Item 1.01. Entry into a Material Definitive Agreement.
On
The Credit Agreement provides for a revolving credit facility that matures on
Under the Credit Agreement, the Company has agreed to pay a facility fee, payable quarterly, equal to 0.125% to 0.25% of the total commitment, depending on the Company's consolidated debt to capitalization ratio, as defined in the Credit Agreement. Certain borrowings, such as ABR borrowings, under the revolving credit facility bear interest, payable no less frequently than quarterly, at a rate equal to the alternate base rate (as defined in the Credit Agreement) plus the applicable rate (as defined in the Credit Agreement). Other borrowings, such as Eurodollar borrowings, under the revolving credit facility bear interest at a rate equal to the adjusted LIBO rate for the interest period (as defined in the Credit Agreement) plus the applicable rate.
The Credit Agreement contains various restrictions and covenants applicable to the Company and certain of its subsidiaries. Among other requirements, the Credit Agreement (a) limits the amount of priority debt (as defined in the Credit Agreement) held by restricted subsidiaries of the Company to no more than 20% of the Company's consolidated total capitalization (as defined in the Credit Agreement), (b) limits the Company's permissible consolidated debt to capitalization ratio to a maximum of 0.55 to 1.0 and (c) requires the Company to maintain a minimum fixed charge coverage ratio (consolidated adjusted cash flow to consolidated interest and rental expense) of 3.0 to 1.0, as defined in the Credit Agreement.
The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable.
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 Exhibit 4.1 and incorporated herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable.
(d) Exhibits. The following exhibit is being filed herewith:
Exhibit Number 4.1 Credit Agreement, dated as ofJanuary 9, 2020 , among the Company, the financial institutions party thereto andJPMorgan Chase Bank, N.A ., as Administrative Agent.1
1 The schedules and exhibits to this document have not been filed with the
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