Type 10-Q Journey Reference Holding Corp. Revolving Credit Score Rating Premises

Type 10-Q Journey Reference Holding Corp. Revolving Credit Score Rating Premises

Questionnaire [Sections 13 or 15(d)]

6. Notes Payable

Rotating Credit Score Rating Facility

On August 5, 2020, QRHC and particular of the home-based subsidiaries inserted into that loan, Security and Guaranty arrangement (the “BBVA mortgage Agreement”) with BBVA USA, as a loan provider, so that as management agent, collateral broker, and giving financial, which offers for a credit score rating center (the “ABL Facility”) containing the following:

An asset-based revolving credit center within the optimum principal number of $15.0 million with a sublimit for issuance of characters of credit of up to 10% associated with optimal main number of the revolving credit facility. Each loan in rotating credit score rating premises bears interest, during the borrowers’ option, at either the Base price, plus the relevant Margin, and/or LIBOR financing Rate the Interest Period in essence, plus the relevant Margin, in each instance as defined when you look at the BBVA financing contract. The readiness date for the revolving credit premises try August 5, 2025. The revolving credit score rating establishment consists of an accordion ability allowing the revolving credit center as increasing by up to $10 million.

a machines financing premises into the max major amount of $2.0 million. Financing underneath the machines financing premises is likely to be wanted whenever you want until August 5, 2023. Each mortgage according to the products mortgage establishment carries interest, during the borrowers’ alternative, at either the beds base Rate, plus 1.75percent, and/or LIBOR credit price for Interest stage in essence, plus 2.75%. The maturity big date associated with the machines loan center was August 5, 2025.

Select of QRHC’s home-based subsidiaries will be the consumers underneath the BBVA financing Agreement. QRHC and another of the home-based subsidiaries is guarantors within the BBVA Loan arrangement. As safety when it comes to obligations with the borrowers underneath the BBVA mortgage contract, (i) the consumers within the BBVA financing contract bring provided a primary concern lien on substantially all their tangible and intangible private property, including a pledge from the investment inventory and membership welfare, as applicable, of certain of QRHC’s direct and secondary subsidiaries, and (ii) the guarantors in BBVA Loan arrangement have actually granted a first priority lien throughout the investment stock and membership appeal, as appropriate, of some of QRHC’s direct and secondary home-based subsidiaries.

The BBVA financing arrangement consists of certain economic covenants, including the absolute minimum fixed cost coverage ratio. Furthermore, the BBVA financing contract consists of unfavorable covenants limiting, on top of other things, additional indebtedness, deals with affiliates, added liens, deals of assets, returns, investment and advances, prepayments of financial obligation, mergers and purchases, and other material typically restricted such agreements. The BBVA mortgage contract also incorporates traditional activities of standard, including payment defaults, breaches of representations and guarantees, covenant non-payments, happenings of bankruptcy and insolvency, changes of regulation, and problems of any guaranty or protection data giving support to the BBVA mortgage contract to stay full power and impact. Upon the incident of a meeting of default, the outstanding commitments under the BBVA mortgage arrangement may be expidited and be straight away because of and payable.

The ABL premises bears interest, at our very own solution, at either the Base Rate, as identified when you look at the BBVA mortgage Agreement, plus a margin ranging from 0.75percent to 1.25per cent (3.0percent since Sep 30, 2020), or even the LIBOR financing rates the interest course essentially, plus a margin including 1.75per cent to 2.25percent (no borrowings at the time of Sep 30, 2020).

Associated with the ABL premises, we settled BBVA United States Of America a charge of $50,000 and obtain additional drive prices of around $166,877, which are being amortized on the longevity of the ABL center.

The BBVA Loan Agreement replaced our very own mortgage, safety and Guaranty arrangement, outdated at the time of February 24, 2017, with residents lender, state organization (the “Citizens financial loan Agreement”), which was paid off and ended efficient August 5, 2020. We recorded $167,964 in loss on extinguishment of obligations regarding the this mortgage termination, like the write-off on the unamortized part of personal debt issuance expenses and fees directly linked to the mortgage payoff.