mergers and other fundamental changes, restricted payments, repurchases and redemptions of certain indebtedness and equity, swap agreements and transactions with affiliates. In addition, in the event of a Change in Control (as defined in the New Credit Agreement), the Company must cash collateralize part or all of the lenders’ credit exposures under the New Credit Agreement if the Company fails to obtain certain credit ratings as set forth in the New Credit Agreement. Certain cash collateral may also be required in connection with defaulting lenders or as a result of an Event of Default (as defined in the New Credit Agreement).
Borrowings under the New Credit Agreement are subject to acceleration upon the occurrence of an Event of Default. The New Credit Agreement provides for customary Events of Default including, among others, a cross-default provision with respect to the Company’s and its subsidiaries’ other indebtedness in excess of $100.0 million.
As of October 2, 2018, no borrowings had been made or letters of credit issued under the New Credit Agreement.
Amendment to Existing Credit Agreement
On October 2, 2018, the Company, as borrower, Wells Fargo, as administrative agent, Wilmington Trust, National Association, as successor administrative agent, the lenders party thereto and the other parties thereto entered into Amendment No. 6 and Consent to Credit Agreement and Successor Agency Agreement (the “Amendment”), which amended the Existing Credit Agreement.
Among other things, the Amendment (i) permits the entry by the Company and DFAC into the New Credit Agreement, (ii) provides for anon-pro rata commitment reduction (the “Commitment Reduction”) for each lender under the Existing Credit Agreement which becomes a New Credit Agreement Lender with commitments under the New Credit Agreement up to the amount specified in the Amendment, (iii) reduces the commitments of the New Credit Agreement Lenders under the Existing Credit Agreement to zero, (iv) reduces the sublimit for swingline loans under the Existing Credit Agreement to zero, (v) terminates the obligations of New Credit Agreement Lenders that were acting as letter of credit issuers under the Existing Credit Agreement to issue letters of credit under the Existing Credit Agreement, (vi) provides for the resignation of Wells Fargo as administrative agent under the Existing Credit Agreement and (vii) provides for the appointment of Wilmington Trust, National Association, as the successor administrative agent under the Existing Credit Agreement. The Commitment Reduction results in the New Credit Agreement Lenders having no commitments under the Existing Credit Agreement and reduces the aggregate principal amount of commitments under the Existing Credit Agreement to $325,000,000. Under the Existing Credit Agreement, $40,000,000 of the commitments mature on March 17, 2019, $60,000,000 of the commitments mature on October 22, 2019 and $225,000,000 of the commitments mature on October 22, 2020. As of October 2, 2018, no borrowings or letters of credit were outstanding under the Existing Credit Agreement.
The foregoing descriptions are qualified in their entirety by reference to the New Credit Agreement and the Amendment, copies of which are filed as exhibits to this Current Report on Form8-K and are incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the New Credit Agreement and the Amendment.
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