ACCURAY INCORPORATED (NASDAQ:ARAY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive
Agreement.

On June14, 2017, Accuray Incorporated (the Company) entered into
a credit and security agreement (the Credit Agreement) by and
among the Company, as borrower, TomoTherapy Incorporated, a
direct, wholly-owned subsidiary of the Company, as borrower
(TomoTherapy, and together with the Company, the Borrowers), any
additional borrower that may be added thereto, MidCap Financial
Trust (MidCap), individually as a lender and as agent (Agent),
and the other lenders from time to time parties thereto (together
with MidCap as a lender, the Lenders). The Credit Agreement
provides for a revolving credit facility in the initial amount of
$52 million, which the Company may request be increased by up to
$33 million to a new total of $85 million through additional
tranches, each with a $1 million minimum (the Facility). Neither
Agent nor the Lenders have any obligation to consent to
activation of an additional tranche. Availability for borrowings
under the Facility is subject to a borrowing base that is
calculated as a function of the value of the Borrowers eligible
accounts receivable and eligible inventory, and the Borrowers are
required to maintain a minimum drawn balance of at least 30% of
such availability.

The Facilitys stated maturity date is June14, 2021, but the
Facility may mature earlier than the stated maturity date if
certain conditions set forth in the Credit Agreement are not met,
including conditions related to the Companys two series of
convertible notes maturing February1, 2018.

The Borrowers obligations under the Credit Agreement are secured
by first-priority liens on substantially all the assets of the
Borrowers, subject to certain exceptions.

Interest on the borrowings under the Facility is payable monthly
in arrears at an annual interest rate of reserve-adjusted, 90-day
LIBOR (subject to a 1.00% floor) plus 4.50%. The Credit Agreement
requires the Borrowers to pay Agent a collateral management fee
of 0.10% per month on the outstanding balance of the Facility.
The Credit Agreement also requires the Borrowers to pay the
Lenders an unused line fee equal to 0.5% per annum of the average
unused portion of the Facility. If all or a portion of the
Lenders funding obligations under the Credit Agreement terminate
for any reason other than as a result of a refinancing of 50% of
the loans made under the Facility by Agent and the Lenders, then
the Company will be required to pay a fee equal to 3% of the
commitment amount terminated if such termination occurs within
the first year, 2% of the commitment amount terminated if such
termination occurs within the second year, and 1% of the
commitment amount terminated if such termination occurs after the
second year.

The Credit Agreement contains restrictions and covenants
applicable to the Company and its subsidiaries. Among other
requirements, the Company may not permit the Fixed Charge
Coverage Ratio (as defined in the Credit Agreement) to be less
than a certain specified ratio for each fiscal quarter during the
term of the Facility.

The Credit Agreement also contains customary covenants that
limit, among other things, the ability of the Company and its
subsidiaries to (i)incur indebtedness, (ii)incur liens on their
property, (iii)pay dividends or make other distributions,
(iv)sell their assets, (v)make certain loans or investments,
(vi)merge or consolidate, (vii)voluntarily repay or prepay
certain indebtedness and (viii)enter into transactions with
affiliates, in each case subject to certain exceptions. The
Credit Agreement contains customary representations and
warranties and events of default.

The foregoing summary of the terms of the Credit Agreement does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Credit Agreement, a copy of
which will be filed as an exhibit to the Companys Annual Report
on Form10-K for the year ended June30, 2017.

Item 1.02 Termination of a Material
Definitive Agreement.

On June14, 2017, the Company borrowed $52 million under the
Facility and used the proceeds of such loan, together with
available cash from the Company, to repay in full the remaining
balance under the Financing Agreement dated as of January11, 2016
(as amended or otherwise modified, the Financing Agreement), by
and among the Company, as co-borrower, TomoTherapy, as
co-borrower, Morphormics,Inc., a direct, wholly-owned subsidiary
of the Company, as guarantor, the lenders party thereto and
Cerberus Business Finance, LLC, as collateral agent and
administrative agent. The Financing Agreement was terminated on
June14, 2017. The material terms of the Financing Agreement have
been previously reported on the Companys Current Reports on
Form8-K filed with the Securities and Exchange Commission on
January12, 2016, November4, 2016, and March10, 2017. The
information set forth in Item 1.01 of this Current Report on
Form8-K is hereby incorporated by reference.

About ACCURAY INCORPORATED (NASDAQ:ARAY)

Accuray Incorporated is a radiation oncology company. The Company develops, manufactures and markets medical devices used in radiation therapy for the treatment of cancer patients. Its products include the CyberKnife Systems, the TomoTherapy Systems, and the Radixact Delivery Treatment Platform. Its technologies, the CyberKnife and TomoTherapy Systems, are designed to deliver treatments, including stereotactic radiosurgery (SRS), stereotactic body radiation therapy (SBRT), intensity modulated radiation therapy (IMRT), image guided radiation therapy (IGRT) and adaptive radiation therapy. The CyberKnife Systems are robotic systems that are used to treat various types of cancer and tumors throughout the body. The CyberKnife Systems track, detect and correct for tumor and patient movement in real-time during the procedure. The TomoTherapy Systems include the TomoTherapy H Series with configuration options of TomoH, TomoHD and TomoHDA.