Section 1.01 Entering into a Material Definitive Agreement.
The Credit Agreement provides for an unsecured revolving credit facility which matures in
Under the Credit Agreement, and from the date of the Credit Agreement, various covenants under the Existing Credit Agreement, including, without limitation, those which prevent the Company and certain of its Subsidiaries to dispose of assets (other than dispositions of all or substantially all of the assets of the Company and its subsidiaries taken together), making investments and paying dividends and other distributions, have ended and no longer restrict the activities of the Company or its subsidiaries.
Borrowings under the Credit Agreement bear interest at a variable rate equal to:
For revolving loans denominated in dollars only, at the option of the Company, (a) the forward SOFR (the forward-looking guaranteed overnight funding rate) plus a specified margin, which may be adjusted up or down. decreases depending on whether certain criteria are met, or (b) the base rate (which is the greater of (x)
for revolving loans denominated in foreign currencies for which a daily rate will apply, (a) for such loans denominated in sterling only, the SONIA (Sterling Overnight Index Average Benchmark Rate) plus 0.0326% per annum plus a specified margin, which may be adjusted up or down depending on whether certain criteria are met, or (b) for such loans denominated in other foreign currencies, a daily rate designated by an plus any adjustment, each as determined by the Agent, the revolving lenders and the Company, plus a specified margin, which may be adjusted up or down depending on whether certain criteria are met; Where
for revolving loans denominated in foreign currencies for which a forward-looking forward rate will apply during the applicable interest period chosen by the
The Company shall also pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the unused average daily portion of the total revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.4375% to 1.500% per annum of the maximum amount that can be drawn for each letter of credit issued and outstanding under the credit agreement.
The Credit Agreement contains various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels (as detailed below), subject to certain exceptions, restrictions on the Company’s ability and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole.
The credit agreement requires the company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of the company’s consolidated debt to the company’s consolidated net income before interest, taxes, depreciation, amortization, expenses excluding cash and certain other items (“EBITDA”)) from the last day of any fiscal quarter from 3.75 to 1.00, subject to the Company’s right to temporarily increase the maximum leverage ratio up to 4 .25 to 1.00 in connection with certain major acquisitions.
The Credit Agreement also contains customary events of default. If an Event of Default under the Credit Agreement occurs and continues, the Lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if the Company or any material subsidiary becomes subject to voluntary or involuntary proceedings under bankruptcy, insolvency or similar law, all outstanding obligations under the Credit Agreement will automatically become due and payable. Revolving loans outstanding under the Credit Agreement will bear interest at a rate of 2.0% per annum above the rate otherwise applicable upon acceleration of such loans or, at the request of the lenders, during the term of any event of default under the credit agreement. .
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed herewith as Schedule 4.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.
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