Item 1.01 - Amendments to Material Definitive Agreements
The Credit Facility and the Term Loan Agreement
As previously reported, as an additional liquidity measure, on
Amendments to The Credit Facility and the Term Loan Agreement
To reflect the higher cash balance to enhance liquidity due to, and the expected negative impact on operating results of, the COVID-19 pandemic, onApril 30, 2020 the Company amended the Credit Facility and the Term Loan Agreement (the "Agreements"), including to: •change the maximum debt covenant (the "Leverage Ratio") •from 3.50 to 1.00 of "Debt" (as defined in the Agreements) to EBITDA (as defined in the Agreements) for any four consecutive quarters (or 4.00 to 1.00 for four consecutive quarters after an acquisition of at least$300,000,000 ) •to "Net Debt" (all "Debt" less cash and cash equivalents "escrowed for the purpose of repayment of debt" and "cash and cash equivalents in excess of$200,000,000 ") to EBITDA for any four consecutive quarters of ?4.00 to 1.00 for second, third, and fourth quarters 2020, ?4.25 to 1.00 for first quarter 2021, ?4.00 to 1.00 for second quarter 2021, and ?3.50 to 1.00 beginning third quarter 2021 •or, after second quarter 2021, 4.00 to 1.00 for four consecutive quarters after an acquisition of at least$300,000,000 and then 3.50 to 1.00 thereafter; and •add a new restrictive covenant that prohibits stock buybacks fromApril 30, 2020 throughJune 30, 2021 at any time that the Leverage Ratio exceeds 3.50 to 1.00.
The foregoing description of the amended terms of the Agreements is qualified in its entirety by reference to the full text of Amendment No. 1 to the Credit Facility filed as Exhibit 10.01 to this Current Report on Form 8-K and of Amendment No. 1 to the Term Loan Agreement filed as Exhibit 10.02 to this Current Report on Form 8-K and incorporated herein by this reference.
Item 9.01 (d) Exhibits
The following exhibits are filed pursuant to Item 9.01(d):
10.01 Amendment No. 1 dated as of
10.02 Amendment No. 1 dated as of Apri l 30, 2020 to the 364-Day Term Loan Credit Agreement
104 Cover Page Interactive Data File
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Eastman Chemical Company By: /s/Donny Chia Donny Chia Vice President, Treasurer & Head of Corporate Development Date:May 6, 2020
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