EXHIBIT 10.32
WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT
This WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of September 16, 2026, is by and among (1) TULP 24.1, LLC, a Delaware limited liability company (“Bloomia Acquisition”, together with each other Person joined to the Credit Agreement (as defined below) as a borrower from time to time, each, a “Borrower”, and collectively, the “Borrowers”), (2) Bloomia Holdings, Inc., fka, LENDWAY, INC., a Delaware corporation (the “Parent Guarantor”), as a Guarantor, (3) TULIPA ACQUISITIE HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (“Tulipa”), as a Guarantor, (4) BLOOMIA, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (“Bloomia”), as a Guarantor, (5) FRESH TULIPS USA, LLC, a Virginia limited liability company (“Fresh Tulips”), as a Guarantor, (6) each other Person (if any) from time to time party to the Credit Agreement (as defined below) as a Guarantor, (7) the lenders that are signatories to the Credit Agreement (as defined below) (individually, each a “Lender” and collectively, the “Lenders”) and (8) Associated Bank, N.A., a national banking association, one of the Lenders, as agent for the Lenders (in such capacity, the “Agent”).
RECITALS
1.The Agent, the Lenders and the Borrowers and the Guarantors entered into that certain Credit Agreement dated as of February 20, 2024 (as amended by that certain First Amendment to Credit Agreement dated as of October 16, 2024, that certain Second Amendment to Credit Agreement dated as of September 15, 2025, and as further amended, restated or otherwise modified from time to time, the “Credit Agreement”).
2.The Borrowers desire to amend certain provisions of the Credit Agreement, and the Agent has agreed to waive certain Events of Default and make such amendments, subject to the terms and conditions set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:
“Applicable Margin”: For any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Senior Cash Flow Leverage Ratio measured as of the last day of each fiscal quarter and calculated using Unadjusted EBITDA in lieu of EBITDA):
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Tier | Senior Cash Flow Leverage Ratio | Applicable Margin |
I | Less than 3.00 to 1.00 | 3.00% |
II | Less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00 | 3.50% |
III | Less than 5.00 to 1.00, but greater than or equal to 4.00 to 1.00 | 4.00% |
IV | Less than 6.00 to 1.00, but greater than or equal to 5.00 to 1.00 | 4.5% |
V | Greater than or equal to 6.00 to 1.00 | 5.00% |
Any increase or decrease in the Applicable Margin resulting from a change in the Senior Cash Flow Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(d) for the relevant fiscal quarter; provided, however, (a) the Borrowers shall provide notice to the Agent of any change in the Applicable Margin, and (b) that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, the highest rate set forth in each column of the Applicable Margin, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times when the rate of interest is determined, at the option of the Required Lenders, pursuant to Section 2.4(b), the highest rate set forth in each column of the Applicable Margin shall apply.
If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers and their Subsidiaries or for any other reason, the Borrowers, or the Lenders determine that (i) the Senior Cash Flow Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Senior Cash Flow Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders or the Agent (in its capacity as issuer of the Letters of Credit under this Agreement, or any successor to the Agent in such capacity), as the case may be, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.
This paragraph shall not limit the rights of the Agent or any Lender, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the rate of interest determined under Section 2.4(b). The Borrower’s obligations under this paragraph shall survive the termination of the obligation of the Lenders to make Revolving Loans and the repayment of all other Obligations hereunder.
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The initial Applicable Margin shall be set forth in Tier V until the first Business Day immediately following the date a Compliance Certificate is delivered to the Agent pursuant to Section 5.1(d) for the fiscal quarter ending on or about September 30, 2026. Any adjustment in the Applicable Margin shall be applicable to all Loans and Letters of Credit then existing or subsequently made or issued.
“Limited Guaranties”: each Limited Guaranties dated as of the Third Amendment Effective Date provided by Daniel Carlson Philp, Mark Randall Jundt and Werner Frank Jansen respectively. For the avoidance of doubt, each Limited Guaranty constitutes a Loan Document.
“Revolving Commitment Amount”: With respect to a Lender, the amount set opposite such Lender’s name on Schedule 1.1(a) hereto or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; provided that the Revolving Commitment Amount shall be temporarily increased to be the amount set opposite such Lender’s name in Part I of Exhibit A attached to the Third Amendment during the period commencing on the Third Amendment Effective Date and ending on May 31, 2027 (the “Temporarily Increased Revolving Commitments”), so long as no Event of Default has occurred and is continuing. For the avoidance of doubt, the Temporarily Increased Revolving Commitments shall expire upon the earliest of (a) May 31, 2027, (b) the date on which an Event of Default has occurred and is continuing, or (c) the date on which the Debt Refinance is consummated. After the expiration of the Temporarily Increased Revolving Commitments, the Revolving Commitment Amounts shall be the amount set opposite such Lender’s name in Part II of Exhibit A attached to the Third Amendment, as such amount may be adjusted from time to time in accordance with this Agreement.
“Third Amendment”: That certain Third Amendment to Credit Agreement dated as of September 16, 2026.
“Third Amendment Effective Date”: September 16, 2026.
“Unadjusted EBITDA”: For any period of determination, the consolidated net income of the Loan Parties and their Subsidiaries before deductions for income taxes paid in cash, Interest Expense, depreciation and amortization, in all cases calculated for said period without duplication and in accordance with GAAP.
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(d)Refinance Fee. If, as of January 31, 2027, neither the Debt Refinance nor the Alternative Capital Raise has been consummated, a fully earned, non-refundable fee in the amount of $100,000 per month (the “Refinance Fee”) shall accrue for the account of the Agent, commencing on February 1, 2027 and on the first day of each month thereafter. If the Debt Refinance has been consummated on or before May 31, 2027, all Refinance Fees accrued through such date shall be waived and shall not be payable. If the Debt Refinance has not been consummated on or before May 31, 2027, then (i) if the Total Revolving Outstandings as of May 31, 2027 exceed $3,000,000, the aggregate Refinance Fees accrued through May 31, 2027 in the amount of $400,000 shall be due and payable in cash to the Agent on June 1, 2027, and (ii) if the Total Revolving Outstandings as of May 31, 2027 are equal to or less than $3,000,000, fifty percent (50%) of the aggregate Refinance Fee accrued through May 31, 2027, in the amount of $200,000, shall be due and payable in cash to the Agent on June 1, 2027. For as long as the Debt Refinance remains unconsummated, the Refinance Fee in the amount of $100,000 shall be due and payable in cash to the Agent on July 1, 2027 and on the first day of each month thereafter until the Debt Refinance is consummated.
Section 6.17Fixed Charge Coverage Ratio. Commencing on September 30, 2026, the Borrowers will not permit the Fixed Charge Coverage Ratio to be less than (a) 1.00 to 1.00 as of the last day of the fiscal quarters ending on or about September 30, 2026, December 31, 2026, and March 31, 2027 (b) 1.10 to 1.00 as of the last day of the fiscal quarter ending on or about June 30, 2027, or (c) 1.25 to 1.00 as of the last day of the fiscal quarter ending on or about September 30, 2027 and the last day of each fiscal quarter ending thereafter.
Section 6.18Senior Cash Flow Leverage Ratio. Commencing on September 30, 2026, the Borrowers will not permit the Senior Cash Flow Leverage Ratio to be more than (a) 6.25 to 1.00 as of the last day of the fiscal quarter ending on or about September 30, 2026, (b) 6.75 to 1.00 as of the last day of the fiscal quarter ending on or about December 31, 2026, (c) 6.25 to 1.00 as of the last day of the fiscal quarter ending on or about March 31, 2027, (d) 3.50 to 1.00 as of the last day of the fiscal quarter ending on or about June 30, 2027, or (e) 3.00 to 1.00 as of the last day of the fiscal quarter ending on or about September 30, 2027 and the last day of each fiscal quarter ending thereafter.
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Section 6.26Refinance Milestones. The Borrower shall (a) provide written notice to the Agent of any of the following, in each case promptly following the occurrence thereof: (i) the selection of a final lender or group of lenders for the planned refinancing of all of the outstanding Obligations in cash in full (the “Debt Refinance”) or the selection of a final mezzanine lender or group of mezzanine lenders and/or investors for a planned capital raise in an aggregate amount of not less than $4,000,000 (the “Alternative Capital Raise”), (ii) any change to such final lender, group of lenders, mezzanine lender, group of mezzanine lenders and/or investors, (iii) the distribution of primary draft loan documents in connection with the Debt Refinance or primary draft mezzanine loan documents or equity investment documents in connection with the Alternative Capital Raise, and (iv) the finalization of any such documents, and (b) on or before May 31, 2027, either (i) consummate the Debt Refinance or (ii) consummate the Alternative Capital Raise.
Section 6.27 Use of Alternative Capital Raise Proceeds. The Borrower shall apply the proceeds of any Alternative Capital Raise solely in a manner approved by the Agent in its sole discretion.
“Eligible Inventory”: all inventory held by the Borrowers and their Subsidiaries (excluding work in process and supplies) and which:
| (a) | is subject to a perfected, first priority security interest in favor of the Agent free and clear of all other Liens other than Permitted Liens; provided that the Agent may consider such inventory constitutes Foreign Collateral the security interest over which may not be perfected as eligible in the Agent’s sole discretion and, without limiting the generality of Section 5.11, reserves the right to require any Loan Party take necessary steps at the sole cost and expense of such Loan Party from time to time to perfect and maintain the validity, effectiveness and priority of any security interest over such inventory in any applicable jurisdiction; |
| (b) | is located at one of the Borrowers or their Subsidiaries’ business locations in the United States set forth in the US Security Agreement or in the Netherlands as set forth in the Netherlands Security Documents; |
| (c) | is not so identified to a contract to sell that it is evidenced by an account; |
| (d) | is of good and merchantable quality free from any defects which would affect the market value thereof; |
| (e) | is not, as reasonably determined by the Agent, nonsaleable in the ordinary course of the Borrowers’ or their Subsidiary’s business; |
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| (f) | is insured against loss or damage in accordance with the provisions of the US Security Agreement or the Netherlands Security Documents (as applicable); |
| (g) | is not subject to or covered by a negotiable document of title, including, without limitation, negotiable warehouse receipts and negotiable bills of lading; and |
(h)is not a product that has been discontinued by the manufacturer or by the vendor from which the Borrowers or such Subsidiary purchased such inventory;
provided, that the Agent shall, notwithstanding the foregoing, have the right, in the reasonable exercise of its Permitted Discretion, to establish reserves against the aggregate amount of Eligible Inventory.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.
BORROWER:
TULP 24.1, LLC, as a Borrower
By: /s/ Elizabeth E. McShane
Name: Elizabeth E. McShane
Title: Chief Financial Officer
GUARANTORS:
BLOOMIA HOLDINGS, INC., as Parent Guarantor
By: /s/ Elizabeth E. McShane
Name: Elizabeth E. McShane
Title: Chief Financial Officer
TULIPA ACQUISITIE HOLDING B.V., as a Guarantor
By: /s/ Elizabeth E. McShane
Name: Elizabeth E. McShane
Title: Director
BLOOMIA B.V., as a Guarantor
By: /s/ Elizabeth E. McShane
Name: Elixabeth E. McShane
Title: Director
FRESH TULIPS USA, LLC, as a Guarantor
By: /s/ Werner F. Jansen
[Signature Page to Third Amendment to Credit Agreement (Bloomia)]
Name: Werner F. Jansen
Title: Chief Executive Officer
ASSOCIATED BANK, NATIONAL
ASSOCIATION, as Agent and as a Lender
By: /s/ Nicholas G. Myers
Name: Nicholas G. Myers
Title: Senior Vice President
[Signature Page to Third Amendment to Credit Agreement (Bloomia)]
EXHIBIT A
Part I
REVOLVING COMMITMENTS
Lender | Revolving |
Associated Bank, N.A. | $10,000,000 |
Part II
REVOLVING COMMITMENTS
Lender | Revolving |
Associated Bank, N.A. | $6,000,000 |