Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
In connection with the Merger, on
Amounts drawn bear interest at a rate equal to the secured overnight financing
rate for such business day announced by the
Following the Merger Termination Date, certain customary covenants, subject to
exceptions, apply under the Loan Agreement, such as limitations on indebtedness,
liens, mergers or acquisitions, restricted payments, asset transfers,
investments, transactions with affiliates, changes in business, dissolution, and
compliance with law. Upon the occurrence of an event of default, a default
interest rate of an additional 2.00% may be applied to the outstanding loan
balances, and the Lender may declare all outstanding obligations immediately due
and payable and take such other actions as set forth in the Loan Agreement.
Events of default under the Loan Agreement include customary events of default,
including, but not limited to: (i) failure to make any payment of principal,
interest or any other obligation under the Loan Agreement when due and payable;
(ii) failure to perform any obligation under any negative covenants, (iii)
failure to perform any other obligations not otherwise specified in clauses (i)
and (ii) subject to a 30 day cure period; (iv) change of control of the Company,
other than pursuant to the Merger, (v) the Company being or becoming insolvent,
beginning an insolvency proceeding, or becoming subject to an insolvency
proceeding that is not dismissed or stayed within 45 days; (vi) a default under
any agreement with a third party resulting in a right by such third party to
accelerate the maturity of any indebtedness in an amount in excess of
The Company may voluntarily prepay any drawn amounts under the Loan Agreement without premium or penalty. Following the Merger Termination Date, the Company must prepay the amounts owing under the Loan Agreement with 100% of the net cash proceeds of (i) any incurrence of indebtedness, other than indebtedness permitted to be incurred under the Loan Agreement, or (ii) certain asset sales outside the ordinary course of business.
In the event that the Parent or Lender is obligated to pay the Company a
termination fee upon the Merger Termination Date (i) because of a legal
restraint prohibiting the Merger and such legal restraint is pursuant to or
arises under antitrust law or (ii) if the Company or Parent terminates the
Merger Agreement on or after
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closing conditions have not been satisfied), then all aggregate amounts
outstanding under the Loan Agreement, including all accrued and unpaid interest
and other amounts owing, up to an aggregate amount equal to
The foregoing description of the Loan Agreement does not purport to be complete,
and is subject to, and qualified in its entirety by reference to, the full text
of the Loan Agreement, a copy of which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above with respect to the Loan Agreement is incorporated by reference into this Item 2.03.
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