Item 1.01 Entry into a Material Definitive Agreement.
On March 11, 2009, Citibank, N.A. and Globecomm Systems Inc. (the "Company"),
entered into a one year $50 million committed, broad-based secured credit
facility. The credit facility, which is a restatement of the Company's
previously uncommitted credit facility with Citibank, includes the following
sub-limits: (1) $30 million available for standby letters of credit; (2)
$20 million available for commercial letters of credit; (3) a line for up to two
term loans, each having a term of no more than five years, in the aggregate
amount of up to $25 million that can be used for acquisitions; and (4)
$7.5 million available for revolving credit borrowings. Additionally, the
Company has renewed its foreign exchange line in the amount of $10 million. The
credit facility will be available until March 9, 2010.
Obligations under the credit facility are secured by all the personal
property of the Company and are guaranteed by the Company's subsidiaries. The
Company's ability to borrow amounts under the credit facility is subject to
customary documentation, including security documents, satisfaction of certain
customary conditions precedent, and compliance with terms and conditions
included in the credit documents. The various covenants in the credit facility
are generally consistent with the types of covenants that were applicable under
the Company's existing credit facility. These covenants include, among other
things, customary restrictions on the Company's ability to incur indebtedness or
grant liens, pay dividends or make stock repurchases, engage in businesses other
than those engaged in on the effective date of the credit facility and similar
or related businesses, enter into transactions with affiliates, amend its
governing documents, and merge, consolidate, or dispose of assets. The Company
is also required to comply with various ongoing financial covenants, including
with respect to the Company's leverage ratio, liquidity ratio, minimum cash
balance, debt service ratio and minimum capital base. If the Company does not
comply with the various financial and other covenants and requirements of the
credit facility, Citibank, N.A. may, subject to various customary cure rights,
require the immediate payment of all amounts outstanding under the credit
facility.
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 of this Current
Report on Form 8-K and incorporated herein by reference.