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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant. |
On November 12, 2009, Cerner Corporation (the Company) entered into a First Amendment to the
Amended and Restated Credit Agreement, among the Company; U.S. Bank, National Association, as
Administrative Agent, Lead Arranger, Swingline Lender, an Issuing Bank and a Bank; Bank of America,
N.A., as Documentation Agent, an Issuing Bank and a Bank; Commerce Bank, N.A. as a Bank; and UMB
Bank, N.A., as a Bank (the First Amendment), which First Amendment amends that certain Amended
and Restated Credit Agreement, dated as of November 30, 2006, among the Company; U.S. Bank National
Association, as Administrative Agent, Lead Arranger, Swingline Lender, Issuing Bank and a Bank;
Bank of America, N.A. (successor in interest to LaSalle Bank National Association), as
Documentation Agent and a Bank; Commerce Bank, N.A. as a Bank; and UMB Bank, N.A., as a Bank, and
which would otherwise expire on May 31, 2010 (the Credit Agreement).
Amendments to the Credit Agreement set forth in the First Amendment include: (i) the addition of
Bank of America, N.A. as an issuing bank of Letters of Credit; (ii) the ability of the Company to
increase the total amount available under the line of credit from $90,000,000 to $110,000,000 (upon
Company meeting certain additional conditions); (iii) an extension of the Credit Agreement, so that
the new expiration date is May 31, 2013; (iv) the elimination of two debt covenants (and related
exhibits), those being: a) the ratio of total funded debt to total capitalization and b) the Total
Domestic Assets minimum amount requirement; (v) increased interest and annual fees, including an
increase of the Applicable Margin for the Unused Line Fee to 0.2% (based upon Level IV, which is
determined based on the Companys Leverage Ratio and is the applicable Level for the Company on the
date hereof), an increase of the Applicable Margin for Libor Loans to 2.0% based upon Level IV, and
an increase of the Applicable Margin for Base Rate Loans to 0.0% based upon Level IV; (vi) a
reduction in the aggregate Letter of Credit Commitment for each bank to $50,000,000 from
$70,000,000, a subcommitment under the Revolving Credit Loan Commitment, and (vii) modifications and
updates to defined terms related to the above items, all as set forth in the attached Exhibit 99.1.
Capitalized terms used but not defined herein shall have the meanings set forth in the Credit
Agreement, as amended by the First Amendment. Other material terms of the Credit Agreement remain
unchanged and have been previously reported in the Companys reports on file with the SEC, all of
which are incorporated herein by reference. The above description is qualified in its entirety by
reference to the First Amendment to Credit Agreement which is filed with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
c) Exhibits