Item 1.01 Entry into a Material Definitive Agreement.
On
The material changes effected to the terms of the Existing Note by the Amended
Note include the following: (i) the increase of the existing line of credit
facility in the maximum amount from
The interest rate on the Loans is an agreed rate between the Borrower Subsidiary
and the Bank that is (a) the CB Floating Rate plus the Applicable Margin, (b)
the Fixed Rate for the applicable Interest Period or (c) the Adjusted Term SOFR
Rate plus the Applicable Margin, payable in arrears on the last day of the
applicable Interest Period for such Loan, and, if such Interest Period is in
excess of three months, on the last day of each three month interval after the
date such Loan is made, at maturity and thereafter, on demand. Any Loan not paid
when due will bear interest of 2% per annum above the CB Floating Rate plus the
Applicable Margin. The Borrower Subsidiary may not prepay any Fixed Rate Loan or
SOFR Loan prior to the last date of the applicable Interest Period. CB Floating
Rate Loans may be prepaid by the Borrower Subsidiary at any time without premium
or penalty upon at least 1 business day prior written notice to the Bank. All
outstanding principal and accrued interest are due upon maturity of the JPM
Loan. As of the filing date of this Form 8-K, the Company has borrowed
approximately
Consistent with the Existing Note, the Amended Note contains customary events of default, including, among others, those relating to failure to make a payment, bankruptcy, material defaults on other indebtedness, breaches of representations, material adverse changes and defaults under the Guaranty or the Assignment.
The foregoing description of the Amended Note is qualified in its entirety by
reference to the full text of the Amended Note, a copy of which will be filed as
an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated herein by reference.
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