Item 1.01. Entry into a Material Definitive Agreement.
On October 21, 2021, EPAM Systems, Inc. ("EPAM"), along with certain of its
domestic subsidiaries acting as guarantors, entered into an amended and restated
credit agreement (the "2021 Credit Agreement") with a syndicate of lenders
providing a revolving credit facility (the "2021 Revolving Facility"). PNC Bank,
National Association serves as administrative agent, swingline loan lender and
issuing lender.
The 2021 Revolving Facility provides for a five-year $700 million revolving
credit facility, with potential to increase further the credit facility to up to
$1 billion if lenders agree to increase their commitments and EPAM satisfies
certain conditions. The 2021 Revolving Facility allows for borrowings by EPAM,
which are unsecured and guaranteed by EPAM's direct or indirect material
wholly-owned domestic subsidiaries, and in general, bear interest at either a
LIBOR rate (or an alternate benchmark index) or a base rate, plus a margin based
on EPAM's leverage ratio. Borrowings under the 2021 Revolving Facility may be
denominated in United States Dollars or, up to a maximum of $150 million, in
British Pounds Sterling, Canadian Dollars, Euros or Swiss Francs (or other
currencies as may be approved by the lenders).
The 2021 Credit Agreement contains customary covenants, representations,
warranties and events of default. Among the events of default are failure to
make payments of principal or interest due under the 2021 Revolving Facility;
breaches of warranties or covenants, final judgments in excess of certain
threshold amounts; insolvency; and a change of control of EPAM (subject, in some
cases, to a grace period). Upon the occurrence of an event of default, the
lenders may declare all loans due and payable and cease making further loans.
The 2021 Credit Agreement includes several business and financial covenants. It
restricts the incurrence of additional indebtedness by the loan parties and
certain of their subsidiaries subject to certain exceptions including, among
other things, specified indebtedness existing upon entry into the 2021 Credit
Agreement and certain refinancing of that indebtedness, ordinary course letters
of credit, certain intercompany indebtedness, secured indebtedness subject to
certain maximum thresholds, and unsecured indebtedness. The 2021 Credit
Agreement contains restrictions, generally subject to maximum thresholds on
guarantees, disposition of assets, investments in other entities, and mergers
with and acquisitions of other entities. In general, and subject to certain
limitations, acquisitions of other businesses are permitted provided that the
loan parties' leverage ratio does not exceed 3.50 to 1.00 (which may be
increased to 4.00 to 1.00 under certain circumstances), and they are otherwise
in compliance with the covenants contained in the 2021 Credit Agreement.
The foregoing description of the 2021 Credit Agreement does not purport to be a
complete description of the parties' rights and obligations under the 2021
Credit Agreement and the other documents and transactions contemplated by the
2021 Credit Agreement. As such, the foregoing description is qualified in its
entirety by reference to the complete text of the 2021 Credit Agreement, a copy
of which is filed as an exhibit to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.02.
Effective October 21, 2021, the 2021 Revolving Facility and 2021 Credit
Agreement replace the 2017 credit facility and credit agreement entered into on
May 24, 2017 between EPAM and certain of its subsidiaries, and PNC Bank,
National Association, and certain other lenders, and all documents related to
such credit agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1   Amended and Restated Credit Agreement dated as of October 21, 2021.
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline
XBRL.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses