EXHIBIT 10.3
AMENDMENT NO. 1
TO
SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT
IN THE AMOUNT OF US$5,000,000
BY AND AMONG
SUNPEAKS VENTURES, INC.,
as Borrower,
HEALTHCARE DISTRIBUTION SPECIALISTS LLC
as Guarantor,
AND
TCA GLOBAL CREDIT MASTER FUND, LP,
as Lender
November 30, 2012
AMENDMENT NO. 1 TO
SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT
THIS AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this
"Amendment") is made as of the 30th day of November, 2012, by and among (i)
SUNPEAKS VENTURES, INC., a corporation incorporated under the laws of the State
of Nevada (the "Borrower"), (ii) HEALTHCARE DISTRIBUTION SPECIALISTS LLC, a
limited liability company organized and existing under the laws of the State of
Delaware, as guarantor (the "Guarantor" and together with Borrower, the "Credit
Parties") and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership
organized and existing under the laws of the Cayman Islands (the "Lender").
WITNESSETH
WHEREAS, the Credit Parties and the Lender have entered into that certain senior
secured revolving credit facility agreement, dated as of September 30, 2012 (the
"Credit Agreement"), pursuant to which the Lender agreed to make available to
the Borrower a secured revolving loan in the amount of Five Million United
States Dollars (US$5,000,000), subject to the terms and conditions therein
contained, and of this amount, the Lender made an initial principal advance of
Seven Hundred Thousand United States Dollars (US$700,000) to the Borrower;
WHEREAS, as of the date hereof, a total aggregate principal amount of Seven
Hundred Thousand United States Dollars (US$700,000) of principal plus applicable
interest are outstanding;
WHEREAS, in connection with this Amendment, the Borrower has requested and the
Lender has agreed to advance an additional principal amount of Seven Hundred
Fifty Thousand United States Dollars (US$750,000) to the Borrower; and
WHEREAS, the parties to this Amendment desire to amend the Credit Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the covenants
and agreements hereinafter set forth, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Defined Terms.
Unless otherwise defined herein, the capitalized terms used
herein shall have the meanings assigned to such terms in the Credit Agreement.
2. Amendment of the Credit Agreement.
Subject to the terms and conditions of
this Amendment, the Credit Agreement is hereby amended and supplemented as
follows:
(a)
all references to the "Senior Secured Revolving Credit Facility Agreement" or
the "Agreement" contained in the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended hereby;
(b)
The definition of "Obligations" shall be amended to include the text "now
existing or in the future" immediately following the text "Credit Parties to
Lender";
(c)
The definition of "Revolving Loan Commitment" shall be deleted in its entirety
and shall be replaced with the following:
"Revolving Loan Commitment" shall mean One Million Four Hundred Fifty Thousand
and No/100 United States Dollars (US$1,450,000), and in the event Borrower
requests