Type 10-Q Search Site Holding Corp. Revolving Credit Center

Sydney [Sections 13 or 15(d)]

6. Records Payable

Rotating Credit Score Rating Premises

On August 5, 2020, QRHC and particular of the home-based subsidiaries entered into that loan, protection and Guaranty arrangement (the “BBVA mortgage Agreement”) with BBVA United States Of America, as a lender, so when management agent, equity representative, and giving lender, which provides for a credit score rating establishment (the “ABL Facility”) containing the immediate following:

An asset-based revolving credit score rating facility in max main amount of $15.0 million with a sublimit for issuance of letters of credit as high as 10percent in the max main amount of the revolving credit premises. Each mortgage according to the rotating credit establishment carries interest, at the individuals’ alternative, at either the Base speed, plus the Applicable Margin, or perhaps the LIBOR financing speed when it comes down to Interest course ultimately, and the Applicable Margin, in each situation as identified inside BBVA Loan contract. The readiness day with the revolving credit score rating premises try August 5, 2025. The revolving credit establishment includes an accordion feature permitting the revolving credit score rating premises to-be increasing by doing $10 million.

an equipment loan establishment in max major amount of $2.0 million. Financial loans beneath the equipment financing facility are asked for at any time until August 5, 2023. Each financing according to the equipment financing establishment contains interest, within consumers’ option, at either the bottom Rate, plus 1.75percent, or even the LIBOR Lending rates when it comes down to Interest duration in essence, plus 2.75percent. The maturity day of this gear mortgage center are August 5, 2025.

Particular of QRHC’s domestic subsidiaries would be the borrowers within the BBVA Loan contract. QRHC and one of the home-based subsidiaries include guarantors under the BBVA Loan arrangement. As security for any duties for the consumers underneath the BBVA mortgage Agreement, (i) the borrowers under the BBVA mortgage contract have issued a primary top priority lien on considerably all their real and intangible personal property, like a pledge of this investment inventory and account appeal, as relevant, of particular of QRHC’s drive and secondary subsidiaries, and (ii) the guarantors beneath the BBVA Loan Agreement need approved an initial priority lien on the capital stock and membership appeal, as applicable, of specific of QRHC’s drive and secondary residential subsidiaries.

The BBVA Loan Agreement have particular economic covenants, including the absolute minimum fixed cost insurance coverage proportion. Additionally, the BBVA mortgage arrangement has adverse covenants limiting, among other things, added indebtedness, purchases with associates, extra liens, sale of assets, returns, assets and advances, prepayments of obligations, mergers and acquisitions, alongside procedure customarily restricted in such agreements. The BBVA Loan Agreement also incorporates customary happenings of default, such as fees non-payments, breaches of representations and warranties, covenant non-payments, occasions of bankruptcy proceeding and insolvency, changes of control, and problem of any guaranty or protection document supporting the BBVA Loan Agreement to be in full force and impact. Upon the occurrence of a meeting of standard, the outstanding responsibilities underneath the BBVA mortgage arrangement may be expidited and be right away due and payable.

The ABL Facility contains interest, at our choice, at either the beds base speed, as explained for the BBVA financing contract, plus a margin ranging from 0.75per cent to 1.25percent (3.0per cent as of Sep 30, 2020), or the LIBOR Lending speed for interest cycle in effect, plus a margin which range from 1.75per cent to 2.25% (no borrowings at the time of Sep 30, 2020).

In connection with the ABL center, we settled BBVA American a fee of $50,000 and obtain various other direct bills of approximately $166,877, that are being amortized on the life of the ABL premises.

The BBVA Loan arrangement changed all of our Loan, safety and Guaranty arrangement, dated since March 24, 2017, with people Bank, nationwide Association (the “Citizens Bank Loan Agreement”), which was repaid and terminated effective August 5, 2020. We taped $167,964 in loss on extinguishment of debt regarding the this mortgage termination, like the write-off associated with unamortized portion of obligations issuance prices and charge immediately associated with the financing compensation.

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