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ICLD > SEC Filings for ICLD > Form 8-K on 17-Oct-2013All Recent SEC Filings

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Form 8-K for INTERCLOUD SYSTEMS, INC.


17-Oct-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financi


Item 1.01 Entry into a Material Definitive Agreement.

Termination of IPC Stock Purchase Agreement

As originally reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2012, we entered into a Stock Purchase Agreement (the "IPC Agreement"), dated November 20, 2012, with Integration Partners-NY Corporation, a New Jersey corporation ("IPC"), and three individuals, Barton F. Graf Jr., David C. Nahabedian and Frank Jadevaia (these individuals together, the "IPC Sellers"), pursuant to which we agreed to acquire all the outstanding capital stock of IPC.

As of October 2, 2013, the parties to the IPC Agreement agreed to terminate the IPC Agreement. However, we remain in discussions with the IPC Sellers about the possibility of acquiring IPC on amended terms. A definitive agreement has yet to be reached as a result of such discussions, and there can be no assurance as to the terms upon which any such agreement may be reached, if at all.

Fifth Amendment to MidMarket Loan Agreement

On October 17, 2013, we entered into a Fifth Amendment (the "Fifth Amendment") to our Loan and Security Agreement, dated September 17, 2012, with MidMarket Capital Partners LLC, as agent for the lenders ("MidMarket"), as amended (the "MidMarket Loan Agreement"). Prior to the Fifth Amendment, the MidMarket Loan Agreement provided that the maturity date of the term loans under the MidMarket Loan Agreement in the original principal amount of $13,000,000 (the "Original Term Loans") matured on September 17, 2017; provided, however, that if prior to March 17, 2014 we failed to raise at least $20,000,000 in gross proceeds in an underwritten public offering of our equity securities, the maturity date of the Original Term Loans would be accelerated to June 17, 2014. The Fifth Amendment amends the MidMarket Loan Agreement to provide that, (i) if prior to March 17, 2014, we fail to raise at least $5,000,000 in gross proceeds in an underwritten public offering of our equity securities, the maturity date of the Original Term Loans will be accelerated to June 17, 2014, or (ii) if prior to March 17, 2014 we raise at least $5,000,000 but less than $20,000,000 in gross proceeds in an underwritten public offering of our equity securities, the maturity date of the Original Term Loans will be accelerated to December 30, 2014.

A copy of the Fifth Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 above is incorporated into this Item 2.03 by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.       Description

10.1      Fifth Amendment, dated as of October 17, 2013, by and among InterCloud
          Systems, Inc., ADEX Corporation, AW Solutions, Inc., T N S, Inc.,
          ADEXCOMM Corporation, Tropical Communications, Inc., Rives-Monteiro
          Leasing, LLC, Environmental Remediation and Financial Services, LLC and
          MidMarket Capital Parnters, LLC.


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