展品 10.12

第三次修改和重订的信贷协议

这款电动三轮车提供了卓越的舒适度和支撑作用，减轻了骑手的背部和关节的压力。它是寻求轻松骑行体验而不影响性能和效率的人的绝佳选择。后置电机可以在加减速时更好地控制和操纵，而前叉悬挂可最小化不平的路面对车辆的冲击。此三轮车还配备了5英寸液晶屏、EB 2.0照明系统、可折叠车把、胖胎、后差速器和停车刹车。此外，它还有一个拖车管，可以轻松地搬运大货物。还有一个适用于身材较矮的骑手的Mini版本。修正和重新订立的信贷协议的第三次修正 本“修改在2024年9月9日签署并生效，由以下各方订立 帕克钻井公司根据特拉华州公司法第103条的规定，特此证明，以下董事会在2019年4月4日依照特拉华州公司法的第141条(c)和第151条的规定，正式通过以下决议: "，一个特拉华州的公司（以下简称“公司”）母公司借款人所有板块）、作为本借款人的某些子公司被指定为“借款人”在本合同上的签字页（每个为“子公司借款人”以及本借款人共同构成“并签订本变更条款：商业信贷协议和票据（“CIT协议”）在此签署页上指定为“某一” 的母公司借款人的某些子公司（统称为“担保人”；本修正案的金融机构（统称““保证人””者，参与本修正案的金融机构（统称为“放贷方 美国银行，N.A.，一家全国银行协会（美国银行”), as administrative agent for the Lenders (in such capacity, “行政代理人”) and an L/C Issuer.

A. The Borrowers and the Guarantors have entered into that certain Amended and Restated Credit Agreement dated as of October 8, 2019 (as amended by the First Amendment to Amended and Restated Credit Agreement dated as of March 26, 2021, as further amended by the Second Amendment to Amended and Restated Credit Agreement dated as of March 30, 2023 and as further supplemented or modified from time to time prior to the date hereof, the “授信协议 (Credit Agreement)”), with the Lenders party thereto and the Administrative Agent;

b. 借款人希望延长到期日，并对信贷协议作出其他一些更改，出借人和行政代理愿意在此提供的条款和条件下执行。

C. 考虑到前文和双方在此约定的条款，为了获得良好和有价值的对价，各方在此同意如下:

1. 定义. 所有这些处使用的术语若在信贷协议中定义，且未在此另行定义，则应具有信贷协议中分配给它们的含义。

2. 修订.

(a) 现有定义. 第 1.1 信贷协议的现有定义将通过以下方式修改其中规定的以下现有定义:

“适用利率对于任何贷款类型和下面指定的其他债务，“Applicable Quarter”中指定的适用百分比 情景3：证券在到期前未被赎回，投资人在到期时获得声明本金金额 每个财季（每个“Applicable Quarter”）下文规定的适用百分比适用季度即此类适用季度的前一个财季期间的平均每日可用额占信用额度的百分比（对于每个适用季度，“Reference Quarter”）是根据借款人提供给行政代理人的借款基础证书由行政代理人确定的参考季度根据借款人提供给行政代理人的借款基础证书，由行政代理人确定

 

定价 等级		平均每日可用率		短期SOFR贷款和 信用证		基准利率贷款
I		>66.67%		2.00%		1.00%
II		≤66.67%但>33.33%		2.25%		1.25%
III		≤33.33%		2.50%		1.50%

适用季度的适用利率因适用参考季度平均每日可用额度的变化而导致的任何增加或减少将于适用季度的第一个日历月的第一天生效。如果行政代理无法计算适用参考季度的平均每日可用额度，因为借款人未能按照要求于要求的时间交付任何基础借款证明书，则 第6.1(d) ，则，根据行政代理或要求贷款人的选择，适用季度将适用定价级别III直至交付该基础借款证明书的日期。

“抵押文件”指的是安全协议、抵押，每个相关补充（或修订和/或重新证明，如适用）至任何前述内容的任何控制协议，抵押，抵押权转让，安全协议增补，安全协议（包括知识产权安全协议） 第 6.9协议，质押协议或其他类似协议，文件，备忘录，申请或记录（以及根据情况对上述内容的修订），交付给行政代理根据 ，以及每个其他协议，文件，备忘录，申请或记录，用于在行政代理的利益和受益人的利益下创建或声称创建（或继续）留置权。

“L/C发行人在现有信用证方面，美国银行 在此之后的每一封信用证发行后，(i) 美国银行作为此处信用证的发行人，(ii) 根据母公司借款人的指定，时间纳入作为LC发行人的任何其他贷款人，并且该贷款人和行政代理的同意，或(iii) 在此处的信用证的任何接替发行人。

“LC发行人子限额对于美国银行，LC发行人子限额等于信用证子限额的100%，该百分比随时可以通过LC发行者的协议进行调整。

“到期日意味着先于(а) 2029年9月9日 发生的情况 (b) 日期 之前的九十一天 九十一 在项下贷款期限信贷协议或任何再融资债务的最终计划到期日之前九十一天（即）发生日起，包括再融资贷款义务和（ii） 任何其他债务（不包括资本化租赁，合成租赁债务，法律实体之间的债务和 非追索权 债务）借款方借款总额超过阈值金额的借款，就此子款项（b）而言，截至可能修订和/或延期的日期，包括根据再融资或替换的任何再融资或替换；在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时；,然而如果该日期不是工作日，则到期日应为前一工作日。

“指定的个人财产”指任何根据安全协议或任何抵押贷款所谓授予留置权的类型的财产。

“美国政府证券业务日指除星期六，星期日或证券业和金融市场协会或任何后继组织因交易美国政府证券的目的，建议其成员的固定收入部门关闭整天的日子外的任何一天。” 指任何除了(a) 星期六、(b) 星期日或(c) 证券业协会建议其成员的固收部门整天关闭以便在美国政府证券交易目的而关闭的一天。

 

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(b) 已删除的定义. 部分 1.1 信贷协议的 特此修订，从中删除 “Lux安全协议” 的定义。

(c) 信用证 承诺. 部分2.3 (a) 特此对信贷协议进行修订，删除 第 (vii) 条从那里。

(d) 额外抵押品. 部分6.9 (a) 特此修订并重述信贷协议的内容 全文改为如下：

(a) 对于在截止日期之后获得的任何特定个人财产 为了担保方的利益，行政代理人没有完善的留置权，在此类收购后，立即执行并向行政代理人交付证券的修正或补充 协议或抵押贷款或管理代理人合理认为必要的其他文件，以便为有担保方的利益向行政代理人授予此类财产的留置权，(ii) 采取一切必要行动或 为了有担保方的利益，建议向行政代理人授予完善的第一优先权留置权（或者在规定的再融资生效日期之后，仅向定期贷款优先抵押品授予完善的第二优先权） 此类财产中的优先权（留置权），受许可留置权的约束，包括但不限于在担保协议或法律可能要求或可能的司法管辖区提交UCC融资报表（或同等文件） 根据行政代理人的要求，向美国海岸警卫队记录此类修正或补充（如果适用），以及（iii）如果行政代理人合理要求，则向行政代理人合法交付 与上述事项有关的意见，这些意见的形式和实质内容应是合理的，律师提出的意见应使行政代理人感到相当满意。

(e) 抵押品评估. 部分6.12 (b) 特此修订并重述信贷协议的内容 全文改为如下：

(b) 在任何时候，应行政代理人的请求，立即提供 行政代理人在任何日历年内对鹌鹑租赁资产进行评估的频率都不超过一次，由行政代理人选择和聘请的评估师进行评估的频率不超过一次，其编制基础使人感到相当满意 行政代理人，此类评估应包括但不限于适用法律要求的信息； 提供的 如果在任何日历年内任何时候的可用性低于16,000,000美元，则母借款人应提供 在该日历年内对鹌鹑租赁资产进行第二次此类评估的行政代理人； 提供的, 更远的，即当违约事件已经发生并仍在进行时，对违约事件的数量不应有任何限制或 评估频率应完全由母借款人承担。母借款人应向行政代理人偿还与评估相关的所有合理费用、成本和开支 每个日历年根据前一句话。

(f) 保密. 部分 10.7 的 特此修订信贷协议，在其第三段末尾添加以下句子：

为避免疑问， 此处的任何内容均不禁止任何个人向政府、监管或自我监管机构传达或披露有关涉嫌违反法律、规章或规章的信息。

 

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(g) Commitments and Applicable Percentages. The “Commitments and Applicable Percentages” table set forth on Schedule 2.1 to the Credit Agreement is amended and restated in its entirety as set forth on Annex 1 attached hereto.

3. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above only upon satisfaction in full (or written waiver by the Administrative Agent) of the following conditions precedent to the satisfaction of Administrative Agent and the Lenders (the “Amendment Effective Date”):

(a) Delivery of Documents. Administrative Agent shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to Administrative Agent and, unless indicated otherwise, dated the Amendment Effective Date:

(i) this Amendment, duly executed by the Borrowers, the Guarantors, Administrative Agent, the Lenders and the Exiting Lender (as defined below);

(ii) that certain Fee Letter dated on or about the date hereof, duly executed by the Borrowers and Administrative Agent;

(iii) certificates, in form and substance reasonably satisfactory to Administrative Agent, from a Responsible Officer of each Loan Party certifying, after giving effect to this Amendment and the other transactions contemplated hereunder, (A) that there has been no change to the Loan Parties’ Organization Documents since the Closing Date (or otherwise attaching such changed Organization Documents); (B) resolutions authorizing execution and delivery of this Amendment and the other transactions contemplated hereunder and (C) as to the matters set forth in Sections 3(c) and 3(d) below; and

(iv) good standing certificates of each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization.

(b) Fees and Expenses. The Borrowers shall have paid all fees and expenses to be paid to Administrative Agent or incurred on or prior to the Amendment Effective Date that are required to be paid under the Loan Documents, including all accrued fees of Administrative Agent’s legal counsel.

(c) Representations and Warranties. The representations and warranties contained in this Amendment and in Article V of the Credit Agreement (after giving effect to this Amendment) and in each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date).

(d) No Default; Event of Default. No Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.

 

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4. Representations and Warranties. The Borrowers hereby represent and warrant to Administrative Agent and Lenders as follows:

(a) Representations and Warranties. After giving effect to this Amendment, the representations and warranties herein, in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date (except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date).

(b) No Default. No Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(c) Authorization, Etc. Each Loan Party is duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is a party. The execution, delivery and performance of the Loan Documents, as amended hereby, have been duly authorized by all necessary action, and do not (i) contravene the terms of any Loan Party’s Organization Documents; (ii) conflict with or result in any breach or contravention of, under, or require any payment to be made under any Contractual Obligation to which a Loan Party is a party or affecting a Loan Party or the properties of a Loan Party or any of its Material Subsidiaries, except for conflicts, breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect, (iii) violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Loan Party or its property is subject; or (iv) result in the creation or imposition of any Lien on any property of the Borrowers or any Material Subsidiary except Liens created under the Loan Documents.

(d) Enforceability of Loan Documents. This Amendment is, and each other Loan Document to which any Loan Party is a party is, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as enforceability may be limited by equitable principles or by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

(e) Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or any other Loan Document.

5. Continued Effectiveness of the Credit Agreement and Other Loan Documents. Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Credit Agreement and each other Loan Document to which it is a party, in each case, to the extent amended hereby, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment Effective Date, all references in any such Loan Document to the “Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, and (c) confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to Administrative Agent, for the benefit of it and the Lenders, or to grant to Administrative Agent, for the benefit of it and the Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties

 

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from time to time existing in respect of the Credit Agreement and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties’ obligations to repay the Loans in accordance with the terms of the Credit Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations, as amended hereby, shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

6. No Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby.

7. No Representations by Administrative Agent or Lenders. Each Loan Party hereby acknowledges that it has not relied on any representation, written or oral, express or implied, by Administrative Agent or any Lender, other than those expressly contained herein, in entering into this Amendment.

8. Further Assurances. The Loan Parties shall execute any and all further documents, agreements and instruments, and take all further actions, as may be required under any applicable Law or as Administrative Agent may reasonably request, in order to effect the purposes of this Amendment.

9. Release. Each Loan Party hereby acknowledges and agrees that neither it nor any of its Subsidiaries has any Claim (as defined below) against Administrative Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing). Notwithstanding the foregoing, Administrative Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any conditions, acts, omissions, events or circumstances arising prior to the Amendment Effective Date directly out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, would impair or otherwise adversely affect any of their rights, interests, security and/or remedies under the Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge Administrative Agent and the Lenders, together with their respective Affiliates, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description other than fraud or willful misconduct, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment Effective Date directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Administrative Agent or any Lender contained therein, or the making of any Loans or other advances under the Loan Documents or the management of such Loans or other advances or the Collateral (each of the foregoing, a “Claim”).

 

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10. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.

(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c) UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AMENDMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD SELECT THE LAWS OF A DIFFERENT STATE EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.

(d) Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Credit Agreement.

(e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

11. Exiting Lender Consents. By its execution of this Amendment, Deutsche Bank AG New York Branch (the “Exiting Lender”) hereby (a) consents to this Amendment in its capacity as a Lender and a L/C Issuer under the Credit Agreement solely for purposes of Section 10.1 of the Credit Agreement, and (b) acknowledges and agrees to this Section 11. Each of the parties hereto hereby agrees and confirms that after giving effect to this Amendment, the Exiting Lender’s Commitment shall be reduced to $0.00, the Exiting Lender’s Commitment to lend and all other obligations of the Exiting Lender under the Credit Agreement shall be terminated (other than any obligations that expressly survive the termination or departure of a Lender under the Loan Documents in accordance with their terms), and the Exiting Lender shall cease to be a Lender and a L/C Issuer for all purposes under the Loan Documents.

[Remainder of Page Intentionally Left Blank;

Signature Page(s) Follow(s).]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.

 

 

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

 

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

 

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

ANNEX 1

SCHEDULE 2.1

COMMITMENTS AND APPLICABLE PERCENTAGES

 

Lender		Revolving Credit Commitment				Revolving Credit Applicable Percentage
Bank of America, N.A.		$	40,000,000.00				100.000000000	%
TOTAL		$	40,000,000.00				100.000000000	%