Item 1.01. Entry Into a Material Definitive Agreement.
Credit Agreement
On
The Credit Agreement provides a
Rates for borrowing under the Credit Agreement are based, at the Company's
election, upon whether the borrowing is a Term SOFR loan or a Base Rate loan.
Term SOFR loans will bear interest at an adjusted term secured overnight
financing rate ("SOFR") (calculated based on one-month, three-month or six-month
term SOFR as of a specified date, plus an adjustment of 0.10%) plus an
applicable margin of 1.125%. Base Rate loans will bear interest at a rate per
annum equal to the sum of (1) the greatest of (a) the prime rate, (b) the
The Credit Agreement contains representations and affirmative, negative and
financial covenants usual and customary for agreements of this type, including
among others covenants that place conditions upon the Company's ability to merge
or consolidate with other companies, sell any material part of its business or
property, and incur liens. The Credit Agreement includes a covenant that the
Company will not permit its debt to capitalization ratio to exceed 0.65 at the
last day of any fiscal quarter. For purposes of calculating the debt to
capitalization ratio, the Company's capitalization means the sum of (a) its net
worth, (b) its indebtedness, and (c) 50% of the aggregate after-tax amount of
non-cash charges directly arising from any ceiling test impairment occurring on
or after
The Credit Agreement contains a cross-default provision whereby the failure by
the Company or any of its significant subsidiaries to make payments under other
borrowing arrangements aggregating
In the event of a default by the Company under the Credit Agreement, including a cross-default by the Company or any of its significant subsidiaries, the lenders may terminate the commitments made under the Credit Agreement and declare any principal amount then outstanding, and all accrued interest and other amounts payable by the Company under the Credit Agreement, to be immediately due and payable.
In addition to the Credit Agreement, the Company maintains individual uncommitted or discretionary lines of credit with a number of financial institutions, including certain parties to the Credit Agreement, for general corporate purposes. Other financial institutions may also provide the Company with uncommitted or discretionary lines of credit in the future. In addition, in the ordinary course of their respective businesses, certain lenders under the Credit Agreement, or their affiliates, perform, or may in the future perform, financial services for the Company or its affiliates, including investment banking, underwriting, lending, commercial banking, trust and other administrative and advisory services.
--------------------------------------------------------------------------------
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which has been filed as Exhibit 10.1 hereto and is expressly incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information described in Item 1.01 relating to the Credit Agreement is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 364-Day Credit Agreement, dated as ofJune 30, 2022 , among the Company, the Lenders party thereto, andWells Fargo Bank, National Association , as Administrative Agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
--------------------------------------------------------------------------------
© Edgar Online, source