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QTWW > SEC Filings for QTWW > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.


24-May-2013

Entry into a Material Definitive Agreement, Fin


Item 1.01 Entry Into a Material Definitive Agreement.

On May 20, 2013 (the "Effective Date"), the Registrant and its senior secured lender, Bridge Bank, National Association (the "Lender"), entered into a Loan and Security Modification Agreement ("Loan Amendment") pursuant to which (i) the Registrant and Lender agreed to amend the Loan and Security Agreement, dated May 7, 2012, between the Registrant and Lender (the "Loan Agreement") and (ii) the Lender agreed to waive all events of default under the Loan Agreement arising from the Registrant's failure to comply with certain financial covenants contained in the Loan Agreement.
The material amendments to the Loan Agreement are as follows:
1.The Performance to Plan financial covenant was deleted in its entirety.
2.The definition of Borrowing Base was amended to allow for up to 50% of Eligible Inventory (subject to a cap of 40% of all outstanding Advances) regardless of the Registrant's Asset Coverage Ratio. Prior to the Loan Amendment, the Registrant's Asset Coverage Ratio had to be at least 1.50:1.00 before up to 50% of Eligible Inventory was included in the Borrowing Base.
3.The facility fee due on the first anniversary date of the Loan Agreement was reduced from $100,000 to $50,000.
4.If the Registrant's Asset Coverage Ratio falls below 1.35:1.00 at the end of a month, then the interest rate will be adjusted to the Prime Rate plus 2.5% (from Prime Rate plus 2.0%) and will remain at Prime Rate plus 2.5% until the Registrant's Asset Coverage Ratio is at least 1.35:1.00.
5.The amount of the revolving line available to the Registrant under the Loan Agreement was reduced from $10.0 million to $5.0 million. In connection with the Loan Amendment, the Registrant paid the Lender a cash fee of $20,000 and issued the Lender a warrant to purchase up to 100,000 shares of the Registrant's common stock at an exercise price of $0.62 per share (the "Lender Warrant"). The Lender Warrant contains standard and customary anti-dilution provisions, may be exercised on a cashless basis, and expires seven years from the issuance date. A copy of the Loan Amendment is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The description of the material terms of the Loan Amendment is qualified in its entirety by reference to Exhibit 10.1. A copy of the Lender Warrant is filed herewith as Exhibit 4.1 and is incorporated herein by reference. The description of the material terms of the Lender Warrant is qualified in its entirety by reference to Exhibit 4.1. Item 3.02 Unregistered Sales of Equity Securities The disclosures under Item 1.01 are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

Exhibit No.     Description

4.1             Lender Warrant to Purchase Common Stock
10.1            Loan and Security Modification Agreement, dated May 20, 2013, between
                the Registrant and Bridge Bank, National Association


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