Item 1.01 Entry into a Material Definitive Agreement.
On
The Amended Revolving Credit Agreement provides additional flexibility to the
Company and the Borrower by (i) increasing the maximum leverage ratio from 2.50
to 1.00 to 2.75 to 1.00 as of the Amendment No. 4 Effective Date (which maximum
leverage ratio had been temporarily increased to 3.00 to 1.00 prior to the
Amendment No. 4 Effective Date), (ii) decreasing the minimum interest expense
coverage ratio from 5.00 to 1.00 to 4.00 to 1.00 as of the Amendment No. 4
Effective Date, (iii) amending the definition of Total Indebtedness (as defined
in the Amended Revolving Credit Agreement) to permit the Company to exclude the
principal amount of new senior notes issued, if any, during 2021 from
indebtedness for purposes of the calculation of the leverage ratio and
consolidated net leverage ratio in fiscal year 2021 (subject to adjustments
based on pension obligations funded) and (iv) ending temporary restrictions on
the Company's ability to make certain restricted payments or incur incremental
loans under the Amended Revolving Credit Agreement. The Amended Revolving Credit
Agreement also (i) provides additional debt capacity to permit the Company to
issue up to
Under the terms of the Amended Revolving Credit Agreement, the Borrower paid to the Administrative Agent, for the benefit of each lender which timely entered into the Amendment, an amount equal to 0.05% of the amount of such lender's commitment under the Original Revolving Credit Agreement immediately prior to the effectiveness of the Amendment.
The Amended Revolving Credit Agreement contains customary affirmative covenants, negative covenants, and events of default substantially comparable to the Original Revolving Credit Agreement (other than those that are described above and other minor changes). The obligations of the Company or its subsidiaries under the Amended Revolving Credit Agreement, and all other obligations under the Amended Revolving Credit Agreement, are guaranteed and secured in the same manner as the Original Revolving Credit Agreement. The representations, warranties and covenants contained in the Amended Revolving Credit Agreement were made only for purposes of that agreement and as of specific dates and were solely for the benefit of the parties to the Amended Revolving Credit Agreement.
The aggregate amount of commitments under the Amended Revolving Credit Agreement
remains at
The foregoing description of the Amended Revolving Credit Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In the ordinary course of their respective businesses, the lenders and letter of credit issuers under the Amended Revolving Credit Agreement, or their affiliates, have performed, and may in the future perform, commercial banking, investment banking, trust, advisory or other financial services for the Company and its affiliates for which they have received, and will receive, customary fees and expenses.
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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 under "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit number Description 10.1 Amendment No. 4 dated as ofMarch 4, 2021 to the Revolving Credit Agreement dated as ofSeptember 16, 2016 , as amended as ofOctober 26, 2016 , as amended and restated as ofNovember 14, 2017 and as amended and restated as ofNovember 21, 2018 , as amended as ofAugust 16, 2019 , as amended as ofApril 21, 2020 and as amended as ofJune 24, 2020 , amongAlcoa Corporation ,Alcoa Nederland Holding B.V ., the lenders and issuers from time to time party thereto, andJPMorgan Chase Bank, N.A ., as administrative agent for the lenders and issuers 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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