Item 1.01 Conclusion of a Material Definitive Agreement.
A copy of the CNX Credit Agreement and the CNXM Credit Agreement are filed as Exhibits 10.1 and 10.2 hereof, respectively, and are incorporated herein by reference. The description of the CNX Credit Agreement and the CNXM Credit Agreement in this Form 8-K is a summary and is qualified in its entirety by the terms of the CNX Credit Agreement and the CNXM Credit Agreement, as per the case.
CNX credit agreement
The CNX Credit Agreement provides for a secured revolving credit facility (the âCNX Credit Facilityâ) with an aggregate principal amount outstanding of up to
Availability under the CNX Credit Facility, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of bona fide lenders in calculating a loan value. of the Company’s proved reserves.
Interest on outstanding debt under the CNX Credit Facility currently accrues, at the option of the Company, at a rate based on:
⢠the highest of (i)PNC Bank, National Association's prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month LIBOR rate plus 1.0%, in each case, plus a margin ranging from 0.75% to 1.75%; or ⢠the LIBOR rate plus a margin ranging from 1.75% to 2.75%.
The CNX credit facility matures on
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The CNX credit facility requires compliance with conditions precedent that must be met before any borrowing as well as continued compliance with certain positive and negative covenants to which CNX and certain of its subsidiaries must adhere.
Affirmative pacts include, among others: (i) preservation of existence; (ii) payment of obligations, including taxes; (iii) maintenance of property, insurance, leases, books and records and major contracts; (iv) respect for laws; (v) use of the product; (vi) subordination of inter-company loans; (vii) anti-terrorism laws; and (viii) guarantees.
CNX’s credit facility covenants include restrictions on the ability of CNX and its subsidiary guarantors, except in certain circumstances, to: (i) create, contract, assume or incur indebtedness; (ii) create or allow the existence of privileges on their properties; (iii) prepay certain indebtedness unless there is no default or event of default under the CNX credit facility; (iv) make or pay dividends or distributions in excess of certain amounts; (v) merge with or into another person, liquidate or dissolve; or acquire all or substantially all of the assets of an active business or an active line of business or acquire all or a substantial part of the assets of another person; (vi) make specific investments and loans; (vii) sell, transfer, assign, assign or assign its assets or properties other than in the ordinary course of business and in other selected cases; (viii) deal with any affiliate, except in the ordinary course of business, on terms no less favorable to CNX than those it would otherwise receive in an arm’s length transaction; (ix) other than CNX, issue additional shares to any person other than CNX or certain of its subsidiaries; (x) modify in any way its certificate of incorporation, by-laws or other organizational documents without notice to the lenders and, in some cases, with the consent of the lenders. In addition, the Company is required to maintain at the end of each fiscal quarter (x) a maximum net debt ratio not exceeding 3.50 to 1.00; and (y) a minimum current ratio of at least 1.00 to 1.00; both calculated in accordance with the terms and definitions determining these ratios contained in the CNX credit agreement. The CNX Credit Agreement also contains various reporting requirements.
The CNX Credit Facility also contains customary events of default, including, but not limited to, cross-default on certain other indebtedness, breaches of representations and guarantees, change of control events and breaches of covenants. restrictive.
The obligations under the CNX Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries in accordance with the Third Amended and Restated Guarantee Agreement, the Third Patent Guarantee Agreement, Trademark of trade and copyright amended and updated and various mortgages.
CNXM credit agreement
The CNXM Credit Agreement provides for a secured revolving credit facility (the âCNXM Credit Facilityâ) with an aggregate principal amount outstanding of up to
Interest on outstanding debt under the CNXM Credit Facility currently accrues, at the option of the Partnership, at a rate based on:
⢠the highest of (i)PNC Bank, National Association's prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month LIBOR rate plus 1.0%, in each case, plus a margin ranging from 1.00% to 2.00%; or ⢠the LIBOR rate plus a margin ranging from 2.00% to 3.00%.
The CNXM Credit Facility matures on
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The CNXM Credit Facility requires compliance with conditions precedent which must be met before any borrowing, as well as continued compliance with certain positive and negative restrictive covenants to which CNXM and some of its subsidiaries must adhere.
Affirmative pacts include, among others: (i) preservation of existence; (ii) payment of obligations, including taxes; (iii) maintenance of property, insurance, permits, books and records and major contracts; (iv) respect for laws; (v) use of the product; (vi) subordination of inter-company loans; (vii) anti-terrorism laws; and (viii) guarantees.
CNXM’s credit facility covenants include restrictions on the ability of CNXM, its subsidiary guarantors and certain of its non-guarantor and non-100% owned subsidiaries, except in certain circumstances, to: (i) create, contract, assume or suffer from being in debt; (ii) create or allow the existence of privileges on their properties; (iii) prepay certain indebtedness unless there is no default or event of default under the CNXM Credit Facility; (iv) make or pay dividends or distributions in excess of certain amounts; (v) merge with or into another person, liquidate or dissolve; or acquire all or substantially all of the assets of an active business or an active line of business or acquire all or a substantial part of the assets of another person; (vi) make specific investments and loans; (vii) sell, transfer, assign, assign or assign its assets or properties other than in the ordinary course of business and in other selected cases; (viii) deal with any affiliate, except in the ordinary course of business, on terms no less favorable to CNXM than those it would otherwise receive in an arm’s length transaction; (ix) modify in any way its certificate of incorporation, by-laws or other organizational documents without giving first. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set out under âArticle 1.01. Entry into a Significant Final Agreement âare incorporated in this Section 2.03 by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit Number Description of Exhibit 10.1 Third Amended and Restated Credit Agreement dated as ofOctober 6, 2021 , among CNX, certain of its subsidiaries,PNC Bank, National Association , as administrative agent and collateral agent and the lender parties thereto. 10.2 Amended and Restated Credit Agreement dated as ofOctober 6, 2021 , among CNXM, certain of its subsidiaries,PNC Bank, National Association , as administrative agent and collateral agent and the lender parties thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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