Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of August
14, 2020, is made by and between SHOTSPOTTER, INC., a Delaware corporation (the
"Borrower") and UMPQUA BANK, an Oregon state-chartered bank (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to that certain Credit
Agreement dated as of September 27, 2018 (the "Original Credit Agreement"), as
amended by that certain First Amendment to Credit Agreement dated as of May 21,
2019 (the Original Loan Agreement, as so amended, the "Credit Agreement").
WHEREAS, the Borrower has requested that the Lender make certain modifications
to the Credit Agreement as more fully set forth herein, and the Lender is
willing to do so upon and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1.Recitals.
The Recitals set forth above are true and correct and are
incorporated herein.
2.Definitions.
Except as set forth in this Amendment, defined terms used herein
shall have the meanings given to them in the Credit Agreement.
3.Amendments to Defined Terms in Section 1.1 [Certain Definitions] of the Credit
Agreement.
(a)The definition of "Daily LIBOR Rate" is hereby amended by deleting all
references to "zero (0.00)" and replacing them with "one percent (1.00%)".
(b)The definition of "Expiration Date" is hereby amended by deleting the
reference to "September 27, 2020" and replacing it with "September 27, 2022."
(c)The definition of "LIBOR Rate" is hereby amended by deleting all references
to "zero (0.00)" and replacing them with "one percent (1.00%)".
4.Amendment to Remove Annual Loan Fee. Section 2.3 of the Credit Agreement [Loan
Fee] is hereby amended by deleting "and on or before each anniversary thereof,".
5.Amendment to Remove Liquidity Covenants.
4842-1676-4100
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(a)Section 8.2.15 of the Credit Agreement [Minimum Liquidity] is hereby deleted
in its entirety and replaced with the following "[Intentionally Omitted]."
(b)Exhibit 8.3.4 to the Credit Agreement is hereby deleted in its entirety and
replaced with Exhibit A attached hereto.
6.Amendment to Increase Revolving Credit Commitment.
The references to
"$10,000,000" in each of the following are hereby deleted and replaced with
"$20,000,000":
(a) The title page of the Credit Agreement;
(b)Page 1 of the Credit Agreement; and
(c)Schedule 1.1(B) of the Credit Agreement.
7.Amendment to Remove Borrowing Base.
(a)The definition of Borrowing Base in Section 1.1 [Certain Defined Terms] is
hereby deleted in its entirety.
(b)Section 2.1.1 [Revolving Credit Loans] of the Credit Agreement is hereby
amended as follows: (i) the references in subsection (i) of the first full
sentence to "the lesser of (A)" and "and (B) the Borrowing Base minus
outstanding Letter of Credit Obligations" are hereby deleted; and (ii) the
references in subsection (ii) of the first full sentence to "the lesser of (A)"
and "or (B) the Borrowing Base" are hereby deleted.
(c)Section 2.4 [Termination or