Item 1.01 Conclusion of a Material Definitive Agreement.
(collectively, the “Company”) has entered into an Addendum to the Revolving Credit Agreement (the “Amended Credit Agreement”), which amends the Revolving Credit Agreement (the “Credit Agreement” dated
Maturity: The Amended Credit Agreement shall expire and the obligations hereunder will terminate on
Principal Payments: No outstanding principal payments are due before the due date of the amended credit agreement.
Letters of Credit: The Amended Credit Agreement may be used by the Company for standby letters of credit provided, however, that (A) the total amount of outstanding letter of credit liabilities cannot at any time exceed
Interest rate and fees: loans will bear interest on the outstanding principal amount thereof from the date of their granting until payment at the SOFR simple daily rate plus the applicable margin rate of seventy-six hundredths of one percent (0.76%). In the event that the Daily Simple SOFR Rate is lower than the Benchmark Floor, the Daily Simple SOFR Rate becomes the Benchmark Floor. The Benchmark Floor is an interest rate equal to zero percent (0.00%). If the SOFR Simple Daily Rate cannot be determined or becomes illegal, the loan will bear interest at the prime rate.
During the existence of any event of default, at the option of the Lender, the loans will bear interest at a rate equal to the sum of two percent (2%) per annum plus the prevailing rate identified above.
The Company will pay the Lender quarterly in arrears on each quarterly payment date, at any time there will be a reduction in the amount of the Commitment and on the due date, an unused non-refundable commission (the “Non-refundable Commission”). -Used ”) (calculated on the basis of a year of 365 days and the days actually elapsed) equal to the product of the Unused
The Company will pay the Lender a term commission on the first quarterly payment date occurring after the date of issue of the first letter of credit and on each quarterly payment date thereafter until the expiration or termination date. termination of all letters of credit, calculated by reference to the product of the actual daily unused nominal amount of all letters of credit issued multiplied by an annual rate equal to one-half percent (0.50%) on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day). The Company will also pay the Lender all issuance and other customary charges for issuing and processing letters of credit and for amending and processing letters of credit.
Voluntary Reductions and Prepayments: Subject to certain conditions and restrictions, the Amended Credit Agreement allows the Company to voluntarily reduce the amount of the revolving obligation and to prepay the loans.
Mandatory Prepayments: If at any time the outstanding principal balance of the Company under the Amended Credit Agreement exceeds the Commitment, the Company will be required to prepay and reduce the outstanding principal balance by the amount of such excess. .
Restrictive Covenants: The amended credit agreement contains positive and negative restrictive covenants which, among other things, limit or restrict the Company’s ability to: incur debt; create privileges; make investments and acquisitions; carry out certain transactions with affiliated companies; consolidate or merge; sell, rent, give up or otherwise transfer or dispose of assets; enter into a management agreement or undergo a change of control; violate environmental laws; and change the nature of the Company’s business.
In addition, the Company is required to maintain a minimum EBITDA of at least
Events of Default: The amended credit agreement contains customary events of default such as non-payment of obligations under the amended credit agreement, violation of positive and negative covenants, material misstatement of statements, cross defaults for other significant debts, bankruptcy, ERISA and misjudgment, invalidity of credit documents (or the Company’s assertion of such validity) and change of control.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set out in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
10.1 Second Amendment to the Renewable Credit Agreement dated and in force
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