Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
Under the Senior Credit Facility, the Company has the ability to request an increase in the amount of the Senior Credit Facility or to obtain additional term loans from time to time (substantially on the same terms as that apply to existing facilities) in an aggregate amount of up to
The Senior Credit Facility matures on
Interest on the outstanding principal amount of the loans accrues at an annual rate equal to the alternative base rate, the adjusted forward SOFR rate, the adjusted simple daily SOFR rate, the adjusted EURIBOR rate or the adjusted simple daily SONIA rate, depending on the case and each as defined in the credit agreement, in each case, plus an applicable margin. The applicable margin ranges from 1.75% to 3.50% in the case of Reference Term Loans or RFR Loans, each as defined in the Credit Agreement, and from 0.75% to 2.50% in in the case of alternative base rate loans, in each case, based on the total net leverage ratio of the Company as defined in the credit agreement. Interest on Loans is payable quarterly in arrears, in the case of Alternate Base Rate Loans, on the last day of the relevant interest period, in the case of the Reference Term Loan, and monthly in arrears in the case of RFR loans. In addition, the Company is required to pay quarterly commitment fees based on a percentage of the unused portion of the revolving credit facility and quarterly letter of credit fees based on a percentage of the maximum amount available to be drawn under of each outstanding letter of credit. . The commitment fee and the letter of credit fee vary from 0.30% to 0.50% and from 1.75% to 3.50%, respectively, in each case, depending on the total net leverage ratio of the society.
The credit agreement contains customary representations and warranties, positive and negative clauses and events of default. The covenants include restrictions on the Company’s ability to, among other things, incur additional debt, create liens, make investments, give guarantees, pay dividends, sell assets and merge and consolidate. The Company is subject to financial covenants, including covenants relating to total net indebtedness and interest coverage.
The obligations of the Company under the Senior Credit Facility are guaranteed by all present and future material national subsidiaries of the Company, excluding certain material national subsidiaries which are excluded from guarantee under the terms of the Credit Agreement. . The obligations of the Company under the Senior Credit Facility and the obligations of each guarantor under its guarantee are secured by a first lien on substantially all of the respective assets of the Company or such guarantor. If an Event of Default occurs, the Required Lenders may require the Administrative Agent to declare all outstanding principal and any accrued and unpaid interest and all fees and expenses under the Senior Credit Facility immediately due and payable. All amounts outstanding under the Senior Credit Facility will automatically become due and payable upon commencement of any bankruptcy, insolvency or similar proceeding. The Credit Agreement also contains a cross-default with respect to any indebtedness of the Company the principal amount of which exceeds
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Schedule 10.1 hereto and incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description
10.1* Credit Agreement dated as of
February 3, 2022, among ModivCare Inc., the co-syndication agents party thereto, the co-documentation agents party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
* Certain appendices and exhibits have been omitted in accordance with SK Rule 601(a)(5). Descriptions of schedules and omitted exhibits are contained in the credit agreement.
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