UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 14, 2018

 

 

COMMAND SECURITY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York   001-33525   14-1626307
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)

 

512 Herndon Parkway, Suite A, Herndon, Virginia 20170

(Address of principal executive offices, including zip code)

 

(703) 464-4735

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

     

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 14, 2018, Command Security Corporation (the “Company,” “we” or “us”) entered into the Ninth Amendment (the “Amendment”) to the Credit and Security Agreement, dated as of February 12, 2009, by and between the Company and Wells Fargo Bank, National Association (“Wells Fargo”) (as amended, the “Credit Agreement”).

 

The Amendment provides for an increase in the maximum revolving line of credit amount from $27,500,000 to $35,000,000.

 

A copy of the Amendment is attached to this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Index

 

Exhibit No.   Description
     
10.1   Ninth Amendment to Credit and Security Agreement, dated as of March 14, 2018, by and between Command Security Corporation and Wells Fargo Bank, National Association.

 

     

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  COMMAND SECURITY CORPORATION
     
Dated: March 19, 2018 By: /s/ N. Paul Brost
  Name: N. Paul Brost
  Title: Chief Financial Officer

 

     

 

 

 

NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

 

This Ninth Amendment to Credit and Security Agreement (this “ Ninth Amendment ”), dated as of March 14, 2018, is made by and among COMMAND SECURITY CORPORATION , a New York corporation (“ CSC ” or “ Borrower ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”).

 

WITNESSETH:

 

WHEREAS, the Borrower and Wells Fargo are parties to a certain Credit and Security Agreement dated as of February 12, 2009 (as amended by that certain Amendment to Credit and Security Agreement dated as of December 1, 2009 (the “ First Amendment ”), that certain Second Amendment to Credit and Security Agreement dated as of October 18, 2011 (the “ Second Amendment ”), that certain Third Amendment to Credit and Security Agreement dated as of November 6, 2012, that certain Fourth Amendment to Credit and Security Agreement dated as of June 30, 2014 (the “ Fourth Amendment ”), that certain Fifth Amendment to Credit and Security Agreement dated as of November 13, 2015, that certain Sixth Amendment to Credit and Security Agreement dated as of February 12, 2016, that certain Seventh Amendment to Credit and Security Agreement dated as of October 12, 2016 (the “ Seventh Amendment ”), that certain Eighth Amendment to Credit and Security Agreement dated as of March 30, 2017 (the “ Eighth Amendment ”, and as further amended, supplemented and in effect, collectively, the “ Credit Agreement ”); and

 

WHEREAS, the Borrower has requested that Wells Fargo further modify and amend certain terms and conditions of the Credit Agreement; and

 

WHEREAS, the Wells Fargo has agreed to further modify and amend certain terms and conditions of the Credit Agreement, all as provided herein.

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

 

1. Defined Terms . Capitalized terms used in this Ninth Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein.
   
2. Amendment to Recitals . The Recitals paragraph on page 1 of the Credit Agreement is hereby amended by deleting the reference to “$27,500,000” where it appears and substituting “$35,000,000” in its stead.
   
3. Amendments to Section 1 .

 

  (a) Section 1.1(a) of the Credit Agreement is hereby amended by deleting the reference to “$27,500,000” where it appears in subclause (i) and substituting “$35,000,000” in its stead.

 

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4. Amendments to Exhibit A . Exhibit A of the Credit Agreement is hereby amended as follows:

 

  i. ““Ninth Amendment” means that certain Ninth Amendment to Credit and Security Agreement by and between the Borrower and Wells Fargo dated as of the Ninth Amendment Effective Date.”
     
  ii. ““Ninth Amendment Effective Date” means March 14, 2018.”

 

5. Ratification of Loan Documents . Except as provided for herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. Borrower hereby ratifies, confirms, and reaffirms all representations, warranties, and covenants contained therein and acknowledges and agrees that the Indebtedness, as modified hereby, are and continue to be secured by the Collateral. Borrower warrants and represents to Wells Fargo that as of the date hereof, no Event of Default has occurred and is continuing. Borrower acknowledges and agrees that Borrower does not have any offsets, defenses, or counterclaims against Wells Fargo thereunder, and to the extent that any such offsets, defenses, or counterclaims may exist, Borrower hereby WAIVES and RELEASES Wells Fargo therefrom.
   
6. Ninth Amendment Fee . In addition to the other fees described in the Credit Agreement for which the Borrower is obligated to pay to Wells Fargo, in consideration of Wells Fargo’s entering into this Ninth Amendment, the Borrower shall pay to Wells Fargo a fee (the “ Ninth Amendment Fee ”) in the amount of Fifteen Thousand Dollars ($15,000) simultaneous with the execution and delivery of this Ninth Amendment to Wells Fargo, which Ninth Amendment Fee shall be fully and irrevocably earned by Wells Fargo as of such date, and is non-refundable to the Borrower.
   
7. Conditions Precedent . This Ninth Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of Wells Fargo:

 

  (a) This Ninth Amendment shall have been duly executed and delivered by the respective parties thereto, and shall be in full force and effect and shall be in form and substance satisfactory to Wells Fargo.
     
  (b) Wells Fargo shall have received the documents, instruments and agreements set forth on the closing checklist for this Ninth Amendment.
     
  (c) Without limiting subclause (b), all action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Ninth Amendment shall have been duly and effectively taken and evidence thereof reasonably satisfactory to Wells Fargo shall have been provided to Wells Fargo.
     
  (d) The Borrower shall have paid the Ninth Amendment Fee.
     
  (e) No Event of Default shall have occurred and be continuing.
     
  (f) The Borrower shall have paid all reasonable and documented costs and expenses of Wells Fargo, including, without limitation, reasonable attorneys’ fees in connection with the preparation, negotiation, execution and delivery of this Ninth Amendment as well as any outstanding invoices.

 

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8. Miscellaneous .

 

  (a) This Ninth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.
     
  (b) This Ninth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
     
  (c) Any determination that any provision of this Ninth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Ninth Amendment.
     
  (d) The Borrower warrants and represents that the Borrower has consulted with independent legal counsel of the Borrower’s selection in connection with this Ninth Amendment and is not relying on any representations or warranties of Wells Fargo or its counsel in entering into this Ninth Amendment.

 

[Remainder of Page Left Blank Intentionally]

 

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IN WITNESS WHEREOF, each party hereto has executed this Ninth Amendment as a sealed instrument under the laws of the Commonwealth of Massachusetts through its authorized officer as of the date set forth above.

 

  COMMAND SECURITY CORPORATION
     
  By: /s/ N. Paul Brost
  Name: N. Paul Brost
  Title: Chief Financial Officer
     
  WELLS FARGO BANK, NATIONAL ASSOCIATION
     
  By: /s/ James A. Kelly
  Name: James A. Kelly
  Title: Vice President

 

Signature Page to Ninth Amendment to Credit Agreement