Item 1.01. Entry into a Material Definitive Agreement.
Effective as of September 21, 2021, the Company entered into a Second Amendment
to Amended and Restated Credit Agreement (the "Amendment"), which amended the
Amended and Restated Credit Agreement between the Company and First Internet
Bank of Indiana (the "Lender"), as amended (the "Credit Agreement"). Pursuant
to the Amendment, the Lender consented to the incurrence by the Company of up to
$150,000,000 of indebtedness pursuant to an indenture to be entered into among
the Company, BAS Evansville, Inc. ("BAS Evansville"), as guarantor, and U.S.
Bank National Association, as trustee (the "Indenture"), and to the guarantee of
such indebtedness by BAS Evansville, provided that $18,000,000 of the proceeds
of the issuance of notes under the Indenture is deposited in an account with the
Lender and that all remaining proceeds of such issuance must be used solely for
the purpose of financing the Envigo Acquisition. In addition, the Amendment
amended the Credit Agreement to (i) add the notes issued under the Indenture as
permitted indebtedness, (ii) exclude Subordinated Debt (as defined in the Credit
Agreement) and, through the earlier of (a) a certain determination that the
Envigo Acquisition shall not be consummated or (b) March 31, 2022, the
indebtedness incurred pursuant to the Indenture from the calculation of the
Senior Funded Debt to Adjusted EBITDA Ratio (as defined in the Amendment) and
modified the financial ratio covenants to provide for the treatment of operating
leases as operating leases (and not capital leases) in the calculation thereof,
regardless of the requirements of FASB ASC 842 or other GAAP changes. The
Amendment includes an agreement by the Company to repay all of its obligations
under the Indenture within 90 days following the earlier of (a) a certain
determination that the Envigo Acquisition shall not be consummated or (b) March
31, 2022.
The description of the Amendment is qualified in its entirety by reference to
the terms of the Amendment, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this report:
Exhibit No. Description
10.1 Amendment No. 2 to Amended and Restated Credit Agreement between
Inotiv, Inc. and First Internet Bank of Indiana
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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