INFUSYSTEM HOLDINGS, INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements a

Edgar Glimpses |

Item 1.01. Entry into a Material Definitive Agreement.

On , InfuSystem Holdings, Inc., (the "Company"), and its direct and indirect subsidiaries, entered into the Fifth Amendment to Credit Agreement (the "Amendment") with JPMorgan Chase Bank, N.A., as lender (the "Lender"), which amends the credit agreement among the Company, its direct and indirect subsidiaries (together with the Company, collectively, the "Borrowers"), and the Lender, entered into on (as amended, the "Credit Agreement"). Capitalized terms used but not otherwise defined herein have the meaning set forth in the Amendment. The Amendment amended the Credit Agreement to, among other things:



  ? increase the Capital Expenditure Loan Commitment to $8,000,000;




  ? increase the Revolving Commitment to $11,000,000;




  ? revise the definition of EBITDA to include the following additional add-back
    adjustments: (i) fees and charges in an aggregate amount not to exceed
    $250,000 incurred prior to  relating to the Borrowers'
    integration of business previously served by another major provider of
    electric oncology pumps; and (ii) lease buyout expenses not to exceed: (x)
    $100,000 incurred on or prior to ; and (y) $180,000 incurred
    after  but on or prior to ;




  ? revise the definition of Fixed Charge Coverage Ratio to provide that, in
    determining such ratio for the 2019 fiscal year, the unfinanced portion of
    Capital Expenditures will be calculated as the unfinanced portion of Capital
    Expenditures minus up to $7,000,000 in the unfinanced portion of Capital
    Expenditures made from cash on hand;




  ? revise Section 6.01(e) of the Credit Agreement, which governs the amount of
    permitted Indebtedness to finance the acquisition, construction or improvement
    of any fixed or capital assets, to limit such Indebtedness to the sum of: (i)
    $33,096.05 (the approximate aggregate outstanding principal amount of such
    indebtedness at ); plus (ii) an additional amount of
    $2,025,000 incurred after , as such amount may be reduced
    from time to time; and




  ? revise Section 6.12(a) of the Credit Agreement, which governs the permitted
    Leverage Ratio, to provide that the Borrowers will not permit the Leverage
    Ratio to exceed: (i) 3.25 to 1.0 between  and ;
    (ii) 3.75 to 1.0 between  and ; (iii) 3.50 to 1.0
    between  and ; or (iv) 3.25 to 1.0 at any time
    on or after .



This summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.



The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.

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Item 7.01. Regulation FD.



On , the Company issued a press release announcing the Amendment to the Credit Agreement described in Item 1.01 above and disclosing additional information regarding the Company's business. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.




(d)    Exhibits



Exhibit No. Description
10.1          Fifth Amendment to Credit Agreement
99.1          Press Release of InfuSystem Holdings, Inc., dated 




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