Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 4 to Term Loan Credit Agreement
On
The Delayed Draw Loan, if funded, will bear interest, at Borrower's option and subject to the provisions of the Term Loan Credit Agreement, at Base Rate (as defined in the Term Loan Credit Agreement) or Eurodollar Rate (as defined in the Term Loan Credit Agreement) plus the Applicable Margin (as defined in the Term Loan Credit Agreement) for each such interest rate set forth in the Term Loan Credit Agreement.
The Term Loan Credit Agreement has both customary affirmative and negative covenants, including, without limitation, limitations on indebtedness, liens and investments. The Term Loan Credit Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Term Loan Credit Agreement and the related loan documents, each of the Loan Parties granted to Agent a continuing lien upon all of such Loan Parties' assets to secure the obligations of the Loan Parties under the Term Loan Credit Agreement.
Pursuant to the Amendment and a warrant acquisition agreement, dated as of
In addition, to the extent the Delayed Draw Loan is funded, the Company has
agreed to issue to the Lender warrants (the "Additional Warrants") to purchase
up to a number of shares of the Company's common stock, par value
The issuance of the Warrant, the potential issuance of the Additional Warrants and the potential issuance of the common stock issuable upon exercise of the Warrant and Additional Warrants, respectively, will be made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act, because the offer and sale of such securities do not involve a "public offering" as defined in Section 4(a)(2) of the Securities Act.
The foregoing descriptions of Amendment No. 4 to Credit Agreement, the Warrant
Acquisition Agreement, the Warrant and the Additional Warrants do not purport to
be complete and are qualified in their entirety by reference to Amendment No. 4
to Credit Agreement, the Warrant Acquisition Agreement and the form of Warrant
to be filed as exhibits to the Company's annual report on Form 10-K for the
fiscal year ending
Registration Rights Agreement
In connection with the issuance of the Warrant, the Company and the Lender
entered into a registration rights agreement (the "Registration Rights
Agreement") on
In certain circumstances, and as described in the Registration Rights Agreement, the Lender will have (i) piggyback registration rights with respect to the Registrable Shares and (ii) the right to request that the Company initiate an Underwritten Offering (as defined in the Registration Rights Agreement) of Registrable Shares.
The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified by reference to the full text of the form of
Registration Rights Agreement to be filed as an exhibit to the Company's annual
report on Form 10-K for the fiscal year ending
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit 99.1 Press release ofFreightCar America, Inc. , datedJanuary 6, 2022 . Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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