Form 6-K AKUMIN INC. To: Sept. 13
ADDITIONAL NO. 3 & WAIVER, dated September 11, 2021 (this ??Amendment??), to this certain Revolving Credit Agreement, dated November 2, 2020 (as amended by Amendment No.1 to this Revolving Credit Agreement, dated February 8, 2021, as further amended by ‘Amendment 2 to this Revolving Credit Agreement, dated July 26, 2021, and as amended, restated, amended and restated, supplemented or otherwise amended from time to time, before the effective date of the amendment 3 (as defined below), ??Existing credit agreement?? and, as amended by this amendment and as amended, reworded, amended and reworded, supplemented or otherwise amended from time to time, the ??Amended credit agreement??), at Akumin Inc., an Ontario company (the ??Borrower??), certain subsidiaries of the Borrower as guarantors (collectively, the ??Guarantors?? and, individually, each one ??Guarantor??), lenders participate from time to time (the ??Lenders??) and BBVA USA, as Administrative Agent and Guarantee Agent. Capitalized terms used and not defined herein will have the meaning assigned to them in the amended Credit Agreement.
the Borrower has requested the Administrator and the Required Lenders to make certain modifications to the Existing Credit Agreement as set forth herein;
WHILE, (I) Section 7.01 (b) of the Existing Credit Agreement requires the Borrower to submit, at the latest forty-five days after the end of its fiscal quarter ended June 30, 2021, its consolidated balance sheet at the end of that fiscal quarter, and the consolidated statements of income s ‘relating thereto or transactions and cash flows for that fiscal quarter and for the portion of the Borrower’s fiscal year ending on that date, showing in each case in comparative form the figures for the corresponding fiscal quarter of the the preceding financial year and the corresponding part of the preceding financial year, all in a reasonably detailed manner and certified by an officer of the borrower as fairly presenting the financial position, results of operations and cash flows of the borrower in accordance with IFRS (or GAAP if
Article 1.03 of the Existing Credit Agreement), subject only to normal conditions end of the year audit adjustments and the absence of footnotes, accompanied by management’s usual discussion and analysis relating to this fiscal quarter, (ii) Article 7.01 (c) of the Existing Credit Agreement requires the Borrower to provide, simultaneously with the submission of the consolidated financial statements for its fiscal quarter ended June 30, 2021, if during this period, the Borrower has one or more significant Unrestricted Subsidiaries, reasonably detailed information summarizing the material differences between the financial statements submitted under the existing Credit Agreement and the operating results (income statement) and financial position (balance sheet) of the Borrower and its Subsidiaries without giving effect to the results or to the situation of these Unrestricted Subsidiaries (the elements of clauses (i) and (ii) of this clause WHEREAS collectively, the elements ??Second Quarter 2021 Financial Results??) and (iii) Section 7.02 (a) of the Existing Credit Agreement requires the Borrower to submit, within five Business Days following the submission of the financial statements for its fiscal quarter ended June 30, 2021, a duly completed Certificate of Compliance relating to this fiscal quarter signed by a Head of ‘Borrower (these certificates of conformity, the ??Certificate of conformity for the second quarter of 2021?? and, with the financial results for the second quarter of 2021, the ??Documents for the second quarter of 2021??);
WHILE, the Borrower has not delivered the Documents for the second quarter of 2021 by the dates specified in the Sections the Existing Credit Agreement;
WHILE, the Borrower has requested that the Administrative Agent and the Required Lenders waive all Default and Event of Default relating to its non-delivery of the Second Quarter 2021 Documents by the dates specified in the relevant Sections of the Existing Credit Agreement (collectively, the ??Default values specified??);