Item 1.01 Entry into a Material Definitive Agreement
On May 26, 2020, Endologix, Inc. (the "Company") entered into a forbearance
agreement (the "ABL Forbearance Agreement") to Credit Agreement, dated as of
August 9, 2018 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), with the Lenders party thereto from time
to time, and Deerfield ELGX Revolver, LLC, as agent for itself and the Lenders
(collectively, the "ABL Forbearing Parties"). Additionally, on May 26, 2020, the
Company entered into a forbearance agreement (the "Facility Forbearance
Agreement" and, collectively with the ABL Forbearance Agreement, the
"Forbearance Agreements") to Amended and Restated Facility Agreement, dated as
of August 9, 2018 (as amended, restated, supplemented or otherwise modified from
time to time, the "Facility Agreement"), with the Lenders party thereto from
time to time, and Deerfield Private Design Fund I.V., L.P. as agent for itself
and the Lenders (collectively, the "Facility Forbearing Parties" and,
collectively with the ABL Forbearing Parties, the "Forbearing Parties).
The Company informed the Forbearing Parties that it anticipated its Quarterly
Report on Form 10-Q for the period ending March 31, 2020 would include a
statement that there is substantial doubt regarding the Company's ability to
continue as a going concern within one year after the date of such financial
statements and such statement would result in an event of default under each of
the Credit Agreement and the Facility Agreement. Pursuant to the Forbearance
Agreements, subject to certain terms and conditions, the Forbearing Parties have
agreed to forbear from exercising any rights or remedies arising from such event
of default under the Credit Agreement or Facility Agreement, as applicable. As a
condition to the Forbearance Agreements, the interest rate on all obligations
under the Credit Agreement and the Facility Agreement, respectively, would
increase by 2% per annum and the Company agreed to certain covenants.
The Forbearance Agreements will terminate on the earlier of June 15, 2020 or the
occurrence of certain other conditions, including the occurrence of a separate
event of default (the "Forbearance Termination Date").
The foregoing descriptions of the ABL Forbearance Agreement and the Facility
Forbearance Agreement are not complete and are qualified in their entirety by
reference to the full text of the ABL Forbearance Agreement and of the Facility
Forbearance Agreement, copies of which are filed herewith as Exhibit 10.1 and
10.2, respectively, and to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Forbearance Agreement, dated as of May 26, 2020, to that
certain Credit Agreement, dated as of August 9, 2018 (as
amended, restated, supplemented or otherwise modified from time
to time), by and among Endologix, Inc., the Lenders party thereto
from time to time, and Deerfield ELGX Revolver, LLC
10.2 Forbearance Agreement, dated as of May 26, 2020, to that
certain Amended and Restated Facility Agreement, dated as of
August 9, 2018 (as amended, restated, supplemented or otherwise
modified from time to time), by and among Endologix, Inc., the
Lenders party thereto from time to time, and Deerfield Private
Design Fund I.V., L.P.
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