Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Loan, Pike entered into a fifth amended replacement and
restated credit agreement with M&T (the "Credit Agreement"). The Credit
Agreement contains various affirmative and negative covenants including, among
others: (i) Pike must maintain a "Total Funded Debt to Tangible
Events of default under the Credit Agreement which permit M&T to exercise its remedies, including immediate acceleration of the principal and interest on the Loan, include, among others: (i) default in the payment of principal or interest on the Loan, (ii) default by Pike on any other obligation under the Credit Agreement and related documents, (iii) failure to pay when due in any other obligations of Pike which could result in the acceleration of that obligation, (iv) entry of any judgments or order of any court or governmental entity against Pike, (v) various bankruptcy and insolvency events, (vi) any adverse change in Pike, its business, assets, operations, affairs or condition which M&T determines will have a material adverse effect on Pike, its business, assets, operation or condition (financial or otherwise) or on its ability to repay its debts, and (vii) at any time M&T in good faith considers itself insecure with respect to payment of Pike's obligations to it or other performance of such obligations.
In connection with the Loan, Pike entered into a general security agreement with M&T (the "Security Agreement"). The Security Agreement secures all obligations of Pike to M&T including, without limitation, principal and interest on the Loan and any fees and charges. The security interest granted under the Security Agreement covers all personal property of Pike including, among other things, accounts, deposit accounts, general intangibles, inventory, and all fixtures, including, among other things, pipelines, easements, rights of way and compressors in Pike's gas distribution system. The Security Agreement contains various representations, warranties, covenants and agreements customary in security agreements and various events of default substantially similar to those in the Credit Agreement with remedies under the New York Uniform Commercial Code and the Security Agreement.
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In connection with the Loan, the Holding Company entered into a continuing guaranty with M&T (the "Guaranty Agreement"), pursuant to which the Holding Company guaranteed the payment and performance of all of Pike's obligations to M&T, including its obligations under the Loan.
The Note, Credit Agreement, Security Agreement and Guaranty Agreement are filed as exhibits to this Current Report on Form 8-K. The descriptions above are qualified in their entirety by reference to the full text of these documents.
Also on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 above is incorporated by reference to this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Fifth Amended Replacement and Restated Credit Agreement,
dated
Exhibit 10.2 Multiple Disbursement Term Note, dated
Exhibit 10.3 General Security Agreement, dated
Exhibit 10.4 Continuing Guaranty, dated
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