On December 8, 2010, the Company entered into a credit agreement (the “Loan Agreement”) with BAML,
pursuant to which the Company obtained a $1 million term loan (the “Term Loan”) and a $2.5 million revolving line of credit (the “Line of Credit”). On November 4, 2011, the Company entered into an amendment to the Loan
Agreement (the “Amendment”) that extended the maturity date of the Line of Credit through December 8, 2012. The Amendment also included the addition of a $500,000 draw note (the “Draw Note”).
On November 9, 2012, the Company entered into a second amendment to the Loan Agreement, which extended availability under the Draw Note,
and the maturity date of the Line of Credit, to October 31, 2013.
The Draw Note is to be used to fund the Company’s
investment in future concession contracts. The Company can draw up to $500,000 on the Draw Note before October 31, 2013. The Company will pay interest only on the Draw Note through November 26, 2013, after which the Company will pay
interest and principal so that the balance will be paid in full as of October 27, 2016. As of September 30, 2012, there were no borrowings on the Draw Note.
The proceeds of the Term Loan were used to fund the Company’s investment in lockers used in the Disney Agreement. The proceeds of the Line of Credit will be used primarily for working capital needs
in the ordinary course of business and for general corporate purposes.
The Company can borrow, repay and re-borrow principal
under the Line of Credit from time to time during its term, but the outstanding principal balance of the Line of Credit may not exceed the lesser of the borrowing base or $2,500,000. For purposes of the Line of Credit, “borrowing base” is
calculated by multiplying eligible accounts receivable of the Company by 80% and eligible raw material and finished goods by 50%. As of September 30, 2012, there was $1,050,000 outstanding on the Line of Credit.
The outstanding principal balances of the Line of Credit, the Draw Note and the Term Loan bear interest at the one-month LIBOR rate plus
375 basis points (3.75%). Accrued interest payments on the outstanding principal balance of the Line of Credit are due monthly, and all outstanding principal payments under the Line of Credit, together with all accrued but unpaid interest, is due at
maturity, or October 31, 2013. Payments on the Term Loan, consisting of $16,667 in principal plus accrued interest, began in 2011. The entire outstanding balance of the Term Loan is due on December 8, 2015.
The Loan Agreement is secured by a first priority lien on all of the Company’s accounts receivable, inventory and equipment pursuant
to a Security Agreement between the Company and BAML (the “Credit Security Agreement”).
The Credit Security
Agreement and Loan Agreement contain covenants, including financial covenants, with which the Company must comply, including a debt service coverage ratio and a funded debt to EBITDA ratio. Subject to the Lender’s consent, the Company is
prohibited under the Credit Security Agreement and the Loan Agreement, except under certain circumstances, from incurring or assuming additional debt and from permitting liens to be placed upon any of its property, assets or revenues. Additionally,
the Company is prohibited from entering into certain transactions, including a merger or consolidation, without the Lender’s consent.