Item 1.01 Entry into a Material Definitive Agreement.
On
The loans bear interest, at the Company's option, at the base rate plus 0.75% or
the SOFR rate plus 3.50%. In addition to customary fees for a credit facility of
this size and type, the A&R Credit Agreement provides for payment of a
commitment fee calculated with respect to the unused portion of the commitment,
and ranges from 0.15% per annum to 0.50% per annum depending on usage. The A&R
Credit Agreement contains certain prepayment penalties if it is terminated on or
before the first and second anniversary dates, subject to certain exceptions.
The loans mature on
The A&R Credit Agreement, similar to the Existing Credit Agreement, contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, enter into certain transactions with affiliates, make restricted payments, and enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. The A&R Credit Agreement, similar to the Existing Credit Agreement, includes financial maintenance covenants, which require the Company to maintain compliance with a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio, each determined in accordance with the terms of the A&R Credit Agreement. The A&R Credit Agreement also contains environmental, social, and governance provisions allowing amendment of the A&R Credit Agreement to reflect subsequently agreed upon key performance indicators with respect to sustainability targets, achievement of which would result in adjustments to the commitment fee and applicable margins.
The foregoing description of the A&R Credit Agreement does not purport to be
complete and is subject to and qualified in its entirety by reference to the A&R
Credit Agreement that will be filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ending
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 above is incorporated herein by reference.
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