Item 1.01 Conclusion of a Material Definitive Agreement
Revolving credit facility
Until the completion of the
The credit facility is equally and proportionately secured by the same assets securing the Company’s 8.25% senior secured bonds maturing in 2028 (the “bonds”) (other than securities accounts and accounts payable). deposit established in accordance with the Cash and Disbursement Guarantee Agreement, which is to be security only for the Notes), and borrowings under the Credit Facility will be guaranteed by all of the Guarantors; provided that, in accordance with the terms of the Guarantee Trust Agreement, the proceeds of any collateral securing the Credit Facility and the Notes (except with respect to securities accounts and deposit accounts established in accordance with the Guarantee Agreement and certain other amounts will be applied to borrowings under the Credit Facility before payments on the Notes.
The Company may make prepayments of any amount overdue under the Credit Facility (without any reduction in revolving commitments) in whole or in part at any time without penalty, subject to reimbursement of the breach charge in the event of any prepayment of LIBOR contracts and such prepayments amounting to specified minimum amounts.
The credit facility contains a number of negative covenants which, subject to certain exceptions, are substantially similar to covenants contained in the notes restricting or limiting the ability of the Company and the guarantors to, inter alia: (i) make assignments assets; (ii) participate in certain mergers and acquisitions; (iii) effect dividends and share repurchases and optional repurchases (and optional prepayments) of certain subordinated, junior lien or unsecured debt; (iv) get into debt; (v) make certain loans and investments; (vi) create privileges; (vii) transact with affiliates; and (viii) change our business and those of our restricted subsidiaries. The credit facility includes a requirement that the Company maintains, for quarters ending
The Credit Facility contains a number of customary events of default (subject to certain grace periods and remedial rights) including, inter alia, non-payment of principal, interest or other amounts; the accuracy of certain representations and warranties; the non-respect or non-respect of certain commitments; a cross default on other debts, including the Notes; certain bankruptcy or insolvency events; certain ERISA events; the invalidity of certain loan documents; certain changes in control; and the loss of certain game operating licenses. Should an Event of Default occur, the lenders under the Credit Facility would be entitled to take various actions, including accelerating amounts due under it, terminating revolving commitments under it. and, subject to the security trust agreement, to take all actions authorized by a secured creditor.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 of this current report on Form 8- K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set out in Section 1.01 of this current report on Form 8-K is incorporated in this Section 2.03 by reference.
Item 9.01 Financial Statements and Exhibits (d) Exhibits No. Description 10.1* Credit Agreement, dated as of
March 31, 2021, among the Company, as borrower, the subsidiary guarantors party thereto, the lender parties thereto, and Capital One, National Association, as administrative agent. 99.1* Press Release of the Company dated March 31, 2021. * Filed herewith
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