Item 1.01. Entry into a Material Definitive Agreement.
On
At the Company's election, the Term Loan will bear interest at either (i) Term SOFR (as defined in the Term Loan Credit Agreement) plus an applicable margin, (ii) the Adjusted Daily SOFR Rate (as defined in the Term Loan Credit Agreement) plus an applicable margin or (iii) a Base Rate (as defined in the Term Loan Credit Agreement) plus an applicable margin. The applicable margin is based on the Company's debt rating. Commencing on the closing date of the Term Loan Credit Agreement and at all times thereafter until the funding of the Term Loan, commitment fees determined according to the Company's debt ratings are payable quarterly on the aggregate unused commitments.
The Term Loan Credit Agreement contains customary representations, warranties, affirmative and negative covenants, events of default and indemnification provisions in favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens, certain merger transactions and other matters, all subject to certain exceptions.
The Term Loan Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the termination of the Term Loan Credit Agreement and acceleration of repayment obligations with respect to any outstanding principal amounts.
In the ordinary course of their respective businesses, one or more of the lenders under the Term Loan Credit Agreement, or their affiliates, have or may have various relationships with the Company and the Company's subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will receive, customary fees and expenses. In addition, the Company and the Company's subsidiaries may have entered into or may in the future enter into in certain engagements with one or more of such lenders or their affiliates relating to specific endeavors.
The description of the Term Loan Credit Agreement provided above does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Term Loan Credit Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K, which is incorporated herein by reference. The
description of the Merger Agreement referenced above does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Exhibit Description 10.1 Term Loan Credit Agreement, dated as ofJanuary 19, 2023 , among the Company,Bank of America, N.A ., as administrative agent, and the other lenders party thereto. 104 Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
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