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| HSON > SEC Filings for HSON > Form 8-K on 26-Jun-2012 | All Recent SEC Filings |
26-Jun-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob
On June 26, 2012, Hudson Global, Inc. (the "Company") and certain of its North American and U.K. subsidiaries entered into Amendment No. 2 (the "Amendment") to the Loan and Security Agreement among the Company, certain of its North American and U.K. subsidiaries and RBS Citizens Business Capital, a division of RBS Asset Finance, Inc. (the "Revolver Agreement"). The Amendment effects the following material changes to the Revolver Agreement: (1) includes non-cash stock compensation expenses in the calculation of EBITDA; (2) defines "Special 2012/2013 Restructuring Charges" as restructuring charges incurred in the fiscal quarters ending June 30, 2012, September 30, 2012, December 31, 2012 and March 31, 2013; (3) includes 50% of up to $10 million of the "Special 2012/2013 Restructuring Charges" (i.e., up to $5.0 million) in the numerator of the calculation of the Company's Fixed Charge Coverage Ratio; and (4) increases the Company's required minimum excess availability to $7.5 million until such time after December 31, 2012 that, for two consecutive fiscal quarters, the Company's Fixed Charge Coverage Ratio (calculated without including "Special 2012/2013 Restructuring Charges" in the numerator) is at least 1.1x, at which time the Company's required minimum excess availability will be reduced to $5.0 million.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
(4.1) Amendment No. 2 to Loan and Security Agreement, dated as of June 26, 2012, by and among Hudson Global, Inc. and each of its subsidiaries that are signatories thereto, as Borrowers, the lenders that are signatories thereto, as Lenders, and RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., as Agent.
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