Item 1.01 Entry into a Material Definitive Agreement.
OnMarch 31, 2023 ,AppHarvest Morehead Farm, LLC , aDelaware limited liability company (the "Borrower Subsidiary") and wholly-owned indirect subsidiary ofAppHarvest, Inc. (the "Company"), entered into a first amendment (the "Amendment") to the Master Credit Agreement datedJune 15, 2021 , as amended by the addendum thereto datedJune 15, 2021 , as such addendum was amended and restated effective as ofDecember 27, 2022 , and as amended by a second addendum thereto datedFebruary 2, 2023 , and made effective onDecember 27, 2022 (as amended, the "Amended Credit Agreement") withRabo AgriFinance LLC , aDelaware limited liability company (the "Lender"). The Amendment delays the first day upon which the Borrower Subsidiary must comply with the leverage ratio covenant under the Amended Credit Agreement fromMarch 31, 2023 , toJune 30, 2023 . The Amendment also requires that the Borrower Subsidiary deposit$2,000,000 into a designated reserve account onMarch 31, 2023 and make two additional deposits, each of$500,000 onApril 30, 2023 andMay 31, 2023 , to secure the Borrower Subsidiary's obligations under the Amended Credit Agreement. The Amendment also adds covenants restricting the Borrower Subsidiary's ability to incur certain debts and to make certain payments to the Company, allows the Lender to terminate the Borrower Subsidiary's existing interest rate swap in the Lender's discretion, and requires that the Borrower Subsidiary reimburse the Lender for certain third-party financial advisory expenses. In connection with the Borrower Subsidiary's entry into the Amendment, onMarch 31, 2023 , the Borrower Subsidiary entered into an intellectual property security agreement with the Lender, pursuant to which the Borrower Subsidiary granted to the Lender a first priority security interest in the Borrower Subsidiary's intellectual property licenses.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description 10.1^ First Amendment to Master Credit Agreement
between AppHarvest Morehead
Farm, LLC , andRabo AgriFinance, LLC dated March
31, 2023.
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
^ Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and are the type thatAppHarvest, Inc. treats as private or confidential.
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