ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On
The Credit Agreement provides for an aggregate
Concurrently with the entry into the Credit Agreement, the Borrower drew the
term loan in its entirety and drew
The Borrower may voluntarily repay outstanding amounts under the revolving loan facility, in whole or in part, at any time, subject to customary administrative provisions.
The Credit Agreement includes security in the form of mortgages on certain previously unencumbered wholly-owned assets and pledges of the Company's and certain subsidiaries' equity interests in certain wholly-owned entities. The Credit Agreement requires the Company to maintain at all times a borrowing base value, based on certain parameters, of 1.2 times the amount of outstanding borrowings on the revolving loan facility (the "Borrowing Base Maintenance Covenant"). Additionally, the Credit Agreement permits the Company to sell or finance portions of the security subject to continued compliance at all times with the Borrowing Base Maintenance Covenant and certain other parameters. All obligations under the Credit Agreement are unconditionally guaranteed by the Company and certain subsidiary guarantors.
The Credit Agreement includes financial covenants requiring a minimum borrowing base interest coverage ratio, minimum total debt yield, minimum fixed charge coverage ratio, minimum liquidity and maximum floating rate debt. In addition, the Credit Agreement also contains other customary affirmative and negative covenants and events of default.
The Borrower pays a monthly facility fee of 0.35% of the unused revolving loan facility commitments and other customary fees, as described in the Credit Agreement.
The foregoing summary of the Credit Agreement, the guaranty and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Credit Agreement and the guaranty, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description 10.1 Credit Agreement, dated as ofApril 14, 2021 , by and among the Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent,Deutsche Bank Securities Inc. ,JPMorgan Chase Bank, N.A . andGoldman Sachs Bank USA , as joint lead arrangers and joint bookrunning managers,Deutsche Bank Securities Inc. andJPMorgan Chase Bank, N.A ., as co-syndication agents,Goldman Sachs Bank USA , as documentation agent, and various lenders party thereto. 10.2 Unconditional Guaranty, dated as ofApril 14, 2021 , by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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