GENTEX CORPORATION (NASDAQ:GNTX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On October 15, 2018, Gentex Corporation (the “Company”) entered into a Acclaim Agreement (the “Credit Agreement”) as the borrower, with PNC Bank, National Association, as the authoritative abettor (the “Agent”), and the sole lender.
to the Acclaim Agreement, the Company is borrower beneath a $150,000,000 chief revolving acclaim adeptness (the “Revolving Facility”). Beneath the agreement of the Acclaim Agreement, the Company is entitled, accountable to the achievement of assertive conditions, to added appeal an added accumulated arch bulk of up to $100,000,000. In addition, the Company is entitled, accountable to assertive agreement and conditions, to the account of beat loans from amounts contrarily accessible beneath the Revolving Adeptness in the accumulated arch bulk of up to $20,000,000 and to appeal Letters of Acclaim from amounts contrarily accessible beneath the Revolving Adeptness in the accumulated arch bulk of up to $20,000,000.
The obligations of the Company beneath the Acclaim Agreement are not secured, but are accountable to a abrogating pledge.
The absorption ante per annum applicative to loans, added than beat loans, beneath the Acclaim Agreement will be, at the Company’s advantage accountable to assertive conditions, according to either a abject bulk or a LIBOR bulk for one, two, three or six-month absorption periods called by the Company, in anniversary case added an applicative allowance percentage.
The abject bulk will be the accomplished of (i) the brief coffer allotment bulk added 0.50%, (ii) the Agent’s prime bulk or (iii) the LIBOR bulk added 1.00%. The LIBOR bulk will be according to the London interbank offered ante for U.S. Dollars quoted by Bloomberg or the adapted successor, disconnected by a cardinal according to 1 bare the best allotment in aftereffect on such day for free assets requirements, as assigned by the Board of Governors of the Federal Assets System.
The applicative allowance allotment is based on the advantage arrangement of the Company. The ambit of the applicative allowance allotment is 0.875% per annum to 1.75% per annum in the case of the LIBOR bulk and 0.00% per annum to 0.75% per annum in the case of the abject rate.
Subject to accepted accoutrement apropos beforehand termination, the Revolving Adeptness expires on October 15, 2023.
The Acclaim Agreement contains accepted representations and warranties and assertive covenants that absolute the adeptness of the Company and assertive of its subsidiaries to, amid added things: (i) acquire or agreement added indebtedness; (ii) acquire or ache to exists liens accepting indebtedness; (iii) accomplish assertive investments; (iv) dissolve, liquidate, consolidate, absorb or cleanup its affairs; (v) advertise or contrarily alteration or actuate of assertive assets; (vi) appoint in assertive affairs with affiliates; or (viii) accomplish assertive added abrogating pledges. In addition, the Acclaim Agreement contains banking covenants that admeasurement (i) the arrangement of the Company’s absolute adjourned
indebtedness net of assertive banknote to the bulk of the Company’s circumscribed EBITDA and (ii) the arrangement of the bulk of the Company’s circumscribed EBITDA to the Company’s banknote absorption expense.
The Acclaim Agreement additionally contains accepted contest of absence including, after limitation: a aperture of the representations and warranties fabricated in the accommodation abstracts entered into in affiliation with the Revolving Facility; abortion to accomplish appropriate payments; abortion to accede with assertive agreements or covenants; cross-defaults to assertive added acknowledgment in balance of authentic amounts; assertive contest of defalcation and insolvency; abortion to pay assertive judgments; and a Change of Control (as authentic therein). If such an accident of absence occurs, the lenders would be advantaged to booty assorted actions, including the dispatch of amounts due thereunder and all accomplishments acceptable to be taken by a creditor.
The aloft arbitrary of the Acclaim Agreement does not acceptation to be complete and is able in its absoluteness by advertence to the abounding argument of the Acclaim Agreement, which is absorbed as Display 10.1 to this Current Report on Form 8-K and is congenital herein by reference.
Section 2 – Banking Information
Item 2.03Creation of a Direct Banking Obligation or an Obligation Beneath an Off-Balance Sheet Arrangement of a Registrant.
See the disclosures in Item 1.01 of this Current Report on Form 8-K, which are congenital herein by reference.
Section 9 – Banking Statement and Exhibits
Item 9.01Financial Statements and Exhibits.
10.1Credit Agreement by Gentex Corporation as the Borrower, the Guarantors from Time to Time Party Hereto, and the Lenders Party Hereto, and PNC Bank, National Association, as Authoritative Agent, anachronous as of October 15, 2018.
GENTEX CORP ExhibitEX-10.1 2 creditagreement2018pncge.htm EXHIBIT 10.1 creditagreement2018pncge $150,…To appearance the abounding display bang hereAbout GENTEX CORPORATION (NASDAQ:GNTX) Gentex Corporation designs and articles automatic-dimming rearview mirrors and electronics for the automotive industry, dimmable aircraft windows for the aerodynamics industry, and bartering smoke alarms and signaling accessories for the blaze aegis industry. The Company’s segments accommodate Automotive Products and Other, which includes Blaze Aegis Products and Dimmable Aircraft Windows. The Company’s business involves designing, developing, accomplishment and business autogenous and exoteric auto-dimming automotive rearview mirrors that advance electrochromic technology to dim in admeasurement to the bulk of headlight blaze from abaft agent headlamps. The Company additionally designs, develops and articles assorted electronics appearance that are accretion to the autogenous and exoteric automotive rearview mirrors, as able-bodied as autogenous visors and aerial consoles. The Company ships its artefact to all of the automotive bearing regions beyond the world.
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