Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant New Term Loan Facility
Under the term loan facility, the borrowers immediately borrowed
The term loan matures on
Interest on the term loan is generally payable monthly, in arrears. Interest charges on the Term Loan shall be calculated on the actual principal amount of the Term Loan outstanding at an annual rate equal to (A) in the case of Prime Rate Loans, the sum of (i) a annual rate equal to the greater of (1) 2.0%, (2) the federal funds rate plus 0.5%, (3) the one-month forward SOFR plus 1.0%, and (4) the commercial lending prime rate quoted by The Wall Street Journal, plus (ii) between 6.0% and 7.0% depending on the applicable leverage ratio and (B) for SOFR loans, the sum of the applicable SOFR rate plus between 7 .0% and 8.0% depending on the applicable leverage ratio.
The Borrowers and the Company have granted to the Term Lending Agent, for the benefit of the Term Lenders, a security interest in substantially all of their respective assets, including receivables, equipment, general intangibles (including including intellectual property), inventory, shares of subsidiaries, real estate property and certain other assets.
The term loan facility contains a fixed charge coverage ratio covenant and a leverage ratio covenant, each tested quarterly. The term loan facility also contains customary non-financial covenants relating to the company and the borrowers, including limitations on the ability of the borrowers to pay dividends on common stock or preferred stock, and also includes certain events of default. , including defaults of payment, breaches of representations and warranties, covenant defaults, cross defaults of other obligations, bankruptcy and insolvency, certain ERISA events, judgments exceeding specified amounts, impairments of warranties and change control.
In connection with the closing of the Term Loan Facility, the Company has also entered into a Guarantee and Security Agreement, dated
The Term Lending Agent and the Agent (as defined below) have entered into an inter-creditor agreement governing the relative priority of their security interests given by the Borrowers and the Guarantor to the Collateral, providing that the Agent will have first ranking security interest in accounts receivable, inventory, deposit accounts and certain other assets (the “Revolving Credit Senior Guarantee”) and the Term Lending Agent will have first ranking security interest in equipment, real estate, the share capital of subsidiaries and certain other assets (the “Term Loan Senior Guarantee”).
The foregoing descriptions of the agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Term Loan Facility Agreement and the Term Loan Guarantee, which are filed as Exhibits 10.1 and 10.2, respectively, of this report. .
Termination of Prior Term Loan Facility
Along with entry into the new term loan facility described above, the
Amendment to Revolving Credit Facility
. . .
Article 5.02 Departure of directors or certain officers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon closing of the Term Loan Facility and termination of the Prior Term Loan Facility, the
Item 5.03 Amendment to Articles of Incorporation of Bylaws; Change in Fiscal Year
· At all times at least two (2) members of the Board of Directors are designated as ("Special Directors"), which Special Directors shall not, and will not be, during the continuation of his or her service as a Special Director or has not been during for the five-year period prior to his or her appointment as a Special Director, (i) an employee, stockholder, or officer of the Company or any of its affiliates, (ii) a customer or supplier of the Company or any of its affiliates (other than an independent director provided by a corporate services company that provides independent directors in the ordinary course of its business), or (iii) any member of the immediate family of a person described in clause (i) or (ii). Vacancies caused by the death, resignation or removal of a Special Director may only be filled by another individual that satisfies the requirements for a Special Director. · Unless otherwise specified in the By-laws, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business, which majority shall include at least one Special Director. · The Board of Directors may only authorize any amendment to the articles of incorporation of the Company by a majority vote of the then-serving members of the Board of Directors, which majority shall include the Special Directors. In addition, the Company may only institute a proceeding to adjudicate it bankrupt, consent to the filing of any bankruptcy proceeding against it, declare insolvency or otherwise decide to liquidate, wind up, reorganize, dissolve or conduct any similar action by a majority vote of the then-serving members of the Board of Directors, which majority shall include the Special Directors. · The Company may permit one or more board observers to attend meetings of the Board of Directors and the restructuring committee thereof. · The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, shall appoint from among its members a restructuring committee consisting of the Chief Executive Officer and the Special Directors. The Chief Executive Officer serving on the restructuring committee shall act as chairman of the committee. All action by the restructuring committee shall be authorized by majority vote of its members. The restructuring committee shall have full authority (a) to commence, oversee and manage any process to (i) sell the Company's businesses and/or assets and/or (ii) consummate a refinancing transaction, and (b) to manage all aspects of the Company's restructuring efforts and strategies. The committee shall exercise such other powers as may be specifically delegated to it by the Board of Directors and act upon such matters as may be referred to it from time to time for study and recommendation by the Board of Directors or the Chief Executive Officer. · The Board of Directors may also appoint from among its own members such other committees as the Board of Directors may determine, which shall in each case consist of not less than two directors, which shall at least include the Special Directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board of Directors. · The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may appoint from among its members an executive committee consisting of three or more directors, which shall at least include the Special Directors and either the Chief Executive Officer or the President. · The By-laws of the Corporation may also be amended or repealed by the Board of Directors, including any By-law adopted, amended, or repealed by the shareholders generally, by a majority vote of the then-serving members of the Board of Directors, which majority shall include the Special Directors.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Report.
5 Item 8.01 Other Events
Item 9.01 Financial statements and supporting documents
Part number Part name
3.1 Amended and Restated Bylaws of
Hudson Technologies, Inc.10.1 Credit Agreement dated March 2, 2022by and among TCW Asset Management Company LLC, as Agent, Hudson Technologies, Inc., and the Borrowers and Lenders party thereto 10.2 Guaranty and Security Agreement dated March 2, 2022by and among the Grantors named therein and TCW Asset Management Company LLC, as Agent 10.3 Amended and Restated Credit Agreement dated March 2, 2022by and among Wells Fargo Bank, National Association, as Agent, Hudson Technologies, Inc., and the Borrowers and Lenders party thereto 10.4 First Amendment to Guaranty and Security Agreement dated March 2, 2022by and among the Grantors named therein and Wells Fargo Bank, National Association, as Agent 99.1 Press Release dated March 2, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6
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