Item 1.01 Entry into a Material Definitive Agreement.

On November 21, 2019, Orion Energy Systems, Inc. (the "Company") and certain of its subsidiaries entered into an amendment (the "Third Amendment") to the Company's existing Business Financing Agreement, dated as of October 26, 2018 (the "Existing Credit Agreement"), by and among the Company, the subsidiary borrowers party thereto and Western Alliance Bank (the "Lender").

The Third Amendment amended the Existing Credit Agreement to, among other things:





  •   Extend the maturity date from October 26, 2020 to October 26, 2021;




     •    Increase the sublimit under the Existing Credit Agreement for advances
          under business credit cards from $150,000 to $300,000;




     •    Create a new $2,000,000 sublimit permitting entry into foreign currency
          forward contracts with the Lender;




     •    Expand the Company's ability to make capital expenditures and incur other
          debt from time to time; and




     •    Permit the Lender to amend the financial covenant included in the
          Existing Credit Agreement (which requires the maintenance of a certain
          amount of unrestricted cash on deposit with the Lender at the end of each
          month) upon receipt of the Company's annual projections.

The foregoing is a summary of the Third Amendment and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01(d) Financial Statements and Exhibits.

Exhibit 10.1 Amendment No. 3 to Business Financing Agreement dated as of November 21, 2019 among Orion Energy Systems, Inc., Western Alliance Bank, as lender, and the subsidiary borrowers party thereto.





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