Delaware
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0-8328
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84-0608431
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Item 1.01
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Entry into a Material Definitive Agreement.
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•
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An immediate increase in the maximum debt-to-EBITDA leverage ratio from 3.00x to 3.75x, which will remain in effect through the June 30, 2016 reporting period. The maximum leverage ratio will then adjust to 3.25x through the September 30, 2016 reporting period, and will return to 3.00x as of December 31, 2016 and thereafter. If the leverage ratio is greater than 3.00x, the interest margin will be LIBOR plus 2.75%, and an undrawn fee of 0.50% will be applied. There are no other pricing modifications to the original agreement. The leverage ratio is calculated as the ratio of the Company’s consolidated funded indebtedness to the Company’s consolidated EBITDA over a trailing four-quarter period.
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•
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The minimum debt service coverage ratio of 1.35x is unchanged from the Credit Agreement. However, the calculation of debt service coverage ratio replaces depreciation expense with capital expenditures, and the definition of cash dividends is now based on 2016 dividends paid versus a trailing 12-month calculation. The amended debt service coverage ratio is now calculated as consolidated pro-forma EBITDA minus the sum of cash dividends, capital expenditures and cash paid for income taxes divided by cash paid for interest.
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•
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A reduction in the amount of U.S. borrowings available under the Credit Agreement to $65 million from $90 million. At September 30, 2015, the Company had total borrowings of $36.0 million.
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•
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Early termination of the Company’s ability to borrow funds as a term loan. The Company has had no borrowings against this feature, which was scheduled to terminate in February 2016.
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•
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A prohibition on increasing the Company’s dividend rate unless the Leverage Ratio is less than 2.00x.
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Exhibit Number
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Description
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10.1
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First Amendment to the Second Amended and Restated Credit Facility dated December 18, 2015 among the Company, JP Morgan Chase Bank, N.A. and the other parties named therein.
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99.1
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Press Release, December 18, 2015.
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DYNAMIC MATERIALS CORPORATION
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Dated: December 18, 2015
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By:
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/s/ Michael Kuta
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Michael Kuta
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Chief Financial Officer
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Level
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Leverage Ratio
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Applicable Margin for Eurocurrency, EURIBOR and CDOR Loans
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Applicable Margin for ABR and Canadian Prime Loans
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I
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1.00 > X
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1.25%
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0.25%
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II
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1.50 > X
>
1.00
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1.50%
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0.50%
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III
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2.00 > X
>
1.50
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1.75%
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0.75%
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IV
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2.50 > X
>
2.00
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2.00%
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1.00%
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V
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3.00 > X
>
2.50
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2.25%
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1.25%
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VI
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X
>
3.00
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2.75%
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1.50%
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Level
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Leverage Ratio
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Applicable Margin for Eurocurrency, EURIBOR and CDOR Loans
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Applicable Margin for ABR and Canadian Prime Loans
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I
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1.00 > X
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1.25%
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0.25%
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II
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1.50 > X
>
1.00
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1.50%
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0.50%
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III
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2.00 > X
>
1.50
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1.75%
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0.75%
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IV
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2.50 > X
>
2.00
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2.00%
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1.00%
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V
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X
>
2.50
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2.25%
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1.25%
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Level
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Leverage Ratio
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Commitment Fee Rate
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I
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1.00 > X
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0.25%
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II
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1.50 > X
>
1.00
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0.30%
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III
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2.00 > X
>
1.50
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0.35%
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IV
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2.50 > X
>
2.00
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0.40%
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V
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3.00 > X
>
2.50
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0.45%
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VI
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X
>
3.00
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0.50%
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PARENT, US BORROWER,
ALTERNATIVE CURRENCY BORROWER AND
US GUARANTOR:
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DYNAMIC MATERIALS CORPORATION
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By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Chief Financial Officer
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US BORROWER AND US GUARANTOR:
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DMC KOREA, INC.
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By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Vice President
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US BORROWER AND US GUARANTOR:
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DynaEnergetics US, INC.
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By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Vice President
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FOREIGN GUARANTOR:
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DYNAENERGETICS CANADA INC.
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By:
/s/ Ian Grieves
Name: Ian Grieves
Title: President
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FOREIGN GUARANTOR:
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DYNAMIC MATERIALS LUXEMBOURG 1 S.Á R.L.
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By:
/s/ Ian Grieves
Name: Ian Grieves
Title: Class B Director
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ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
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DYNAMIC MATERIALS LUXEMBOURG 2 S.Á R.L.
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By:
/s/ Ian Grieves
Name: Ian Grieves
Title: Class B Director
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FOREIGN GUARANTOR:
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NOBELCLAD EUROPE SA
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By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Administrator et Directeur Général
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FOREIGN GUARANTOR:
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NITRO METALL AB
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By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Director
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ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
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DYNAENERGETICS HOLDING GMBH
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By:
/s/ Ian Grieves
Name: Ian Grieves
Title: Managing Director
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ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
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DYNAENERGETICS BETEILIGUNGS GMBH
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By:
/s/ Achim Pabst
Name: Achim Pabst
Title: Managing Director
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ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
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DYNAENERGETICS GMBH & CO., KG
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By: DYNAENERGETICS BETEILIGUNGS GMBH, as general partner
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By:
/s/ Achim Pabst
Name: Achim Pabst
Title: Managing Director
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FOREIGN GUARANTOR:
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NOBELCLAD EUROPE HOLDING GmbH
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By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Managing Director
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ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
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NOBELCLAD EUROPE GmbH AND CO., KG
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By: NOBELCLAD EUROPE HOLDING GMBH, as general partner
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By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Managing Director
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FOREIGN GUARANTOR:
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ooo DYNAenergetics RUS
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By:
/s/ Eduard Nurmuhametov
Name: Eduard Nurmuhametov
Title: General Director
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FOREIGN GUARANTOR:
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DYNAENERGETICS SIBERIA LIMITED
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By:
/s/ Wilhelm Sonnenberg
Name: Wilhelm Sonnenberg
Title: General Director
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FOREIGN GUARANTOR:
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TOO KAZ DynaEnergetics
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By:
/s/ Assel Tazhenova
Name: Assel Tazhenova
Title: Managing Director
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FOREIGN GUARANTOR:
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DYNAMIC MATERIALS CORPORATION (HK) LIMITED
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By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Director
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FOREIGN GUARANTOR:
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DYNAMIC MATERIALS CORPORATION (SHANGHAI) TRADING
CO. LTD.
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By:
/s/ Bin Zhang
Name: Bin Zhang
Title: Director/Legal Representative
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FOREIGN GUARANTOR:
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DYNAENERGETICS COLOMBIA S A S EN LIQUIDACTION
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By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Director
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ADMINISTRATIVE AGENT,
US ISSUING LENDER, US SWINGLINE LENDER AND US LENDER: |
JPMORGAN CHASE BANK, N.A.
By:
/s/ Karl Thomasma
Name: Karl Thomasma
Title: Senior Underwriter
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LONDON AGENT:
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J.P. MORGAN EUROPE LIMITED
By:
Name:
Title:
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LONDON ISSUING LENDER,
EURO SWINGLINE LENDER AND ALTERNATIVE CURRENCY LENDER TO DYNAMIC MATERIALS LUXEMBOURG 2 S.Á R.L.: |
J.P. MORGAN EUROPE LIMITED
By:
Name:
Title:
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CANADIAN AGENT,
CANADIAN ISSUING LENDER AND ALTERNATIVE CURRENCY LENDER:
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JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:
/s/ Michael Tam
Name: Michael N. Tam
Title: Senior Vice President
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SYNDICATION AGENT,
US LENDER AND
ALTERNATIVE CURRENCY LENDER:
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KEYBANK NATIONAL ASSOCIATION
By:
/s/ Dru Chiesa
Name: Dru Chiesa
Title: Vice President
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DOCUMENTATION AGENT,
US LENDER AND
ALTERNATIVE CURRENCY LENDER:
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WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Patrick McCormack
Name: Patrick McCormack
Title: Vice President
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US LENDER AND
ALTERNATIVE CURRENCY LENDER: |
BANK OF AMERICA, N.A.
By:
/s/ Michael T. Letsch
Name: Michael T. Letsch
Title: Senior Vice President
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ALTERNATIVE CURRENCY LENDER:
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BANK OF AMERICA, NATIONAL ASSOCIATION (CANADA BRANCH)
By:
/s/ Medina Sales de Andrade
Name: Medina Sales de Andrade
Title: Vice President
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LENDER
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US
COMMITMENT |
ALTERNATIVE CURRENCY
COMMITMENT |
JPMorgan Chase Bank, N.A.
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$20,583,333.34
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J.P. Morgan Europe Limited / JPMorgan Chase Bank, N.A., London Branch / JPMorgan Chase Bank, N.A., Toronto Branch
1
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$3,166,666.66
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KeyBank National Association
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$15,708,333.33
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$2,416,666.67
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Wells Fargo Bank, National Association
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$15,708,333.33
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$2,416,666.67
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Bank of America, N.A.
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$13,000,000.00
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Bank of America, N.A. / Bank of America, National Association (Canada Branch)
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$2,000,000.00
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TOTAL
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$65,000,000.00
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$10,000,000.00
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•
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An immediate increase in the maximum debt-to-EBITDA leverage ratio from 3.00x to 3.75x, which will remain in effect through the June 30, 2016 reporting period. The maximum leverage ratio will then adjust to 3.25x through the September 30, 2016 reporting period, and will return to 3.00x as of December 31, 2016 and thereafter. If the leverage ratio is greater than 3.00x, the interest margin will be LIBOR plus 2.75%, and an undrawn fee of 0.50% will be applied. There are no other pricing modifications to the original agreement. The leverage ratio is calculated as the ratio of the Company’s consolidated funded indebtedness to the Company’s consolidated EBITDA over a trailing four-quarter period.
|
•
|
The minimum debt service coverage ratio of 1.35x is unchanged from the original agreement. However, the calculation of debt service coverage ratio replaces depreciation expense with capital expenditures, and the definition of cash dividends is now based on 2016 dividends paid versus a trailing 12-month calculation. The amended debt service coverage ratio is now calculated as consolidated pro-forma EBITDA minus the sum of cash dividends, capital expenditures and cash paid for income taxes divided by cash paid for interest.
|
•
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A reduction in the amount of U.S. borrowings available under the Credit Agreement to $65 million from $90 million. At September 30, 2015, the Company had total borrowings of $36.0 million.
|
•
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Early termination of the Company’s ability to borrow funds as a term loan. The Company has had no borrowings against this feature, which was scheduled to terminate in February 2016.
|
•
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A prohibition on increasing the Company’s dividend rate unless the Leverage Ratio is less than 2.00x.
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