On July 28, 2017, Advanced Energy Industries, Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”; capitalized terms used herein but not otherwise defined shall have their meanings as assigned in the Loan Agreement) with Bank of America N.A. (“BA”) which provides a revolving line of credit of up to $100.0 million subject to certain funding conditions through July 28, 2022. Amounts drawn may be used for permitted acquisitions, share repurchases, working capital and other general corporate purposes. Interest on amounts drawn shall be paid quarterly based upon the LIBOR Daily Floating Rate then in effect, plus between one and one-quarter (1.25%) and one and three-quarters (1.75%) percentage points depending on the Funded Debt to EBITDA ratio. Certain affiliates of the Company have also entered into corporate guaranties to which they have guaranteed the Company’s obligations under the Loan Agreement to the Guaranty Agreement dated July 28, 2017 by and among UltraVolt Group, Inc., UltraVolt, INC., AEI US Subsidiary, LLC, AEI Global Holdings, LLC, Sekidenko, Inc. and AE Solar Energy, Inc. in favor of BA. The obligations under the Loan Agreement are unsecured until the Funded Debt to EBITDA ratio exceeds 2.0 to 1.0, at which time the Company and certain affiliates’ tangible and intangible personal property will be subject to a first priority, perfected lien and security interest in favor of BA to a Security Agreement. The Company has not borrowed against this credit facility.

The Loan Agreement requires the Company to pay an unused commitment fee and certain other fees to BA and contains various affirmative and negative covenants, which, among other things, require the Company to maintain Funded Debt to EBITDA ratios and, subject to various exceptions and thresholds, restrict and limit the Company’s activities in various ways, including but not limited to: (i) limiting the payment of certain dividends; (ii) limiting other debt the Company and affiliates’ incur and making certain loans; (iii) limiting the creation of liens on the Company’s and affiliates’ assets; (iv) limiting the Company’s and affiliates’ sale of certain assets; (v) limiting the type of investment the Company and affiliates can make; (vi) limiting extraordinary corporate transactions, changes in stock ownership and board membership changes that would be viewed as a change in control of the Company; (vii) limiting certain changes in the nature of the Company’s and affiliates’ business; (viii) limiting transactions with affiliates; and (ix) other restricted activities more fully set forth in the Loan Agreement.

The description of each of the Loan Agreement, Guaranty Agreement and form of Security Agreement set forth in this Item 1.01 are qualified in their entirety by reference to the terms and provisions of the Loan Agreement, Guaranty Agreement and form of Security Agreement filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 1.01.

Item 1.01 Financial Statements and Exhibits.

ADVANCED ENERGY INDUSTRIES INC Exhibit
EX-10.1 2 exhibit101loanagreement.htm EXHIBIT 10.1 – LOAN AGREEMENT Exhibit EXHIBIT 10.1CONFORMED COPYLOAN AGREEMENTBY AND BETWEENADVANCED ENERGY INDUSTRIES,…
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About Advanced Energy Industries, Inc. (NASDAQ:AEIS)

Advanced Energy Industries, Inc. provides precision power conversion, measurement and control solutions. The Company is engaged in designing, manufacturing, selling and supporting its power conversion products and solutions, used in various applications ranging from manufacturing and industrial processes to instrumentation, and test and measurement. It operates through Precision Power segment. Its process power products enable manufacturing processes that use thin films for various products, such as semiconductor devices, flat panel displays, thin film renewables, hard and industrial coatings and architectural glass. It also supplies power control modules for controlling thermal processes, and thermal instrumentation products for temperature measurement, both of which provide solutions for thin film semiconductor, thin film industrial and heavy industry. Its remote plasma sources are used in the thin films processing industries and in gas abatement applications.