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GuestLogix Extends Forbearance Agreements
December 24, 2015
GuestLogix Inc. ("GuestLogix" or the "Company"), the leading global provider of ancillary-focused merchandising, payment and business intelligence technology to airlines and the passenger travel industry, announced that it has reached agreements (the "Forbearance Agreements") with its senior lender and its subordinated lenders (collectively, the "Lenders") in respect of its US$7.5 million senior revolving credit facility and its CDN$9 million subordinated term credit facility (collectively, the "Credit Facilities") to extend the previously announced forbearance agreements entered into on December 1, 2015 as a result of the previously disclosed breach by the Company of its EBITDA covenant with the Lenders. Under the Forbearance Agreements, among other things: (i) the Lenders agree to forbear from taking any steps to demand repayment of the amounts owing under the Credit Facilities until December 31, 2015; (ii) the Company agrees not to make any payments of interest on the Company's 7.00% extendible convertible unsecured subordinated debentures (the "Convertible Debentures") or payments under the share purchase agreement dated December 2, 2014 pursuant to which the Company purchased the shares of OpenJaw Technologies Limited; and (iii) the Company agrees to replace the warrants to purchase an aggregate of 2,400,000 common shares of the Company ("Common Shares") previously issued to its Subordinated Lenders in connection with the original subordinated term credit facility in order to change the exercise price per share from $0.29 to $0.129 (being greater than the 5-day volume-weighted average price of the Common Shares preceding the date of execution of the Forbearance Agreement). The replacement warrants shall be
issued on January 11, 2016, being the tenth business day following this announcement. All other terms of the warrants remain unchanged. The 2,400,000 Common Shares issuable upon exercise of the warrants would represent 1.75% of the total issued and outstanding Common Shares. The Company is at arm's length with the Lenders.
As a result of the Forbearance Agreements and pursuant to the terms of the trust indenture governing the Convertible Debentures, the Company is not permitted and will not be making the cash interest payment (of approximately CDN$700,000) due on December 31, 2015 in respect of the Debentures.