Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2019, Woodward, Inc. (the "Company") entered into that certain
Amended and Restated Credit Agreement (the "Amended and Restated Credit
Agreement"), by and among the Company, certain foreign subsidiary borrowers of
the Company from time to time parties thereto, the institutions from time to
time parties thereto, as lenders, Wells Fargo Bank, National Association, as
administrative agent, JPMorgan Chase Bank, N.A. and U.S. Bank National
Association, as co-syndication agents, Bank of America, N.A., MUFG Bank, Ltd.Branch Banking and Trust Company, as co-documentation agents, and Wells Fargo
Securities, LLC, JPMorgan Chase Bank, N.A. and U.S. Bank National Association,
as joint lead arrangers and book runners, which amends and restates the Credit
Agreement dated as of July 10, 2013 (as amended by Amendment No. 1 to Credit
Agreement dated as of April 28, 2015). Effective as of June 19, 2019, the
Amended and Restated Credit Agreement, among other things, continues the
commitments of the lenders thereunder to make revolving loans in an aggregate
principal amount of up to $1,000,000,000, extends the termination date of the
revolving loan commitments of all the lenders from April 28, 2020 to June 19,
2024 and, subject to conforming changes to the Company's existing note purchase
agreements, modifies the definition of "EBITDA" and the minimum consolidated net
Amounts outstanding under the Amended and Restated Credit Agreement generally
bear interest at LIBOR (or, for loans denominated in Canadian dollars, CDOR)
plus 0.875% to 1.75%, which is due quarterly in arrears. The Amended and
Restated Credit Agreement contains customary representations and warranties,
affirmative and negative covenants, including financial covenants regarding
maximum leverage ratio and minimum consolidated net worth, and events of
default. The Amended and Restated Credit Agreement also includes customary
conditions precedent to the making of advances and the issuance of letters of
credit. Upon the occurrence of a Default (as defined in the Amended and Restated
Credit Agreement,), all amounts outstanding under the Amended and Restated
Credit Agreement, including principal, accrued interest, and any other fees may,
and in the case of certain bankruptcy-related Defaults will, be accelerated and
become immediately due and payable.
The Company has other relationships, including financial advisory and banking,
with some parties to the Amended and Restated Credit Agreement.
The Amended and Restated Credit Amendment will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The
foregoing description of the Amended and Restated Credit Agreement is qualified
in its entirety by reference to the full text of such agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided in Item 1.01 of this Current Report on Form 8-K
regarding the Amended and Restated Credit Agreement is hereby incorporated by
reference into this Item 2.03.
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