Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
The Company's and the domestic, Canadian and
Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or LIBOR rate plus applicable margins. Applicable margins are dictated by the ratio of the Company's total net indebtedness to the Company's consolidated EBITDA for four trailing quarters, as defined in the Credit Agreement. The base rate is the highest of (a) the Overnight Bank Funding Rate plus 0.50%, (b) the Prime Rate, or (c) the Daily LIBOR rate plus 1.00% so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful (each as defined in the Credit Agreement). The base rate and LIBOR rate spreads range from 0.25% to 1.25% and 1.25% to 2.25%, respectively.
The Credit Agreement includes two financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company's consolidated Indebtedness divided by the Company's consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company's consolidated EBITDA divided by the Company's Fixed Charges, which must be more than 1.05 to 1.00.
The Credit Agreement permits the Company to pay dividends and make distributions
and redemptions with respect to its stock provided no event of default or
potential default (as defined in the Credit Agreement) has occurred prior to or
after giving effect to the dividend, distribution, or redemption. Additionally,
the Credit Agreement permits the Company to complete acquisitions so long as (a)
no event of default or potential default has occurred prior to or as a result of
such acquisition; (b) the liquidity of the Borrowers is not less than
Other restrictions exist at all times including, but not limited to, limitations on the Company's sale of assets and the incurrence by either the Borrowers or the non-borrower subsidiaries of the Company of other indebtedness, guarantees, and liens.
Item 7.01 Regulation FD Disclosure
On
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits See Exhibit Index below. Exhibit Index Exhibit Number Description *10.1 Fourth Amended and Restated Credit Agreement datedAugust 13, 2021 , betweenRegistrant and PNC Bank,Citizens Bank, N.A. ,Wells Fargo Bank, National Association ,Bank of America, N.A ., andBMO Harris Bank, National Association . *99.1 Press Release datedAugust 16, 2021 , ofL.B. Foster Company . *104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Exhibits marked with an asterisk are filed herewith.
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