Item 1.01. Entry into a Material Definitive Agreement.
On
The following sets forth a description of the material terms of the First Amendment:
• The First Amendment increased the amount of term A-1 loans by an additional$75,000,000 and increased the amount of term A-2 loans by an additional$75,000,000 . • The definition of Consolidated EBITDA was amended to (i) exclude the effects of any non-cash purchase accounting adjustments, (ii) make pro forma adjustments for material acquisitions and material dispositions and (iii) permit adjustments for certain transaction fees and expenses related to the First Amendment and any material acquisition or material disposition.
The First Amendment also makes certain other non-material amendments to the Credit Agreement. All other terms and conditions of the Credit Agreement remain in full force and effect.
The Company and its affiliates regularly engage the Lenders to provide other banking services. All of these engagements are negotiated at arm's length.
The foregoing description of the First Amendment is not complete and is
qualified in its entirety by reference to the First Amendment, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference. The
Credit Agreement was previously filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed on
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 of this Current Report on Form 8-K, including Exhibit 10.1 hereto, is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 10.1 Amendment No. 1 to the Credit Agreement, dated as ofDecember 17, 2020 , amongUniversal Corporation , as borrower, the lenders named therein,JPMorgan Chase Bank, N.A ., as administrative agent,Truist Bank andAgFirst Farm Credit Bank , asCo-Syndication Agents andKeybank National Association andCapital One National Association as Co-Documentation Agents 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101) 2
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