Item 1.01 Entry into a Material Definitive Agreement
On
The Restatement Agreement amended and restated the Company's existing credit
agreement dated as of
The Company may borrow under the revolving facility from time to time in US
Dollars or Euros. The Company may borrow, prepay and re-borrow revolving loans.
The interest rates applicable to loans under the Amended and Restated Credit
Agreement are, at the Company's option, equal to either (i) if the borrowing is
denominated in US Dollars, the Alternate Base Rate (which is a rate per annum
equal to the greatest of (a) the prime rate, (b) the
The Amended and Restated Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1, similar to the Credit Agreement, as of the end of any fiscal quarter for any period of four consecutive fiscal quarters, and a leverage ratio test of not more than 3.50:1, similar to the Credit Agreement, as of the end of any fiscal quarter. Following the completion of a material acquisition, the Company may elect to increase the maximum leverage ratio to 4.00:1.00 at the end of and for the fiscal quarter during which such material acquisition occurred and for each of the following three consecutive fiscal quarters. In addition, the Amended and Restated Credit Agreement includes negative covenants that are customary for investment grade credit facilities and are similar in nature to those previously contained in the Credit Agreement. The Amended and Restated Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, similar in nature to those previously contained in the Credit Agreement.
Certain parties to the Restatement Agreement, and affiliates of those parties, provide banking, investment banking, and other financial services to the Company from time to time.
The foregoing descriptions of the Restatement Agreement and the Amended and Restated Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibit 10.1 hereto (such Exhibit consisting of the Restatement Agreement and, through its Annex I, the Amended and Restated Credit Agreement) and are hereby incorporated herein by reference.
-1-
--------------------------------------------------------------------------------
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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Amendment and Restatement Agreement, dated as ofSeptember 17, 2021 , by and among the Company,Waters Technologies Corporation ,TA Instruments - Waters L.L.C. ,Waters Asia Limited ,Environmental Resource Associates, Inc. , the lenders party thereto, the issuing banks party thereto andJPMorgan Chase Bank, N.A ., as administrative agent. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). -2-
--------------------------------------------------------------------------------
© Edgar Online, source