Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Unique
Logistics International, Inc. (the “Company”) on June 23, 2021, the Company, Unique Logistics Holdings, Inc., a Delaware
corporation (“Holdings”), Unique Logistics International (NYC), LLC, a Delaware limited liability company (“New York”),
Unique Logistics International (BOS), Inc., a Massachusetts corporation (“Boston” and, together with the Company, Holdings
and New York, collectively, “Seller”), entered into a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”)
dated as of June 1, 2021, with TBK BANK, SSB, a Texas State Savings Bank (“Purchaser”), for a facility under which Purchaser
will, from time to time, buy approved receivables from the Seller. The TBK Agreement provides for Seller to have access to the lesser
of (i) $30 million (“Maximum Facility”) and (ii) the Formula Amount (as defined in the TBK Agreement) at an interest rate
of the highest prime rate (but in no event less than 3.25%) plus 3%.
On August 4, 2021, the parties to the TBK Agreement
entered into a First Amendment to Revolving Purchase, Loan and Security Agreement (the “First Amendment”) to increase the
credit facility from Thirty Million Dollars ($30,000,000) to Forty Million Dollars ($40,000,000) during the Temporary Increase
Period (as defined below), among other things, adding the following new definitions to the TBK Agreement:
(i)
“53. “Temporary Increase Period” means the period commencing on August 4, 2021 through and including December 2,
2021; and
(ii)
54. “Special Advances” means any Advances made during the Temporary Increase Period that would cause the outstanding
Obligations to exceed Thirty Million Dollars ($30,000,000).”
In
addition to adding new definitions to the TBK Agreement, the First Amendment amended the following sections of the TBK Agreement in their
entirety and substituted such sections with the following:
“37.
“Maximum Facility” – (a) during the Temporary Increase Period, Forty Million Dollars ($40,000,000) and (b) at all
times thereafter, Thirty Million Dollars ($30,000,000).”
“3.
Base Rate – The Base Index plus (a) with respect to Special Advances, 6.75 and (b) with respect to all other Advances,
3.00.”
The
First Amendment also provides for a non-refundable amendment closing fee equal to Fifty Thousand Dollars ($50,000), which
was fully earned, due and payable as of August 4, 2021.
A
copy of the First Amendment is included as Exhibit 10.1 to this Current Report and is hereby incorporated by reference. All references
to the First Amendment are qualified, in their entirety, by the text of such exhibit.