Item 1.01 Entry into a Material Definitive Agreement.
Amendment
to Advantage Loan Agreement
On
December 15, 2021, Danimer Scientific Holdings, LLC, a Delaware limited liability company (“DSH”), Meredian Bioplastics,
Inc., a Georgia corporation (“MBI”), Meredian, Inc., a Georgia corporation (“Meredian”), Danimer Scientific,
L.L.C., a Georgia limited liability company (“DSLLC”), Danimer Bioplastics, Inc., a Georgia corporation (“DBI”),
Danimer Scientific Kentucky, Inc., a Delaware corporation (“DSK”), each an indirect wholly-owned subsidiary of Danimer Scientific,
Inc., a Delaware corporation (the “Company”), entered into Amendment No. Four to Loan and Security Agreement and Consent
(“Amendment No. Four”) to that certain Loan and Security Agreement, dated as of March 13, 2019 (as amended by Amendment No.
One to Loan and Security Agreement dated as of October 2, 2020, Amendment No. Two to Loan and Security Agreement and Consent dated as
of December 22, 2020 and Amendment No. Three to Loan and Security Agreement and Consent dated as of March 18, 2021 and as amended, modified,
supplemented, renewed or extended from time to time the “Advantage Loan Agreement”), among DSH and MBI, as borrowers (each
an “Advantage Borrower”), Meredian, DSLLC, DBI and DSK, as guarantors (each an “Advantage Guarantor”, and collectively
with the Advantage Borrowers, the “Advantage Loan Parties”), the lenders party thereto from time to time (the “Advantage
Lenders”), and Southeast Community Development Fund X, L.L.C., as administrative agent for the Advantage Lenders (the “Administrative
Agent”).
Amendment
No. Four, among other things, (i) amended the restricted payments negative covenant to allow the Advantage Loan Parties and their subsidiaries
to make distributions to the Company in amounts necessary to make payments under permitted exchangeable indebtedness and permitted bond
hedge transactions, (ii) removed the restriction on the Advantage Borrowers’ ability to voluntarily prepay the term loan in the
original principal amount of $4,500,000 (the “NMTC Loan”) under the Advantage Loan Agreement prior to July 1, 2022, (iii)
modified the provision that as long as DSH maintains $10,000,000 in “qualified cash” (as defined in the Advantage Loan Agreement),
the financial covenants of consolidated adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”),
consolidated fixed charge coverage ratio and consolidated leverage ratio will not be tested, subject to certain exceptions, by reducing
the $10,000,000 amount to $5,000,000 in the event the NMTC Loan is paid in full, and (iv) clarified that the cross-default provision
does not apply to the Company, permitted exchangeable indebtedness or a permitted bond hedge. As a condition to the effectiveness of
Amendment No. Four, among other things, Meredian Holdings Group, Inc. delivered to the Administrative Agent, for the benefit of the Administrative
Agent and each Advantage Lender, a Ratification by Guarantor (the “Advantage Ratification”), pursuant to which it acknowledged
the entry of the Advantage Loan Parties into Amendment No. Four and each other amendment and modification of the Advantage Loan Agreement,
ratified its obligations under its guaranty and pledge agreements, and confirmed that the Administrative Agent has a first-priority perfected
security interest in all the limited liability company interests owned by MHG in DSH.
The
above description of Amendment No. Four and the Advantage Ratification are summaries and are not complete. A copy of the Amendment No.
Four and the Advantage Ratification are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and the above
summary is qualified by reference to the terms of the Amendment No. Four and the Advantage Ratification set forth in such exhibits.
Amendment
to Truist Revolving Credit Agreement
On
December 15, 2021, DSH, Meredian, MBI, DSLLC, DBI, DSK (collectively, the “Truist Borrowers”), and Truist Bank (“Truist”)
entered into the First Amendment (the “First Amendment”) to that certain Revolving Credit Agreement, dated April 29, 2021,
by and among the Truist Borrowers, the other loan parties party thereto, and Truist (as amended, the “Truist Credit Agreement”).
Pursuant
to the First Amendment, among other things, (i) the availability block (as provided for in the Truist Credit Agreement) was increased
from $4.0 million in the aggregate to an initial amount of $11.8 million in the aggregate (which amount shall be subject to adjustment
from time to time based on the EBITDA and certain fixed charges of the Truist Borrowers and their subsidiaries in accordance with the
terms of the First Amendment), (ii) the Company will be permitted to hold the 2021 Convertible Note Hedge (as defined in the First Amendment
) and perform its obligations with respect to the 2021 Convertible Notes Offering (as defined in the First Amendment) and (iii) the undrawn
$1.0 million capital expenditure line of credit with a one year draw period set forth in the Truist Credit Agreement was discontinued.
As a condition to the effectiveness of the First Amendment, among other things, the Company and MHG (the “Truist Guarantors”)
delivered to Truist a Reaffirmation and Ratification of Guarantors (the “Truist Ratification”), pursuant to which the Truist
Guarantors acknowledged the entry into by the Truist Borrowers of the First Amendment, ratified and reaffirmed each of their obligations
under its guaranty and the other loan documents with Truist to which they are a party and affirmed that nothing in the First Amendment
modified in any respect their guarantee obligations.
The
foregoing summary of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by the full
text of the First Amendment, which is included as Exhibit 10.3 to this Current Report on Form 8-K, and the Truist Ratification, which
is included as Exhibit 10.4 to this Current Report on Form 8-K, and each of which is incorporated herein by reference.