Item 1.01 Entry into a Material Definitive Agreement
On
The Third Amendment amends the Loan Agreement to, among other things:
a. extend the maturity date from
b. release the real property collateral securing the obligations thereunder;
c. increase the cap on the inventory component to the borrowing base formula from$100 million to an amount equal to 60% of the aggregate revolver commitments (currently$250 million , resulting in a$150 million cap); d. change the testing period for the fixed charge coverage ratio financial covenant from monthly to quarterly; e. modify the payment conditions the Company must satisfy to make acquisitions, capital contributions, certain loans or dividends and other distributions, as well as repay indebtedness, by reducing the availability requirements thereof; f. permit (i) certain real estate financing transactions so long as the Company and its subsidiaries own at least$50 million of unencumbered real property after giving effect to such financing transactions and (ii) certain other debt incurred by subsidiaries that are not borrowers or guarantors under the Loan Agreement so long as, among other things, the total amount of debt incurred by the Company and its subsidiaries (including under the Loan Agreement) does not exceed a multiple of the Company's EBITDA, determined over the immediately preceding twelve months; g. permit the Company and its subsidiaries to sell its real property or enter into sale and leaseback transactions with respect to its real property so long as after giving effect to any such sale or sale and leaseback transactions the Company and its subsidiaries own at least$50 million of unencumbered real property; h. provide that LIBOR cannot be less than 1% for purposes of determining interest rates;
i. increase the unused line fee from 0.25% per annum to 0.375% per annum;
j. eliminate the requirement to provide monthly financial reporting; and
k. remove the provisions relating to the Company's option to convert the Loan Agreement into a five-year credit facility upon the satisfaction of certain conditions.
In connection with the Third Amendment, the Company agreed to pay to the Lenders an aggregate fee equal to 0.25% of the aggregate revolver commitments.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 10.1 Third Amendment to Loan and Security Agreement withBank of America, N.A . datedMay 12, 2020 , by and amongSuper Micro Computer, Inc. , the lenders party thereto andBank of America, N.A ., as administrative agent for the lenders. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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