Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Credit Agreement
On
The Credit Agreement is a five-year revolving credit facility, with two 1-year
extension options (subject to lender approval). The Credit Agreement includes:
(a) a revolving credit loan facility of up to
Generally, amounts outstanding under the Credit Agreement bear interest at interest rates based on either the LIBOR rate (selected by the Company for designated interest periods) or the alternative Base Rate (the highest of (1) the Prime Rate, (2) the Federal Funds Rate plus 1.0%, and (3) the Adjusted Daily LIBOR Rate in effect and reset each LIBOR Business Day plus 2.00%), plus, in each case, a margin based on our Net Leverage Ratio. We are required to pay certain fees in connection with the Credit Agreement. For example, we must pay commitment fees on a quarterly basis with respect to the unutilized portion of the commitments under the Credit Agreement. Additionally, we are required to pay certain fees to the Administrative Agent for administrative services. The pricing under the Credit Agreement is more favorable than under the Existing Credit Agreement.
Except as noted above, the Credit Agreement is substantially similar to the Existing Credit Agreement. The Credit Agreement contains customary representations and warranties, covenants, and events of default. Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of an event of default. The proceeds of any Loans under the Credit Agreement are expected to be used for working capital and for general corporate purposes.
The representations, warranties and covenants contained in the Credit Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement. The above description is qualified in its entirety by reference to the Credit Agreement which is filed with this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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 is incorporated by reference into this Item 2.03 with respect to the terms of, and the financial obligations created by, the Credit Agreement.
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Item 9.01 Financial Statements and Exhibits. d) Exhibits Exhibit Number Description 10.1* Fourth Amended and Restated Credit Agreement dated December 30 , 2021 amongCerner Corporation , U.S. Bank National Association, Bank of America, N.A., PNC Bank, National Association, PNC Capital Markets LLC and Commerce Bank N.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules and exhibits to the Fourth Amended and Restated Credit
Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy
of any omitted schedule and/or exhibit will be furnished to the
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