ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
A copy of the 2021 Credit Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the 2021 Credit Agreement in this report is a summary and is qualified in its entirety by the terms of the 2021 Credit Agreement attached hereto.
The 2021 Credit Agreement provides that the Company has the right at any time to
request increased revolving commitments in an aggregate amount of up to
Borrowings under the Revolving Facility bear interest at a rate equal to an
applicable interest rate margin plus, at the Company's option, either (a) LIBOR
or (b) a base rate (which is the highest of (i) Citibank's publicly announced
"base rate", (ii) the federal funds rate plus 0.5% and (iii) the LIBOR rate for
an interest period of one month, (but in no event less than 0%) plus 1.00%). The
2021 Credit Agreement includes customary LIBOR replacement provisions. The
Company is also required to pay a facility fee to the lenders under the
Revolving Facility for any used and unused commitments and customary fees on
letters of credit issued under the Revolving Facility. As of
The Company may voluntarily repay outstanding loans under the 2021 Credit Agreement at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans.
The 2021 Credit Agreement contains a number of customary affirmative and
negative covenants that, among other things, restrict, subject to certain
exceptions, the Company's and its subsidiaries' ability to: incur additional
liens; sell all or substantially all of the Company's assets; consummate certain
fundamental changes or change the Company's lines of business; and incur
additional subsidiary indebtedness. The 2021 Credit Agreement also contains
financial covenants that require the maintenance of a minimum fixed charge
coverage ratio and a maximum leverage ratio, as well as customary events of
default, the occurrence of which could result in amounts borrowed under the
Revolving Facility becoming due and payable and remaining commitments terminated
prior to its
Certain lenders under the 2021 Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to the Company and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On
Certain lenders under the 2019 Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to the Company and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.
In addition, in connection with the entry into the 2021 Credit Agreement
described above, on
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. N/A
(b) Pro forma financial information. N/A
(c) Shell company transactions. N/A
(d) Exhibits. See Exhibit Index to this report. 2
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