Item 1.01 Entry into a Material Definitive Agreement.
364-Day Credit Agreement
On
The 364-Day Credit Agreement contains customary representations, warranties and affirmative covenants. The 364-Day Credit Agreement also contains customary negative covenants, subject to negotiated exceptions on (i) liens, (ii) indebtedness, (iii) significant corporate changes, including mergers, (iv) dispositions and (v) certain restrictive agreements. The 364-Day Credit Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company's business.
The above description of the 364-Day Credit Agreement is not complete and is qualified in its entirety by the actual terms of the 364-Day Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Second Amendment to Revolving Credit Facility
On
The above description of the Second Amendment is not complete and is qualified in its entirety by the actual terms of the Second Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit 10.1 Credit Agreement, dated as ofApril 17, 2020 , among the Company, the several lenders parties thereto,JPMorgan Chase Bank, N.A ., as administrative agent, joint lead arranger and joint bookrunner, andU.S. Bank National Association , as joint lead arranger and joint bookrunner Exhibit 10.2 Second Amendment, dated as ofApril 17, 2020 , among the Company, the several lenders parties thereto, andJPMorgan Chase Bank, N.A ., as administrative agent Exhibit 99.1 Press Release datedApril 20, 2020 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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