Item 1.01 Entry into a Material Definitive Agreement.
Senior Credit Facility
On
The material terms of the Senior Credit Facility are as follows:
Availability
The Senior Credit Facility consists of a
Principal, Interest and Fees
The principal balance outstanding under the revolving credit facility is payable in full at maturity. Principal in respect of the term loan is payable in full at maturity.
Borrowings for both the term loan and the revolving credit facility will bear
interest at either the bank's base rate plus an additional amount ranging from
0.000% to 0.375% or the London Inter-
Certain Covenants
The Senior Credit Facility requires the Company to meet certain financial tests, which include:
•fixed charge coverage ratio of not less than 2 to 1; and
•leverage ratio of not greater than 4 to 1.
In addition, the Senior Credit Facility contains certain covenants that, among other things, restrict additional indebtedness of its subsidiaries, liens, transactions with affiliates, asset dispositions, mergers and consolidations, and other matters customarily restricted in such agreements.
Events of Default
The Senior Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events and judgments in excess of specified amounts. If an event of default should occur and be continuing under the Senior Credit Facility, the entire principal amount outstanding thereunder, together with any accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
The foregoing description of the Senior Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the credit agreement constituting the Senior Credit Facility, which is attached hereto as Exhibit 10.1.
Note Purchase and Private Shelf Agreement
On
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the noteholders party thereto (such agreement, as amended by the Amendment, the
"Note Purchase Facility'). The Amendment extends the date that the Company may
issue and sell, and Prudential may consider in its sole discretion the purchase
of, in one or a series of transactions, additional senior unsecured notes of the
Company (the "Shelf Notes"), in an aggregate principal amount of up to
Certain Covenants
The Note Purchase Facility requires the Company to meet certain financial tests, which include:
•fixed charge coverage ratio of not less than 2 to 1; and
•leverage ratio of not greater than 4 to 1.
In addition, the Note Purchase Facility contains certain covenants that, among other things, restrict additional indebtedness of its subsidiaries, liens, transactions with affiliates, asset dispositions, mergers and consolidations, and other matters customarily restricted in such agreements.
Events of Default
The Note Purchase Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events and judgments in excess of specified amounts. If an event of default should occur and be continuing under the Note Purchase Facility, each noteholder has the right to declare the entire principal amount outstanding for each note held by it, together with any accrued and unpaid interest, any make whole amounts and other amounts owing in respect thereof, may be declared immediately due and payable.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.2.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03 hereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Amended and Restated Credit Agreement, dated as of
10.2 Amendment to Note Purchase and Private Shelf Agreement, dated
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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