On April12, 2018, the ZAGG Inc, a Delaware corporation ("the Company") entered into an Amended and Restated Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, KeyBanc Capital Markets Inc., as Sole Lead Arranger and Sole Book Runner, and the other lenders party thereto.

The Credit Agreement consists of a $85.0 million secured revolving credit facility (the “Revolver” and any advances thereunder, the “Revolving Loan”), which is not subject to borrowing base limitations. At the Company’s option, up to $8.5 million of the Revolver may be made available as swing line loans. In addition, at the Company’s option, up to $40.0 million of the Revolver may be made available for the issuance of letters of credit.

The payment obligations of the Company under the Credit Agreement are guaranteed by the Company’s U.S. subsidiaries and are secured by substantially all of the existing and future personal property of the Company and its U.S. subsidiaries, a 50% pledge of the equity interests of the Company’s U.S. subsidiaries and first-tier foreign subsidiaries (other than voting equity interests in excess of 65% of any such foreign subsidiary that is a Controlled Foreign Corporation) (in each case, subject to certain exceptions).

The Revolving Loan initially bears interest at an annual rate, at the Company’s option, of (i) the Base Rate (as defined in the Credit Agreement) plus a margin of 0.25% to 1.375% based on the prior quarter-end Leverage Ratio or (ii) the Eurodollar Rate (as defined in the Credit Agreement) plus a margin of 1.25% to 2.375% based on the prior quarter-end Leverage Ratio. The Revolving Loan matures April 11, 2023, subject to early termination in the event of default.

In addition, the Company is required to pay a monthly Applicable Commitment Fee Rate (as defined in the Credit Agreement) that can fluctuate between 0.175% and 0.275% based on the Leverage Ratio (as defined in the Credit Agreement). The monthly commitment fee is calculated as the Maximum Revolving Amount (as defined in the Credit Agreement) at the end of such day, minus the Revolving Credit Exposure (exclusive of the Swing Line Exposure) (each as defined in the Credit Agreement) at the end of such day, multiplied by the Applicable Commitment Fee Rate in effect on such day divided by three hundred sixty (360). The commitment fee shall be payable quarterly in arrears, commencing on July 1, 2018 and continuing on each regularly scheduled payment date thereafter.

The Credit Agreement contains customary representations and warranties and restrictive covenants. The Credit Agreement also contains affirmative and negative covenants requiring, among other things, the Company to meet certain financial ratio tests and to provide certain information to the lenders. The Credit Agreement also includes financial maintenance covenants that require compliance with a Leverage Ratio and a Fixed Charge Coverage Ratio (each as defined in the Credit Agreement), tested at the end of each fiscal quarter commencing with the fiscal quarter ending June 30, 2018.

The Credit Agreement also contains customary events of default. If an event of default occurs, the lenders under the Credit Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all other actions permitted to be taken by a secured creditor.

The foregoing summary is qualified in its entirety by reference to the Credit Agreement and other loan documents attached hereto as Exhibits 10.1 to 10.5, and incorporated herein by reference.

ZAGG Inc Exhibit
EX-10.1 2 a20180412exhibit101.htm EXHIBIT 10.1 Exhibit AMENDED AND RESTATEDCREDIT AND SECURITY AGREEMENTamongZAGG INCas BorrowerTHE LENDERS NAMED HEREINas LendersandKEYBANK NATIONAL ASSOCIATIONas Administrative Agent,…
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About ZAGG INC (NASDAQ:ZAGG)

ZAGG Inc (ZAGG) designs, produces and distributes professional product solutions for mobile devices, including screen protection (glass and film), keyboards for tablet computers and mobile devices, keyboard cases, earbuds, mobile power solutions, cables, and cases under the ZAGG and InvisibleShield brands. In addition, the Company designs, produces and distributes earbuds, headphones, mobile power solutions, Bluetooth speakers, cases and cables for mobile devices under the iFrogz brand in the fashion and youth oriented lifestyle sector. The Company designs product solutions for users of mobile devices, and sells these products to consumers through global distribution partners and online. The Company offers products for various market segments of handheld electronic devices, including smartphones, tablets, notebook computers, laptops, gaming devices, global positioning system (GPS) devices, watch faces, and similar devices and surfaces.