Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an
Off-balance Sale Arrangement of a Registrant.
On
The Loan Agreement also provides that Xcel may request the Lenders make
incremental term loans of up to
Upon entering into the Loan Agreement, Xcel paid closing fees to the
Administrative Agent (i) in the amount of
The Term Loans mature on
Xcel has the right upon thirty (30) days prior written notice to prepay all or any portion of the Term Loans or Incremental Term Loans and accrued and unpaid interest thereon; provided that any prepayment shall applied first to prepay the Term Loans in full and second to the Incremental Term Loans.
If the Term Loans are prepaid in whole or in part on or prior to the second anniversary of the Closing Date (including as a result of an event of default), Xcel shall pay a prepayment premium as follows: an amount equal to the principal amount of the Term Loan prepaid multiplied by: (i) five percent (5.00%) if such prepayment occurs on or before the first anniversary of the Closing Date; (ii) two percent (2.00%) if such prepayment occurs at any time after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date; and (iii) one percent (1.00%) if such prepayment occurs at any time after the second anniversary of the Closing Date.
Xcel's obligations under the Loan Agreement are guaranteed by the Guarantors and secured by all of the assets of Xcel and the Guarantors (as well as any subsidiary formed or acquired that becomes a credit party to the Loan Agreement) and, subject to certain limitations contained in the Loan Agreement, equity interests of the Guarantors (as well as any subsidiary formed or acquired that becomes a credit party to the Loan Agreement).
Xcel also granted the Lenders a right of first offer to finance any acquisition for which the consideration therefore will be paid other than by cash of Xcel or the Guarantors, the issuance of equity interest of Xcel or the issuance of notes to the applicable seller.
Interest on the Term Loans will accrue at LIBOR plus 7.5% per annum. Interest on the Term Loans is payable on the last business day of each calendar month.
LIBOR is defined in the Loan Agreement as the greater of (a) the rate of
interest per annum for deposits in dollars for an interest period equal to three
months as published by Bloomberg or a comparable or successor quoting service at
approximately
The Loan Agreement contains customary covenants, including reporting requirements, trademark preservation and the following financial covenants of Xcel (on a consolidated basis with the Guarantors and any subsidiaries subsequently formed or acquired that become a credit party under the Loan Agreement):
?liquid assets of (i) during the first fiscal month of each fiscal quarter$2,500,000 if cash payments from revenue licenses during the immediately succeeding 30 days are expected to be at least$4,000,000 and (ii) at least$3,000,000 at all other times; ?a fixed charge coverage ratio for (i) the fiscal quarter endingSeptember 20, 2022 of not less than 1.00 to 1.00 and (ii) the twelve fiscal month period ending at the end of each fiscal quarter commencing with the fiscal quarter endingDecember 31, 2022 of not less than 1.00 to 1.00; ?a loan to value ratio not to exceed 50%; ?minimum revenues of not less than the amounts set forth below at the end of the appliable fiscal period set forth below: Fiscal Period Minimum RevenueApril 1, 2021 thruDecember 31, 2021 $16,445,000
For the trailing twelve month period ending
$23,500,000
For the trailing twelve month period ending
$24,491,000 For the trailing twelve month periods endingSeptember 30, 2022 and eachFiscal Quarter end thereafter$25,000,000
?the sum of (i) the eligible inventory plus (ii) eligible cash on hand to the
extent not used to satisfy the Minimum Accounts Amount (as defined below) plus
(iii) the eligible accounts to the extent not used to satisfy the Minimum
Accounts Amount (as defined below) of not less than
Item 9.01Financial Statements and Exhibits
Exhibits
10.1 Loan and Security Agreement dated as of
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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