Article 1.01. Significant definitive agreement reached
The information provided in section 2.03 below is incorporated herein by reference, where applicable.
Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.
Borrowings outstanding under the credit agreement bear interest at 2.45% as the initial interest rate until the Company delivers certain third quarter financial statements and a certificate of compliance. Thereafter, the interest rate varies between 2.10% and 2.80% plus LIBOR based on the consolidated net leverage ratio and the execution of certain criteria related to sustainability as defined under the terms of the Credit Agreement.
The “Existing facilities” refer to (i) the senior guarantee at 8.25%
obligations (“Norwegian bond debt”), (ii) the credit agreement, initially dated
Under the terms of the credit agreement, the Company borrowed
As of the date of this report, the availability under the revolver facility is
The credit agreement expires on the earliest of the following dates: (i) five years from the date of borrowing from the term facility and (ii)
Interest accrued on amounts overdue under the Term Facility and the Revolving Facility must be paid on the last day of each applicable interest period. The interest periods are three months, six months or any other period agreed between Eagle Ultraco and the Lenders. Finally, Eagle Ultraco must prepay certain specified amounts
unpaid under the credit agreement if a
Eagle Ultraco’s obligations under the Credit Agreement are secured, inter alia, by a first mortgage on 49 vessels owned by the Guarantors, as identified in the Credit Agreement and on other vessels it may include from time to time with the approval of the lenders (the “Eagle Ships”), assignment of certain accounts, assignment of certain charters with a term exceeding 13 months, assignment of insurance, assignment of certain agreements- executives and a pledge of member interests of Eagle Ultraco and each Guarantor. In the future, Eagle Ultraco or the Guarantors may grant additional security to Lenders from time to time.
The credit agreement contains financial covenants requiring the company, on a consolidated basis, to maintain at all times (a) (i) cash and cash equivalents or (ii) unused revolving facility commitments for up to six months. months before the termination date by an amount at least the greater of (i)
The Credit Agreement also imposes operating restrictions on Eagle Ultraco and the Guarantors, including limiting the ability of Eagle Ultraco and the Guarantors to, among other things: incur additional indebtedness; create privileges on assets; sell assets; dissolve or liquidate; merge or consolidate with another person; make investments; carry out transactions with affiliates; and allow certain changes of control. The credit agreement does not impose any restriction on the payment of dividends as long as the Company respects its financial commitments and no event of default continues before and after the declaration and payment of this dividend.
Finally, the Credit Agreement includes the usual cases of default, in particular those related to: default in payment of principal or interest; breach of an undertaking, representation or warranty; a cross default on other debts; the occurrence of certain bankruptcy and insolvency events; the occurrence of certain ERISA events; lack of judgment; cessation of activity; the impossibility or illegality of execution of the loan documents; the ineffectiveness of any material provision of any loan document; the occurrence of a significant adverse effect; and the occurrence of certain swap terminations.
The above summary of the credit agreement does not purport to be complete and is qualified in its entirety by reference to the complete copy of the credit agreement, which will be filed with the
as required by applicable rules.
The matters discussed in this current report on Form 8-K may constitute forward-looking statements which may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements reflect current opinions regarding future financial events and performance and may include statements regarding plans, objectives, goals, strategies, future events or performance, and underlying assumptions and others. statements, which are other than statements of historical fact. These statements may include words such as “believe”, “estimate”, “plan”, “intend”, “expect”, “plan”, “anticipate” and similar expressions in connection with any discussion. about the time or nature of future operational or financial performance or other events.
These forward-looking statements are based on various assumptions, many of which, in turn, are based on other assumptions, including, without limitation, a review of historical operating trends, data in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, as these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the control of the Company, the Company cannot assure you that it will meet or fulfill these expectations. , beliefs or projections.
Important factors which, in the opinion of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of global economies and currencies, general market conditions, including changes in charter rental rates and vessel values, changes in demand which may affect the attitude of time charterers towards scheduled and unplanned dry-docking, changes in operating expenses of vessels, including the costs of drydocking and insurance, or actions taken by regulatory authorities, the ability of the Company’s counterparties to meet their obligations under sales agreements, ‘timely charter and other agreements, potential liability for future litigation, domestic and international political conditions, potential disruption of r maritime routes due to accidents and political events or terrorist acts.
The risks and uncertainties are described in more detail in the reports filed by the Company with the
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