Type 10-Q Journey Source Carrying Corp. Revolving Credit Score Rating Premises

Type 10-Q Journey Source Carrying Corp. Revolving Credit Score Rating Premises

Questionnaire [Sections 13 or 15(d)]

6. Records Payable

Rotating Credit Score Rating Facility

On August 5, 2020, QRHC and some of its residential subsidiaries entered into a Loan, protection and Guaranty Agreement (the “BBVA mortgage Agreement”) with BBVA United States Of America, as a loan provider, and as administrative agent, collateral agent, and issuing bank, that provides for a credit premises (the “ABL Facility”) comprising the following:

An asset-based revolving credit score rating establishment from inside the optimum primary quantity of $15.0 million with a sublimit for issuance of letters of credit score rating as high as 10per cent of the max primary amount of the revolving credit premises. Each loan underneath the revolving credit premises carries interest, during the borrowers’ choice, at either the bottom price, as well as the Applicable Margin, and/or LIBOR credit Rate your Interest years in essence, in addition to the Applicable Margin, in each situation as defined inside BBVA Loan contract. The maturity go out of revolving credit score rating center was August 5, 2025. The revolving credit score rating center includes an accordion ability permitting the revolving credit score rating premises are enhanced by around $10 million.

an equipment loan premises in optimum principal quantity of $2.0 million. Financing according to the products mortgage facility can be wanted whenever you want until August 5, 2023. Each loan within the devices loan establishment holds interest, at the consumers’ option, at either the beds base Rate, plus 1.75per cent, or perhaps the LIBOR credit Rate when it comes to Interest cycle ultimately, plus 2.75per cent. The maturity date associated with gear financing center are August 5, 2025.

Particular of QRHC’s home-based subsidiaries would be the borrowers underneath the BBVA Loan contract. QRHC and another of their domestic subsidiaries are guarantors underneath the BBVA financing Agreement. As security for all the requirements from the consumers under the BBVA Loan arrangement, (i) the individuals in BBVA financing Agreement has issued an initial consideration lien on significantly their physical and intangible personal home, such as a pledge associated with the capital inventory and account interests, as applicable, of certain of QRHC’s direct and secondary subsidiaries, and (ii) the guarantors beneath the BBVA Loan arrangement bring provided a first top priority lien in the funds inventory and account welfare, as relevant, of particular of QRHC’s drive and indirect residential subsidiaries.

The BBVA Loan contract includes particular economic covenants, such as at least fixed cost insurance coverage ratio. In addition, the BBVA financing Agreement have bad covenants restricting, among other things, further indebtedness, transactions with affiliates, added liens, profit of possessions, returns, expenditures and advances, prepayments of financial obligation, mergers and purchases, also situation typically constrained such agreements. The BBVA financing arrangement also includes customary happenings of standard, such as installment defaults, breaches of representations and guarantees, covenant non-payments, activities of personal bankruptcy and insolvency, modification of control, and problem of every guaranty or protection data giving support to the BBVA Loan Agreement to be in complete power and influence. Upon the occurrence of a meeting of standard, the exceptional responsibilities underneath the BBVA Loan contract may be accelerated and turn into right away because of and payable.

The ABL premises carries interest, at the choice, at either the Base rates, as defined when you look at the BBVA financing Agreement, plus a margin which range from 0.75% to 1.25per cent (3.0% at the time of September 30, 2020), and/or LIBOR Lending price your interest duration in essence, plus a margin ranging from 1.75per cent to 2.25per cent (no borrowings since September 30, 2020).

Regarding the the ABL center, we compensated BBVA USA a fee of $50,000 and sustained other direct outlay of around $166,877, that are getting amortized during the lifetime of the ABL center.

The BBVA Loan Agreement replaced all of our financing, Security and Guaranty arrangement, outdated by March 24, 2017, with residents financial, National Association (the “Citizens mortgage Agreement”), that has been paid down and terminated effective August 5, 2020. We tape-recorded $167,964 in reduction on extinguishment of personal debt in connection with this financing termination, like the write-off of the unamortized part of financial obligation issuance costs and costs directly linked to the financing reward.

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