SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT Pursuant
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Securities Exchange Act of 1934
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Item 1.01Entry into a Material Definitive Agreement.
Effective as of December 23, 2020, Hurco Companies, Inc. (the “Company”), Bank of America, N.A. (the “Bank”), and certain wholly-owned subsidiaries of the Company (the “Loan Party Subsidiaries” and, together with the Company, the “Loan Parties”) entered into a Second Amendment to Credit Agreement (the “Second Amendment”). The Second Amendment amends the Credit Agreement, dated as of December 31, 2018, among the Company, the Bank, and the Loan Party Subsidiaries, as amended by that First Amendment dated as of March 13, 2020 (as so amended, the “Credit Agreement”), and other documents and/or transactions contemplated thereby, as follows:
|●||extended the scheduled maturity date under the Credit Agreement from December 31, 2020 to December 31, 2021;|
|●||increased the interest rate premium for Eurocurrency loans and letter of credit fees over LIBOR from 0.75% to 1.25%;|
|●||created a springing liquidity covenant, pursuant to which the Company agrees that if the total amount of indebtedness outstanding owed by the Company and its Taiwanese and Chinese subsidiaries to the Bank or the Bank’s affiliates (the “Specified Outstanding Amount”) exceeds $25.0 million, then the Company will not permit the amount of unrestricted cash-on-hand of the Company and its subsidiaries to be less than Specified Outstanding Amount;|
|●||created procedures and guidelines for establishing successor benchmark rates and related adjustments to interest rates accruing under the Credit Agreement if LIBOR or other underlying applicable benchmark rates are no longer available; and|
|●||reaffirming the Loan Parties’ obligations under the Credit Agreement and related loan documents, including the Loan Party Subsidiaries’ guaranty of the Company’s obligations thereunder.|
The foregoing summary of the Second Amendment is qualified in its entirety by reference to the complete terms and provisions of the Second Amendment to Credit Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Second Amendment to Credit Agreement, dated as of December 23, 2020, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 29, 2020
HURCO COMPANIES, INC.
/s/ Sonja K. McClelland_______________
Sonja K. McClelland, Executive Vice President,
Secretary, Treasurer and Chief Financial Officer