JANEL CORPORATION (OTCMKTS:JANL) Files An 8-K Entry into a Material Definitive Agreement

JANEL CORPORATION (OTCMKTS:JANL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry Into a Material Definitive Agreement.

On November 20, 2018, Janel Group, Inc. and The Janel Group of Georgia, Inc., each a wholly-owned subsidiary of Janel Corporation (the “Company”), as borrowers, the Company and its wholly-owned subsidiary, Aves Labs, Inc. (“Aves”), as loan party obligors, and Honor Worldwide Logistics LLC (“Honor WW”), HWL Brokerage LLC (“HWL”) and Global Trading Resources, Inc. (“Global”), as new borrowers, entered into the Limited Waiver, Joinder and Second Amendment (“Amendment No. 2”) to the Loan and Security Agreement, dated October 17, 2017 (as amended by the Limited Waiver, Joinder and First Amendment dated as of March 21, 2018, the “Loan Agreement”), with Santander Bank, N.A., in its capacity as Lender. to, and among other changes effected by, Amendment No. 2: (1) Honor WW, HWL and Global were added as new borrowers under the Loan Agreement; (2) Aves was released as a loan party obligor under the Loan Agreement; (3) the maximum revolving facility amount available was increased from $11.0 million to $17.0 million (limited to 85% of the borrowers’ eligible accounts receivable borrowing base and reserves); (4) the foreign account sublimit was increased from $2.0 million to $2.5 million; (5) the letter of credit limit was increased from $500,000 to $1.0 million; (6) the definitions of “Debt Service Coverage Ratio,” “Debt Service Coverage Ratio (Borrower Group)” and “Loan Party” were restated; (7) the permitted acquisition debt basket was increased from $2.5 million to $4.0 million; and (8) the permitted indebtedness basket was increased from $500,000 to $1.0 million.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 2, which is filed herewith as Exhibit 10.1 and is 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 information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Limited Waiver, Joinder and Second Amendment, dated November 20, 2018, to the Loan and Security Agreement, by and among Janel Group, Inc., The Janel Group of Georgia, Inc., Aves Labs, Inc., Honor Worldwide Logistics LLC, HWL Brokerage LLC, Global Trading Resources, Inc., Janel Corporation and Santander Bank, N.A.


JANEL CORP Exhibit
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 EXHIBIT 10.1 LIMITED WAIVER,…
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About JANEL CORPORATION (OTCMKTS:JANL)

Janel Corporation, formerly Janel World Trade Ltd., is a holding company. The Company, through its subsidiaries, provides logistics services for importers and exporters across the world. It serves industries, such as heavy machinery/project cargo, electronics, household items, textiles, personal effects, and food and perishable items. The Company operates through full service cargo transportation logistics management segment. Its air services include airport to airport/door to door or combination, load consolidation, global air charter service, special handling-heavy lift, oversized cargo, complete documentation services, customs clearance and load tracking, and ocean services include full container load, less-than-container load, non-containerized load, project cargo, port to port/door to door or combination, complete documentation services, customs clearance and load tracking. In addition, the Company provides customs brokerage services.

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