for the issuance of short-term swingline loans. The ABL Credit Agreement also allows the Borrower to request the establishment of one or more additional revolving commitments in an aggregate amount subject to specified terms and conditions. The availability of credit under the ABL Facility is limited by a borrowing base, which is 85% of the eligible accounts receivable of the Borrowers, plus the lesser of 60% of the cost and 85% of the net orderly liquidation value of eligible inventory, plus the lesser of 60% of the cost and 85% of the net orderly liquidation value of eligible in-transit inventory (subject to a $5 million cap), less any reserves established by the administrative agent, all as defined in the ABL Credit Agreement.
Interest. When the average quarterly Availability (as defined in the ABL Credit Agreement) is equal to or less than 50% of the aggregate revolving commitment, advances will generally bear interest at (at the Company’s election) either (a) 1.00% per annum plus the greatest of (i) the published prime commercial lending rate, (ii) the Federal Funds Rate, as in effect from time to time (which in no event shall be less than zero), plus 0.50% per annum, and (iii) the Adjusted LIBO Rate (as defined in the ABL Credit Agreement) determined on a daily basis for an interest period of one (1) month, plus 1.00% per annum or (b) 2.00% per annum plus the Adjusted LIBO Rate for the applicable interest period multiplied by the statutory reserve rate. If the LIBO Rate (as defined in the ABL Credit Agreement) that is used to determine the Adjusted LIBO Rate for the applicable interest period is less than 0.50%, such rate shall be deemed to be 0.50% for purposes of calculating the foregoing interest rates in the Term Loan Credit Agreement. When the average quarterly Availability (as defined in the ABL Credit Agreement) is greater than 50% of the aggregate revolving commitment, advances will generally bear interest at (at the Company’s election) either (a) 0.75% per annum plus the greatest of (i) the published prime commercial lending rate, (ii) the Federal Funds Rate, as in effect from time to time (which in no event shall be less than zero), plus 0.50% per annum, and (iii) the Adjusted LIBO Rate determined on a daily basis for an interest period of one (1) month, plus 1.00% per annum or (b) 1.75% per annum plus the Adjusted LIBO Rate for the applicable interest period multiplied by the statutory reserve rate. If the LIBO Rate that is used to determine the Adjusted LIBO Rate for the applicable interest period is less than 0.50%, such rate shall be deemed to be 0.50% for purposes of calculating the foregoing interest rates in the Term Loan Credit Agreement.
Maturity. The final maturity date of the ABL Credit Agreement is March 22, 2026.
Financial Covenant. The ABL Credit Agreement requires the Company to have a Fixed Charge Coverage Ratio (as defined in the ABL Credit Agreement) of not less than 1.0 to 1.0 at any time when the Availability (as defined in the ABL Credit Agreement) of the Borrower is less than 12.50% of the revolving commitments.
General New Facility Terms
Guarantee and Security. The Company’s obligations under the Term Loan Facility and the ABL Facility are guaranteed by each of the Company’s direct and indirect, existing and future material, domestic subsidiaries, subject to customary exceptions and limitations. The Term Loan Facility and the ABL Facility are each secured by a perfected lien over substantially all of the Company’s and each guarantor’s assets, including certain real property owned by the Company and the guarantors, subject to certain customary exceptions.
General Terms and Covenants. The ABL Credit Agreement and the Term Loan Credit Agreement include customary representations, warranties and negative and affirmative covenants, as well as customary events of default and certain cross default provisions that could result in acceleration of the ABL Credit Agreement or the Term Loan Credit Agreement.
The foregoing description of the Purchase Agreement, the Certificate of Designation, the Warrants, Board Observer Agreement, the Term Loan Credit Agreement and the ABL Credit Agreement is only a summary and is qualified in its entirety by the full text of the Purchase Agreement, the Certificate of Designation, the Warrant, the Board Observer Agreement, the Term Loan Credit Agreement and the ABL Credit Agreement, which are filed as Exhibits 10.1, 3.1, 4.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On March 22, 2021, the Company used the proceeds from the Financing Transaction and the New Credit Facility to prepay all outstanding obligations under its existing credit facility made available to the Company under the Second Amended and Restated Credit Agreement, dated as of December 19, 2019, by and among the Company, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Truist Bank, as successor by merger to SunTrust Bank, as administrative agent and collateral agent (the “Existing Credit Agreement”).