ii) the development, preparation, negotiation and execution
of, and any amendment, waiver, supplement or modification to this Agreement and the Second Lien Credit Agreement, in an aggregate
amount not to exceed $1,500,000, in each case, to the extent disclosed to Administrative Agent,


 


(viii)       
fees and expenses incurred in connection with a Permitted Acquisition, a permitted Disposition
or the refinancing or redemption of Indebtedness pursuant to Section 9.01(b) to the extent disclosed to Administrative Agent, provided,
to the extent such transactions have not been consummated, in an amount not greater than $1,000,000 in the aggregate, 


 


(ix)           foreign exchange losses, 


 


(x)            legal fees and expenses incurred in connection with litigation and arbitration matters as
agreed from time to time by the Company and Administrative Agent, 


 


(xi)           fees and expenses incurred in connection with compliance with NASDAQ listing standards, in
an amount not to exceed $250,000, and


 


(xii)         
losses attributed to failure to supply penalties in an amount not to exceed (i) $2,000,000
for such losses incurred for the twelve-month period ending on December 31, 2019 and (ii) $0 for any losses after December 31,
2019; 


 


minus


 


(c)       to the extent included in calculating Consolidated Net Income for such period, the sum of,
without duplication, amounts for:


 






    3 


     


    

 


(i)              other non-cash gains increasing Consolidated Net Income for such period (excluding any such
non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period),


 


(ii)             gains on asset sales, disposals or abandonments (other than (A) of current assets and (B)
asset sales, disposals or abandonments in the ordinary course of business),


 


(iii)           
foreign exchange gains; 


 


(iv)            extraordinary gains and income; and


 


(v)             gains related to the 2023 Convertible Notes;


 


provided; however, for purposes of determining
the Total Net Leverage Ratio, Consolidated Adjusted EBITDA shall be determined on a Pro Forma Basis;


 


provided; further, that, notwithstanding
the foregoing, the amount of Consolidated Adjusted EBITDA that is attributable to revenues from customers located in countries
other than the United States and Canada shall not exceed 15% of the Consolidated Adjusted EBITDA of Borrower and its Subsidiaries
on a consolidated basis for any specified period, except to the extent such revenues are actually distributed to the Borrower or
any other Credit Party.”


 


“‘Eurodollar
Rate’ shall mean, with respect to any Eurodollar Loan for any Interest Period, a rate per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) equal to the greater of (a) (i) from the Closing Date until the Amendment No. 2 Closing
Date, 1.00% per annum and (ii) from and including the Amendment No. 2 Closing Date to the Maturity Date, 1.50% per annum and (b)
an amount equal to (i) the rate per annum appearing on Bloomberg Professional Service Page BBAN1 offered rate for deposits in Dollars
at approximately 11:00 a.m. (London time) two (2) business days prior to the first day of such interest period for a term comparable
thereto; multiplied by (ii) the Statutory Reserve Rate. If for any reason the rate referred to in clause (b)(i) is
not available, for any such interest period, such rate will be (x) a comparable successor or alternative interbank rate for
deposits in Dollars that it, at such time, broadly accepted by the loan market in lieu of the Eurodollar Rate and is reasonably
acceptable to the Administrative Agent in consultation with the Borrower or (y) solely if no such broadly accepted comparable
successor interbank rate exists at such time, a successor or alternative index rate as the Agent may reasonably determine in light
of prevailing market practices and is reasonably acceptable to the Borrower; provided that, to the extent a successor or alternative
index rate cannot be agreed upon in accordance with clause (x) or (y) above within five (5) Business Days after the Eurodollar
Rate becomes unavailable, all Loans hereunder will be deemed to be ABR Loans (and shall bear interest accordingly) for purposes
of the definition of “Applicable Margin” and Section 2.10, until such time as an alternative rate can be agreed upon
in accordance with clause (x) or (y).”


 


“‘Fee
Letter’ shall mean, collectively, the (i) Amended and Restated Fee Letter dated as of the Closing Date by and between
the Borrower, the Administrative Agent and the First Lien Agent, as amended, restated, supplemented or otherwise modified from
time to time, (ii) Amendment Fee Letter dated as of the Amendment No. 1 Effective Date by and between the Borrower, the Administrative
Agent and the First Lien Agent, as amended, restated, supplemented or otherwise modified from time to time and (iii) Amendment
No. 2 Fee Letter dated as of the Amendment No. 2 Effective Date by and between the Borrower and the Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time.”


 






    4 


     


    

 


“‘Net
Revenue’ means, for any period, (a) Credit Parties’ gross revenues during such period, less (b)(i) trade, quantity
and cash discounts allowed by a Credit Party, (ii) discounts, refunds, rebates, charge backs, retroactive price adjustments and
any other allowances which effectively reduce net selling price, (iii) product returns and allowances, (iv) allowances for shipping
or other distribution expenses, (v) set-offs and counterclaims, and (vi) any other similar and customary deductions used by a Credit
Party in determining net revenues, all, in respect of (a) and (b), as determined in accordance with GAAP and in the ordinary course
of business (and not, for the avoidance of doubt, revenues from extraordinary, non-recurring or unusual events).”


 


“‘Restricted
Credit Party Intercompany Investment Amount” shall mean at any time $5,000,000; provided; that from and after
the Amendment No. 2 Closing Date, no more than $1,000,000 shall be permitted to be invested in Teligent OU, a private limited company
organized in Tallin, Republic of Estonia; provided, further, that, after the PIK Termination Date if (x) the Total Net Leverage
Ratio, on a Pro Forma Basis, does not exceed 4.50:1.00, (y) the revenue of Borrower and its Subsidiaries for the Test Period measured
at the end of the most recently ended two consecutive fiscal quarters is greater than $120,000,000 and (z) the pro forma average
daily Excess Availability for the Test Period measured at the end of the most recently ended two consecutive fiscal quarters of
the Credit Parties on a consolidated basis is greater than $10,000,000, Restricted Credit Party Intercompany Investment Amount
shall mean $10,000,000.”


 


1.02       
Section 4.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“SECTION
4.03Field Examination Fees; Appraisals. Borrower shall be liable for and promptly reimburse Administrative Agent for
all reasonable and documented out-of-pocket fees, costs and expenses associated with periodic, field examinations and appraisals
of Collateral performed by Administrative Agent and/or Administrative Agent’s sub-agents, all as deemed necessary by Administrative
Agent in its Permitted Discretion; provided, that, so long as no Event of Default has occurred and is continuing, Borrower shall
not be liable for or shall not be required to reimburse Administrative Agent for such fees, costs or expenses with respect to more
than two (2) field examinations and two (2) appraisals for each of Receivables, Inventory, Equipment, and Real Property in any
calendar year (which, for the avoidance of doubt, Administrative Agent may elect not to require in its sole discretion). Borrower
acknowledges and agrees that during the continuance of an Event of Default, Borrower shall be liable for and shall reimburse Administrative
Agent for all fees, costs and expenses of all field examinations and appraisals conducted by Administrative Agent and/or its agents,
without limit and regardless of the number of field examinations or appraisals conducted by Administrative Agent or its agents
in any calendar year. Administrative Agent agrees to provide Borrower with a copy of the report for any such field examination
or appraisal so long as such report exists and, if requested, Borrower executes and deliver to Administrative Agent a non-reliance
letter in satisfactory form.”


 


1.03       Section
5.01(d) clauses (i)-(ii) are hereby amended and restated in their entirety as follows:


 


“(i)       after
the Amendment No. 2 Closing Date but on or before October 6, 2021, at a price equal to 100% of the principal amount of the Loans
being prepaid plus all interest on the principal amount being prepaid that has accrued through the prepayment date plus a premium
equal to 2.0% of the Commitment;


 






    5 


     


    

 


(ii)       after
October 6, 2021 but on or prior to October 6, 2022, at a price equal to 100% of the principal amount of the Loans being prepaid
plus all interest on the principal amount being prepaid that has accrued through the prepayment date plus a premium equal to 1.0%
of the Commitment; and”


 


1.04       Section
5.02(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(b)       Mandatory
Prepayments.


 


(i)       Concurrently
with the receipt by any Credit Party of any proceeds from any Disposition pursuant to Section 9.04(k), then the Borrower shall
retain the Net Proceeds therefrom and/or apply the Net Proceeds therefrom to prepay the Loans, in either case, until Liquidity
equals (but does not exceed) $10,000,000.


(ii)      In
addition, until the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), amounts otherwise required
to be prepaid pursuant to Sections 5.02(a) – (c) of the Second Lien Credit Agreement shall instead be required to be paid
under the terms of this Agreement (unless waived by the Administrative Agent) as if such provisions were fully set forth herein,
provided, that any references set forth therein to “Term Loans” shall be deemed to be a reference to the Loans hereunder.


 


(iii)     For
the avoidance of doubt, to the extent (x) no Loans are outstanding or (y) (i) the Credit Parties have a maximum amount of Liquidity
equal to $10,000,000 or (ii) any such mandatory prepayment of the Obligations (but excluding, for the avoidance of doubt, a mandatory
prepayment arising under Section 5.2(b)(i) hereof) arising from the same circumstances requiring the prepayment of the Second
Lien Indebtedness hereunder is waived by the Administrative Agent, no mandatory prepayment shall be required under this Agreement
and shall instead be applied to the prepayment of the Second Lien Indebtedness to the extent required under the Second Lien Loan
Documents.”


 


1.05       Section
6.02 of the Credit Agreement is hereby amended by inserting a new clause (d) as follows:


 


“(d)       Maximum
Cash Amount. After giving effect to the making of any such Loan, the Credit Parties’ book cash is not in excess of the
Maximum Cash Amount.”


 


1.06       Section
8.01(a) and (c) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)       Monthly
Financial Statements. As soon as available and in any event within thirty (30) days after the end of each month, (i) (x) unaudited
consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such month, and (y) unaudited consolidated statements
of income and cash flow of the Borrower and its Subsidiaries as of the end of such month and for the portion of the fiscal year
then ended, in each case, including in comparative form the figures for the corresponding month in the preceding fiscal year of
Borrower, and year-to-date portion of, the immediately preceding fiscal year of Borrower, (ii) a schedule of Consolidated Adjusted
EBITDA for the year-to-date portion of such fiscal year ending concurrently with such month, including, in comparative form Consolidated
Adjusted EBITDA for the same year-to-date period in the immediately preceding fiscal year and (iii) a monthly Liquidity forecast
in a form reasonably acceptable to Administrative Agent, together with a certification from an Authorized Officer of Borrower,
that Borrower is in compliance with the minimum Liquidity requirement set forth in Section 9.13(d) in a form reasonably acceptable
to Administrative Agent.”


 






    6 


     


    

 


“(c)       Annual
Financial Statements. As soon as available and in any event within one hundred twenty (120) days after the end of the fiscal
year of Borrower ending December 31, 2019 and within ninety (90) days after the end of each fiscal year of Borrower thereafter,
(i) copies of the consolidated balance sheets of the Borrower and its Subsidiaries, and the related consolidated and consolidating
statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form
the figures for the immediately preceding fiscal year, such consolidated statements to be audited and certified accompanied by
a report and unqualified opinion of Deloitte or another independent firm of certified public accountants of nationally recognized
standing reasonably acceptable to the Administrative Agent (which report and opinion shall (x) state that such financial statements
present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years and (y) not be subject to any “going concern” exception (except with respect to the opinion
delivered in connection with the fiscal year ending December 31, 2019) or any qualifications or exception as to the scope of the
audit), together with a management discussion and analysis (with reasonable detail and specificity) of the results of operations
for the fiscal periods reported and (ii) a schedule of Consolidated Adjusted EBITDA for such fiscal year, including, in comparative
form for the same year to date period in the immediately preceding fiscal year.”


 


1.07       Section
8.01 of the Credit Agreement is hereby amended by inserting a new clause (q) as follows:


 


“(q)Cash
Flow Forecast. Commencing in the week of April 6, 2020, on or prior to the close of business on the Wednesday of such week
and each week thereafter, the Borrower shall deliver to the Administrative Agent a thirteen-week cash flow forecast detailing cash
receipts and cash disbursements as of the end of the prior week, and, commencing with the second such forecast, a variance analysis
against the immediately preceding forecast, all in reasonable detail and duly certified by an Authorized Officer of the Borrower
as having been prepared in good faith based on assumptions believed to be fair and reasonable in light of the conditions existing
at the time of delivery of such forecast.”


 


1.08       Section
8.15 of the Credit Agreement is hereby amended and restated as follows:


 


“SECTION
8.15Post-Closing. The Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent, within
thirty (30) days after the Amendment No. 2 Closing Date (or such later date approved by Administrative Agent), Control Agreements
for each deposit account listed on Schedule 7.25 (other than for any Excluded Account or any other such account for which
a Control Agreement has already been delivered) hereto (which such schedule shall be complete in all respects as of the Amendment
No. 2 Closing Date), in each case in a form and substance reasonably satisfactory to the Administrative Agent and duly executed
by the parties thereto, to the extent Control Agreements are not already in place.”


 






    7 


     


    

 


1.08       Section
8 of the Credit Agreement is hereby amended by inserting a new Section 8.17 as follows:


“SECTION
8.17Maximum Cash Amount. If at any point after the Amendment No. 2 Closing Date, the Credit Parties’ have book
cash in excess of $10,000,000 in the aggregate (the “Maximum Cash Amount”), Borrower shall, within one
(1) Business Day, apply such amounts in excess of the Maximum Cash Amount to repay the Obligations, to be applied in accordance
with Section 5.02(i).”


 


1.09       Section
9.02 of the Credit Agreement is hereby amended by including the following at the end thereof:


 


“Notwithstanding
anything to the contrary contained in this Section 9.02, commencing on the Amendment No. 2 Effective Date, the Credit Parties and
each its Subsidiaries shall not in any event license in any manner any assets (including intellectual property) without the prior
written consent of the Required Lenders.”






1.10        Section
9.04(k) of the Credit Agreement is hereby amended by and restated in its entirety as follows:


 


“(k)
is a Disposition of (i) all or substantially all of the Canadian business of the Company and its Subsidiaries or the Equity Interests
in Teligent Canada so long as (x) the purchase price therefor is not less than an amount separately agreed by the Company and Administrative
Agent and (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash
or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default
has occurred and is continuing, (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith
shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate fair market value of all assets
so sold shall not exceed $2,500,000 in the aggregate; or”


 


1.11        Section
9.04 of the Credit Agreement is hereby amended by including the following at the end thereof:


 


“Notwithstanding
anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and
each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including
intellectual property) without the prior written consent of the Required Lenders.”


 


1.12       Section
9.13(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)       Minimum
Net Revenue. The Net Revenue of the Credit Parties on a consolidated basis to be less than the corresponding amount set forth
in the Net Revenue Level column for the corresponding Test Period as set forth in the below chart:


 






    8 


     


    

 


	Test Period	Net Revenue Level
	4 quarters ending March 31, 2020	$59,000,000
	4 quarters ending June 30, 2020	$55,000,000
	4 quarters ending September 30, 2020	$54,000,000
	4 quarters ending December 31, 2020	$57,000,000


 


1.13       Section
9.13(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(b)       Consolidated
Adjusted EBITDA. The Consolidated Adjusted EBITDA, as of the last day of each Test Period set forth below, to be less than
the amount set forth below opposite such measurement date:


 


	Test Period	Consolidated Adjusted EBITDA
	4 quarters ending March 31, 2021	$10,000,000
	4 quarters ending June 30, 2021	$10,000,000
	4 quarters ending September 30, 2021	$10,500,000
	4 quarters ending December 31, 2021	$10,500,000
	4 quarters ending March 31, 2022	$10,500,000
	4 quarters ending June 30, 2022	$11,000,000
	4 quarters ending September 30, 2022	$13,000,000


 


1.14       
Section 9.13(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(c)       Minimum
Liquidity. The Liquidity of the Credit Parties on a consolidated basis to be less than $4,000,000 at any time.”


 


1.15       Section
10.01(c) of the Credit Agreement is hereby amended by amending and restating clause (i) in its entirety as follows:


 






    9 


     


    

 


“(c)       Non-Performance
of Certain Covenants and Obligations. Any Credit Party shall default in the due performance or observance of any of its obligations
under (i) Section 8.01(a) – (d), Section 8.01(e)(i)-(iii), Section 8.01(g), 8.01 (q), 8.02 (other than to the limited extent
such Section requires books and records to be kept in accordance with GAAP which shall instead be subject to Section 10.01(d)),
Section 8.03, Section 8.05(a), Section 8.10, Section 8.11(b), Section 8.11(c), Section 8.12, 8.15, 8.16, 8.17, Article IX or the
Fee Letter (other than any payment obligations under the Fee Letter which shall instead be subject to Section 10.01(a)(iii)) or
(ii) Section 8.01(e)(iv), Section 8.01(f), Section 8.01(h), Section 8.01(o) and such default shall continue unremedied for a period
of five (5) Business Days after the earlier of (x) any officer of any Credit Party shall first have knowledge thereof or (y) any
Credit Party receives written notice from the Administrative Agent or the Required Lenders in respect thereof.”


 


1.16       Section
12.06(b) of the Credit Agreement is hereby amended by amending and restating clause (i) in its entirety as follows:


 


“(i)Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than to a Defaulting
Lender or to the Borrower or to any of the Borrower’s Affiliates or Subsidiaries) (each, an “Eligible Assignee”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans
at the time owing to it) with the prior written consent (which consent in each case shall not be unreasonably withheld or delayed)
of the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund, and provided further, that no consent of the Borrower shall be required for any assignment
hereunder.”


 


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).


 






    10 


     


    

 


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):


 


3.01The
Administrative Agent shall have received counterparts of this Amendment duly executed by each Credit Party signatory hereto and
each other relevant party to this Amendment;


 


3.02The
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);


 


3.03The
Administrative Agent shall have received counterparts of the Amendment No. 2 Fee Letter, duly executed by each Credit Party signatory
thereto and each other relevant party to that certain Amendment No. 2 Fee Letter;


 


3.04Liquidity
shall not be less than $4,000,000;


 


3.05       The
Administrative Agent shall have received a certificate for each Credit Party, dated as of the date hereof, duly executed and delivered
by such Credit Party’s General Counsel, other duly authorized officer, managing member or general partner, as applicable,
as to:


 


(vi)            
resolutions of each such Person’s board of managers/directors (or other managing body,
in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the
extent relevant, all aspects of the Amendment and Warrants applicable to such Person and the execution, delivery and performance
of the Amendment and Warrants, in each case, to be executed by such Person;


 


(vii)         
the incumbency and signatures of its Authorized Officers and any other of its officers, managing
member or general partner, as applicable, authorized to act with respect to the Amendment and Warrants to be executed by such Person;


 


(viii)       
each such Person’s Organization Documents, as amended, modified or supplemented as of
the date hereof, with the certificate or articles of incorporation or formation certified by the appropriate officer or official
body of the jurisdiction of organization of such Person;


 






    11 


     


    

 


(ix)            
certificates of good standing with respect to each Credit Party, each dated within a recent
date prior to the date hereof, such certificates to be issued by the appropriate officer or official body of the jurisdiction of
organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction,
and (B) certificates of good standing with respect to each Credit Party, each dated within a recent date prior to the date hereof,
such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business
as a foreign entity and conducts material business operations, which certificates shall indicate that such Credit Party is in good
standing in such jurisdictions, which certificates shall provide that each Secured Party may conclusively rely thereon until it
shall have received a further certificate of a General Counsel, other duly authorized officer, managing member or general partner,
as applicable, of any such Person canceling or amending the prior certificate of such Person as provided in Section 8.01(k) of
the Credit Agreement.





 


3.06The
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





3.07The
Administrative Agent shall have received counterparts of the Amendment No. 4 to Second Lien Credit Agreement duly executed by each
Credit Party signatory thereto and each other relevant party thereto.


 


Section
4.Miscellaneous. 




 


4.01Fees
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.


 


4.02No
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.


 


4.03Credit
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.


 


4.04Governing
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.


 






    12 


     


    

 


4.05Counterparts.
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.


 


4.06Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not affect the interpretation
of this Amendment.


 


4.07Binding
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.


 


4.08Integration.
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.


 


4.09Reaffirmation.
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.


 


4.10       Release
of Claims. In consideration of the Lenders’ and Administrative Agent’s agreements contained in this Amendment,
each Credit Party hereby irrevocably releases and forever discharges the Lenders and the Administrative Agent and their respective
affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released
Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or
unknown, which such Credit Party ever had or now has against the Administrative Agent, any Lender or any other Released Person
which relates, directly or indirectly, to any acts or omissions prior to the date hereof of the Administrative Agent, any Lender
or any other Released Person relating to the Amended Credit Agreement or any other Credit Document.





 


[Remainder of the page intentionally left blank]


 




    13 


     


    

 


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:	/s/ Damian Finio 
	 	 	Name: 	Damian Finio 
	 	 	Title: 	Chief Financial Officer





 


	GUARANTORS:	IGEN, INC. 
	 	 	 	 
	 	By:	/s/ Damian Finio 
	 	 	Name: 	Damian Finio
	 	 	Title: 	Chief Financial Officer  


 


	 	TELIGENT PHARMA, INC. 
	 	 	 	 
	 	By:	/s/ Damian Finio 
	 	 	Name: 	Damian Finio 
	 	 	Title: 	Chief Financial Officer  


 









    
[Signature Page to Amendment No. 2 to First Lien Credit Agreement]


     


    

 





	ADMINISTRATIVE AGENT AND A LENDER:	ARES CAPITAL CORPORATION,
	 	a Maryland corporation
	 	 	 
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 





 




    
[Signature Page to Amendment No. 2 to First Lien Credit Agreement]


     


    

 





	LENDERS:	ACF FINCO I LP,
	 	a Delaware limited partnership
	 	 	 
	 	By:	
        /s/ Oleh Szczupak

	 	 	Name:	Oleh Szczupak 
	 	 	Title:	Authorized Signer 


  


	 	CION ARES DIVERSIFIED CREDIT FUND
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem 
	 	 	Title:	Authorized Signatory 


 


	 	ARES CENTRE STREET PARTNERSHIP, L.P.,
	 	 	 
	 	By: Ares Centre Street GP, Inc., as general partner
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


 


	 	ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.
	 	 	 
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


 




    
[Signature Page to Amendment No. 2 to First Lien Credit Agreement]


     


    

 





	 	ARES COMMERCIAL FINANCE,
	 	 	 
	 	By: Ares Commercial Finance GP LP, its general partner
	 	By: ACF GP LLC, its general partner
	 	 	 
	 	By:	
        /s/ Oleh Szczupak

	 	 	Name:	Oleh Szczupak	 
	 	 	Title:	Authorized Signer	 




 








    
[Signature Page to Amendment No. 2 to First Lien Credit Agreement]