Item 1.01 Entry into a Material Definitive Agreement
Summary
On
First Amendment to the New Credit Agreement
The Company entered into the First Amendment, as borrower;
The First Amendment provides for the establishment of an additional Revolving
Line of Credit for Aggregate Revolving B Commitments in an aggregate principal
amount of
The First Amendment further provides that the New Credit Agreement is amended and restated by changing Schedule 2.01 to add applicable lender percentages related to the Revolving B Commitment for BOA of 47.5%, Well Fargo of 28.0% and Regions of 24.5%.
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The First Amendment also provides that Exhibits 2.02 and 2.05 to the Original Credit Agreement are amended in their entireties to include forms related to the Revolving B Commitments. The First Amendment states that all schedules and exhibits to the Original Credit Agreement remain in full force and effect in the New Credit Agreement and are not otherwise altered or amended.
The New Credit Agreement
Under the New Credit Agreement, the terms of the Revolving A Commitment remain
unchanged from the Original Credit Agreement: BOA, Wells Fargo and
The New Credit Agreement, via the First Amendment, adds a Revolving B
Commitment. BOA, Wells Fargo and Regions (the Revolving B Lenders) agreed to
provide the Company with one or more Revolving Loans for Revolving B Commitments
in a collective principal amount of
The Notes and Interest Rates
The Notes and interest rates for the Revolving A Commitments remained unchanged and are the same as previously disclosed. The Notes for Revolving A Commitments and Revolving B Commitments provide the Company, in the aggregate, the ability to borrow an amount up to the respective Revolving A Loan Limit and Revolving B Loan Limit during the respective Revolving A Term and Revolving B Term. The Company is not obligated to borrow any amount under either the Revolving A Loan or the Revolving B Loan. Within either the Revolving A Loan or the Revolving B Loan, the Company may borrow, repay and reborrow at any time or from time to time while the respective Revolving A Loan or Revolving B Loan remains in effect.
Base Rate Loans (as defined in the Fourth Amended Credit Agreement) under the Revolving Loans and the Swing Line Loans accrue interest at the Base Rate plus the Applicable Rate (as defined in the Fourth Amended Credit Agreement) and Eurodollar Rate Loans for the Revolving Loans and Swing Line Loans accrue interest at the Adjusted London InterBank Offered Rate plus the Applicable Rate (as defined in the Fourth Amended Credit Agreement).
The Base Rate for any day is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by BOA as its prime rate, and (c) the Eurodollar Rate plus 1.0%.
The Applicable Rate for Revolving B Commitments means the following percentages per annum, based upon the Consolidated Debt to Consolidated EBITDA Ratio as set forth in the most recent Compliance Certificate received by BOA as the Administrative Agent and as set forth in the New Credit Agreement:
Consolidated Debt to Revolving B Pricing Consolidated EBITDA Eurodollar Rate Loans Commitment Tier Ratio / LIBOR Index Rate Base Rate Loans Fee 1 > 2.50:1.00 2.75% 1.75% 0.60% 2 < 2.50:1.00 but > 2.00:1.00 2.50% 1.50% 0.55% 3 < 2.00:1.00 but > 1.50:1.00 2.25% 1.25% 0.50% 4 < 1.50:1.0 1.80% 0.80% 0.45%
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Fourth Amended and Restated Security and Pledge Agreement
The existing Fourth Amended and Restated Security and Pledge Agreement remain unchanged except that in addition to the Revolving A Commitments, it now also secures the Revolving B Commitments.
Transaction Fees
As a result of the transaction and excluding legal and accounting fees payable
as a result of the transaction, the Company incurred closing fees equal to
All capitalized terms used in this section but not otherwise defined herein shall have the meaning set forth in the New Credit Agreement. To the extent not defined herein or in the New Credit Agreement, all capitalized terms shall have the meanings provided for by the Uniform Commercial Code.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following is filed as an Exhibit to this Report.
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