Item 1.01 Entry into a Material Definitive Agreement
The information included or incorporated by reference in Item 2.03 of this Current Report on Form 8-K (this "Report") is incorporated by reference into this Item 1.01 of this Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The credit facility evidenced by the Credit Agreement is comprised of a
At the Company's election, borrowings under the Credit Agreement will bear interest at either (a) the Base Rate plus the Applicable Margin (each as defined in the Credit Agreement) or (b) the LIBOR Rate (as defined in the Credit Agreement) plus the Applicable Margin. The Applicable Margin, based on the Company's Debt to Capitalization Ratio (as defined in the Credit Agreement), for revolving loans ranges from 0.25% to 0.625% per annum for Base Rate Borrowings and 1.25% to 1.625% per annum for LIBOR Rate Borrowings and for term loans ranges from 0.0% to 0.25% per annum for Base Rate Borrowings and 0.875% to 1.25% per annum for LIBOR Rate Borrowings. Further, a commitment fee accrues, based on the Company's Debt to Capitalization Ratio, ranging from 0.15% to 0.30% per annum on the average daily unused portion of the commitments.
The Credit Agreement contains customary affirmative covenants, including, among
others, covenants regarding the payment of taxes and other obligations,
maintenance of insurance, reporting requirements and compliance with applicable
laws and regulations. Further, the Credit Agreement contains customary negative
covenants limiting the ability of the Company and the Guarantors to, among other
things, incur debt, grant liens, make investments, effect certain fundamental
changes, make certain asset dispositions, and make certain restricted
payments. The Credit Agreement also contains certain consolidated financial
covenants providing that (a) the Debt to Total Capitalization Ratio shall not be
greater than 0.35 to 1.00 and (b) Consolidated
The financial institutions party to the credit agreement and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates were party to the Existing Credit Agreement and/or have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.
The Credit Agreement replaces the Existing Credit Agreement, which was
terminated on
The foregoing summary of the material terms of the Credit Agreement and the transactions contemplated thereby is qualified in its entirety by the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and such exhibit is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 10.1 Credit Agreement, dated as ofOctober 28, 2021 among the Company, PNC Bank, as Administrative Agent, Swingline Loan Lender and Issuing Lender, the Guarantors, and Lenders party thereto.
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