Item 1.01. Entry into a Material Definitive Agreement.
On
The New Credit Agreement permits the Company to borrow syndicated loans (the "Syndicated Loans") and money market loans (the "Money Market Loans") from time to time for general corporate purposes. Syndicated Loans under the New Credit Agreement bear interest at a rate per annum equal to (i) the Base Rate as in effect from time to time plus the Applicable Margin (each as defined in the New Credit Agreement) based on the Company's corporate credit rating (with such customary provisions under the New Credit Agreement providing for the replacement of LIBOR with any successor rate) or (ii) the Eurodollar Rate for the Interest Period (each as defined in the New Credit Agreement) therefor plus the Applicable Margin. Money Market Loans under the New Credit Agreement bear interest at a rate per annum equal to (i) the LIBO Rate for the Interest Period therefor plus or minus the LIBO Margin (each as defined in the New Credit Agreement) quoted by the bank making such loan or (ii) the Set Rate (as defined in the New Credit Agreement) for the Interest Period therefor quoted by the bank making such loan.
Certain other material terms of the New Credit Agreement include (i) a financial
covenant requiring the Company to maintain compliance with a leverage ratio;
(ii) restrictive covenants (subject, in each case, to certain customary
exceptions and amounts) that limit the Company's ability to, among other things,
create liens and enter into sale and leaseback transactions; (iii) customary
events of default, upon the occurrence of which, after any applicable grace
period, the lenders will have the ability to accelerate all outstanding loans
thereunder and terminate the commitments; and (iv) customary representations and
warranties. In addition, the Company has the ability at any time to increase the
aggregate commitments under the New Credit Agreement from
Some of the lenders under the New Credit Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including commercial investment banking, underwriting, foreign exchange and other derivative arrangements.
The foregoing description of the New Credit Agreement is qualified in its entirety by reference to the New Credit Agreement filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with entering into the New Credit Agreement described in Item 1.01
of this Current Report on Form 8-K, the Company terminated its existing
revolving credit agreement, dated as of
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Revolving Credit Agreement dated as ofMarch 24, 2021 among the Company,JPMorgan Chase Bank, N.A ., as administrative agent, and the several lenders and agents party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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