Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2022, Exela Intermediate LLC (the "Company") and Exela Intermediate
Holdings, LLC ("Holdings"), subsidiaries of the registrant, entered into that
certain Revolving Loan Exchange and Prepayment Agreement (the "Exchange and
Prepayment Agreement") with and certain financial institutions (the "Revolving
Lenders") as revolving lenders under that certain First Lien Credit Agreement
dated as of July 12, 2017 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the "Credit Agreement";
the terms defined therein being used herein as therein defined) among Holdings,
the Company, as Borrower, the lenders party thereto from time to time and
Wilmington Savings Fund Society, FSB, as administrative agent and collateral
agent (in such capacity, the "Administrative Agent").
Pursuant to the Exchange and Prepayment Agreement, the Company and the Revolving
Lenders agreed to exchange any and all of the aggregate principal amount of the
revolving facility loans (including, for the avoidance of doubt, obligations in
respect of all letters of credit) outstanding under the Credit Agreement (the
"Revolving Loans") for (i) $50.0 million in cash and (ii) $50.0 million of the
Company's 11.500% First-Priority Senior Secured Notes due 2026 to be issued
pursuant to the Indenture dated as of December 9, 2021 between the Company and
Exela Finance Inc., as issuers, the subsidiary guarantors party thereto and U.S.
Bank National Association, as trustee, subject in each case to applicable
proration and other terms set forth in the Exchange and Prepayment Agreement
(such exchange, the "Exchange").
Upon the closing of the Exchange, all Revolving Loans (and respective revolving
facility commitments) shall be cancelled and the Company's obligation to pay any
amounts due under such Revolving Loans (including on their scheduled maturity
date, July 12, 2022) shall be terminated and any accrued and unpaid interest and
fees on such Revolving Loans shall be paid at closing.
The consummation of the Exchange is subject to customary closing conditions,
including that the closing shall occur no later than March 28, 2022.
The description of the Exchange and Prepayment Agreement is qualified in its
entirety by reference to the text of the document that will be filed with the
next periodic report of the Company.
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