Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Credit Agreement, Amended and Restated Revolving Credit Note & Supplemental Revolving Credit Note
On
The Supplemental Note is evidenced by a Supplemental Revolving Credit Note dated
as of the Amendment Date made by the Company in favor of MBT. The purpose of the
Supplemental Note is for financing acquisitions and repurchasing shares of the
Company's common stock. The Supplemental Note may be borrowed against from time
to time by the Company through its maturity date of
The Revolving Note and Supplemental Note bear interest at an annual rate equal
to the greater of (a) 5.0% or (b) SOFR for a one-month period from the website
of the
Upon the occurrence and during the continuance of an event of default, the interest rate of the Revolving Note and Supplemental Note is increased by 3% and MBT may, at its option, declare the Revolving Note and Supplemental Note immediately due and payable in full.
The Credit Agreement, Revolving Note and Supplemental Note contain representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type.
Copies of the Amendment, Revolving Note and Supplemental Note are attached as exhibits to this Current Report on Form 8-K. The above descriptions are qualified by reference to the complete text of those documents. Copies of those documents are not intended to provide factual information about the Company. The representations, warranties, and covenants contained in those documents were made only for purposes of the transactions represented thereby as of the specific dates therein, are solely for the benefit of the Company and MBT, may be subject to limitations agreed upon by the Company and MBT, including, among others, being qualified by disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under those documents and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of representations and warranties contained in those documents may change after the date of those documents, which subsequent information may or may not be fully reflected in the Company's public disclosures. Rather, investors and the public should look to the disclosures contained in the Company's reports under the Securities Exchange Act of 1934, as amended, for information concerning the Company.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosures concerning the Amendment, Revolving Note and Supplemental Note contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Amendment No. 2 to Amended and Restated Credit Agreement datedDecember 29, 2022 by and betweenPro-Dex, Inc. andMinnesota Bank & Trust , a division ofHTLF Bank . 10.2 Amended and Restated Revolving Credit Note datedDecember 29, 2022 made byPro-Dex, Inc. in favor ofMinnesota Bank & Trust , a division ofHTLF Bank . 10.3 Supplemental Revolving Credit Note datedDecember 29, 2022 made byPro-Dex, Inc. in favor ofMinnesota Bank & Trust , a division ofHTLF Bank . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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