Item 1.01 Entry into a Material Definitive Agreement.
On
The Credit Agreement provides for the extension of revolving loans in an
aggregate principal amount not to exceed
Loans borrowed under the Credit Agreement bear interest, in the case of LIBOR
loans, at a per annum rate equal to the applicable LIBOR (which rate shall not
be less than zero), plus a margin ranging from 1.25% to 1.75%, based on the
Company's Total Leverage Ratio (as defined in the Credit Agreement). Loans
borrowed under the Credit Agreement that are not LIBOR loans bear interest at a
per annum rate (which rate shall not be less than zero) equal to (i) the
greatest of (A) the Federal Funds Rate plus 0.50%, (B) the one month LIBOR plus
1.00% per annum, and (C) the rate of interest announced, from time to time, by
The Company will pay certain recurring fees with respect to the credit facility, including administration fees to the administrative agent.
Subject to certain exceptions, including in certain circumstances, reinvestment rights, the loans extended under the Credit Agreement are subject to customary mandatory prepayment provisions with respect to: the net proceeds from certain asset sales; the net proceeds from certain issuances or incurrences of debt (other than debt permitted to be incurred under the terms of the Credit Agreement); the net proceeds from certain issuances of equity securities; and net proceeds of certain insurance recoveries and condemnation events.
The Credit Agreement contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the ability (subject to various exceptions) of ARC and its subsidiaries to: incur additional indebtedness (including guarantee obligations); incur liens; sell certain property or assets; engage in mergers or other fundamental changes; consummate acquisitions; make investments; make certain distributions or repurchase equity interest of ARC or its subsidiaries; change the nature of their business; prepay or amend certain indebtedness; engage in certain transactions with affiliates; amend their organizational documents; or enter into certain restrictive agreements. In addition, the Credit Agreement contains financial covenants which require the Company to maintain (i) at all times, a Total Leverage Ratio in an amount not to exceed 2.75 to 1.00; and (ii) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement), as of the last day of each fiscal quarter, in an amount not less than 1.15 to 1.00.
The Credit Agreement contains customary events of default, including with respect to: nonpayment of principal, interest, fees or other amounts; failure to perform or observe covenants; material inaccuracy of a representation or warranty when made; cross-default to other material indebtedness; bankruptcy, insolvency and dissolution events; inability to pay debts; monetary judgment defaults; actual or asserted invalidity or impairment of any definitive loan documentation, repudiation of guaranties or subordination terms; certain ERISA related events; or a change of control of ARC.
The obligations of the Company under the Credit Agreement are guaranteed by ARC
and each other
A copy of the Credit Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The above description of the Credit Agreement contained herein is qualified in its entirety by the full text of such exhibit.
Item 1.02 Termination of a Material Definitive Agreement.
Concurrently with the Company's entry into the Credit Agreement described in Item 1.01 above, the Company paid in full and terminated the 2014 Credit Agreement.
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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 in Item 1.01 above is incorporated by reference herein.
Item 8.01 Other Events.
On
The information included herein and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Credit Agreement, dated
99.1 Press Release issued by
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