Item
1.01. Entry into a Material Definitive Agreement.
On May 18, 2023 (the “Effective
Date”), the “Company entered into the Limited Waiver and Consent, Second Amendment and Restatement of Credit Agreement
and Reaffirmation of Loan Documents (the “Second Amendment and Restatement Agreement”) among the Company, as Holdings
(in such capacity, “Holdings”), Airspan Networks Inc., a Delaware corporation (“ANI”), as the Borrower (in
such capacity, the “Borrower”), certain subsidiaries of the Company, as guarantors, the lenders party thereto
(collectively, the “Lenders”) and DBFIP ANI LLC (“Fortress”), as administrative agent and collateral agent
(together with is successors and assigns in such capacities, the “Agent”). The Second Amendment and Restatement
Agreement by its terms amended and restated the Amended and Restated Credit Agreement, dated August 13, 2021 (as further amended,
amended and restated, restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “A&R
Credit Agreement”), among Holdings, the Borrower, the Agent and certain Lenders and guarantors party thereto, and replaced the
A&R Credit Agreement in its entirety with the Second Amended and Restated Credit Agreement (the “Second A&R Credit
Agreement”) among Holdings, the Borrower, the Agent and certain subsidiaries of the Company, as guarantors, the Lenders party
thereto, and Fortress. Pursuant to the Second Amendment and Restatement Agreement, the parties thereto agreed to, among other
things, (i) certain consents related to the Company’s previously disclosed divestiture of Mimosa Networks, Inc., a Delaware
corporation (“Mimosa”), (ii) waive certain existing events of default under the A&R Credit Agreement in the limited
manner set forth therein, (iii) terminate the existing delayed draw term loan commitments under the A&R Credit Agreement and
establish new delayed draw term loan commitments in the aggregate amount of $25 million, (iv) modify the interest rates applicable
to certain loans under the Second A&R Credit Agreement, (v) provide for the issuance of 5,912,040 warrants to purchase shares of
the Company’s common stock (collectively, the “Warrants”), (vi) amend certain financial covenants and (vii) provide
for additional fees related to the Second A&R Credit Agreement.
The
Second A&R Credit Agreement establishes an initial term loan commitment of $10 million (the “Initial Term Loan”), which
will accrue interest at a variable rate per annum equal to either the Base Rate (as defined in the Second A&R Credit Agreement) or
the Adjusted Term SOFR (as defined in the Second A&R Credit Agreement), plus between 9.00% and 14.00% per annum, which shall be calculated
based on the applicable Net EBITDA Leverage Ratio (as defined in the Second A&R Credit Agreement). The Initial Term Loan is scheduled
to mature on December 30, 2024. The Borrower may prepay the loans under the Second A&R Credit Agreement, subject to a prepayment
penalty of between 0.00% to 5.00% of the principal amount prepaid, depending on the timing of the prepayment. The Borrower is subject
to certain affirmative and negative covenants under the Second A&R Credit Agreement.
The
Warrants provided for under the Second A&R Credit Agreement were issued to certain Lenders or their designees and will be exercisable
to purchase one share of the Company’s common stock at an exercise price of $0.01 per share. The Warrants have a term of 7.5 years and
will become exercisable upon the earliest to occur of (i) the third anniversary of the issuance of the warrants, (ii) an “Acquisition”
as defined in the Warrant, (iii) any debt financing or issuance of equity or instruments convertible into equity interests of the Company
in which the Company receives in excess of $50 million in one or a series of related transactions, and (iv) any other strategic transactions,
joint ventures, financings or combinations between the Company and one or more investors or third parties in which the Company or its
subsidiaries receive in excess of $50 million in one or a series of related transactions.
In
connection with the Second A&R Credit Agreement, the Company modified the terms of its 7.00% Amended and Restated Senior Secured
Convertible Notes (as further amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to
the Effective Date, collectively, the “2021 Notes”) and modified the terms of its Senior Secured Convertible Note Purchase
and Guarantee Agreement, dated July 30, 2021 (as further amended, amended and restated, restated, supplemented or otherwise modified
from time to time prior to the Effective Date, the “Note Purchase Agreement”) pursuant to the Limited Waiver and Consent,
Third Amendment to Senior Secured Convertible Note Purchase and Guarantee Agreement and Reaffirmation of Note Documents, dated the Effective
Date (the “NPA Amendment”), among the Company, ANI, certain of its subsidiaries as guarantors, the purchasers party thereto
and Fortress, as administrative and collateral agent. Pursuant to the NPA Amendment, the Company exchanged the 2021 Notes for amended
and restated notes (collectively, the “Convertible Notes”). The Note Purchase Agreement (as amended by the NPA Amendment)
and the Convertible Notes were modified to, among other things, (i) provide for certain consents relating to the Company’s previously
disclosed divestiture of Mimosa, (ii) waive certain existing events of default under the Note Purchase Agreement in the limited manner
set forth therein, (iii) imposed a $2.5 million fee, which was capitalized to increase the aggregate principal amount of the Convertible
Notes to $52.5 million (iv) increase the interest rate applicable to the Convertible Notes to 10.00%, and (v) provide for additional
fees related to the Note Purchase Agreement and the Convertible Notes.
The
Company’s view is that these are beneficial transactions, as they endeavor to provide the Company with greater financial flexibility
to fulfill its strategic objectives. The Company issued a press release announcing the Second Amendment and Restatement Agreement and
the NPA Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing descriptions of the Second Amendment and Restatement
Agreement, the Convertible Notes, the NPA Amendment and the Warrants do not purport to be complete and are qualified in their entirety
by reference to the full text of these documents, which are filed as exhibits 10.1, 10.2, 10.3 and
10.4, respectively, hereto and are incorporated herein by reference.