Item 1.01 Entry into a Material Definitive Agreement.
Silicon Valley Bank Revolving Credit Facility
On
Borrowings under the Credit Facility bear interest at a floating rate per annum
equal to the greater of (i) 6.25% and (ii) the prime rate plus the prime rate
margin; provided, that during the periods when the borrowers have maintained
liquidity (as described below) of at least
At the Company's option, the Company may at any time prepay the outstanding principal balance of the Credit Facility in whole or in part, without penalty or premium. Interest on the principal amount of borrowings under the Credit Facility is payable in arrears on a monthly basis on the last calendar day of each month, on the date of any prepayment of the Credit Facility and on the Maturity Date.
The Company is required to maintain compliance at all times with a liquidity
covenant requiring the Company to maintain liquidity of not less than
The Loan Agreement contains customary representations and warranties and includes affirmative and negative covenants applicable to the borrowers thereto and their respective subsidiaries. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental compliance, deliver certain financial reports and maintain insurance coverage. The negative covenants include, among others, restrictions on indebtedness, liens, investments, mergers, dispositions, pledges of the Company's assets of intellectual property to other parties, prepayment of other indebtedness and dividends and other distributions.
The Loan Agreement also includes customary events of default, including, among other things, non-payment defaults, covenant defaults, material inaccuracy of representations and warranties, cross-default to other material indebtedness, certain bankruptcy and insolvency events, certain undischarged judgments, material invalidity of guarantees or grant of security interest, material adverse change, and change of control, in certain cases subject to certain thresholds and grace periods. The occurrence of an event of default could result in the acceleration of the obligations under the Loan Agreement of the Company or other borrowers.
The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by the full text of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Amendment to Lafayette Square Term Loan and Security Agreement
On
The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.2 and 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 disclosures set forth under the caption "Silicon Valley Bank Revolving Credit Facility" in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.
© Edgar Online, source