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Item 1.01
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Entry into a Material Definitive Agreement.
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On Deck Capital, Inc. (the "Company") recently obtained amendments and waivers for certain of its debt facilities as described below.
RAOD Facility Amendment
On May 14, 2020, Receivable Assets of OnDeck, LLC (“RAOD”), a wholly-owned subsidiary of the Company, amended (the “RAOD Amendment”) its asset-backed revolving debt facility (the “RAOD Facility”) to further modify the Fourth Amended and Restated Credit Agreement, dated as of December 17, 2018, by and among RAOD, as Borrower, the Lenders party thereto from time to time, SunTrust Bank, as Administrative Agent, and Wells Fargo Bank, N.A, as Paying Agent and as Collateral Agent. Certain capitalized terms not defined in this section of the report are used with the meanings ascribed to them in the RAOD Facility as amended by prior amendments thereto and the RAOD Amendment.
Pursuant to the RAOD Amendment, from March 11, 2020 to August 31, 2020, receivables granted temporary relief in response to the COVID-19 pandemic will generally not be considered delinquent under the RAOD Facility so long as such receivable is paying in accordance with its modified terms. The RAOD Amendment also modifies the concentration limitations to provide, among other things, additional flexibility for certain loans impacted by COVID-19. It also provides additional flexibility with respect to certain portfolio performance test levels. Until the earlier of (x) July 10, 2020 or (y) such time as the Effective Advance Rate has reached 66% (the “Amendment Period”), the Lenders are not obligated to make any loans to RAOD, RAOD is restricted from purchasing receivables from the Company and any cash remaining in the RAOD Facility is not permitted to be distributed to the Company. Following the Amendment Period, the applicable advance rate shall be reduced to 66%. The RAOD Amendment does not modify the commitment amount or interest rate of the RAOD Facility.
The foregoing description of the RAOD Amendment does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the RAOD Amendment, which is filed as Exhibit 10.1 to this report and incorporated herein by reference, and (ii) the RAOD Agreement, which was filed as Exhibit 10.20 to Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
ODAF II Waiver
On May 14, 2020, we obtained a temporary waiver ("ODAF II Waiver") for the OnDeck Asset Funding II, LLC ("ODAF II") debt facility (“ODAF II Facility”). Under the waiver, the lenders temporarily waived the occurrence and existence of reported borrowing base deficiencies and any failure to cure such deficiency amount, in each case, until the close of business on May 19, 2020. ODAF II entered into the waiver in contemplation of entering into a broader amendment to the ODAF II Facility to enable ODAF II to remain in compliance with performance and other criteria in light of increased delinquency and other portfolio dynamics that result from COVID-impacted loans. If such an amendment is not entered into or if the borrowing base deficiency is not otherwise cured, the borrowing base deficiency would constitute an event of default under the ODAF II Facility at close of business on May 19, 2020.
The foregoing description of the ODAF II Waiver does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the ODAF II Waiver, which is filed as Exhibit 10.2 to this report and incorporated herein by reference, and (ii) the agreement related to the ODAF II Facility, which was filed as Exhibit 10.30 to Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
ODART Waiver
On May 14, 2020, we obtained a temporary waiver (“ODART Waiver") for the OnDeck Account Receivables Trust 2013-1 LLC ("ODART") debt facility (“ODART Facility”). Under the waiver, the lenders temporarily waived the occurrence and existence of reported borrowing base deficiencies and any failure to cure such deficiency amount, in each case, until the close of business on May 20, 2020. ODART entered into the waiver in contemplation of entering into a broader amendment to the ODART Facility to enable ODART to remain in compliance with performance and other criteria in light of increased delinquency and other portfolio dynamics that result from COVID-impacted loans. If such an amendment is not entered into or if the borrowing base deficiency is not otherwise cured, the borrowing base deficiency would constitute an event of default under the ODART Facility at close of business on May 20, 2020.
The foregoing description of the ODART Waiver does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the ODART Waiver, which is filed as Exhibit 10.3 to this report and incorporated herein by reference, and (ii) the agreement related to the ODART Facility, which was filed as Exhibit 10.12 to Company’s Annual Report on Form 10-K for the year ended December 31, 2019.