Item 1.01 Entry Into a Material Definitive Agreement.
On May 26, 2022, AutoWeb, Inc. ("Company") entered into a Fourth Amendment to
Loan, Security and Guarantee Agreement ("Credit Facility Fourth Amendment") with
CIT Northbridge Credit LLC ("CNC") to amend the Company's existing Loan,
Security and Guarantee Agreement with CNC initially entered into on March 26,
2020, as amended on May 18, 2020, July 30, 2021, and September 13, 2021 (the
existing Loan Agreement, as amended to date, is referred to herein collectively
as the "Credit Facility Agreement").
The Credit Facility Fourth Amendment provides for (i) a reduction in the minimum
borrowing usage requirement from forty percent (40%) to twenty percent (20%) of
the aggregate revolver commitments under the Credit Facility Agreement, which
results in a reduction in the minimum borrowing usage requirement from $8.0
million to $4.0 million; (ii) a reduction in the base amount used to calculate
the underusage fee from $10.0 million to $6.0 million; and (iii) application of
the approximately $4.0 million in the Company's restricted cash account used as
collateral under the Credit Facility Agreement to reduce the current outstanding
loan balance under the Credit Facility Agreement by this amount.
The Credit Facility Fourth Amendment also amends the Credit Facility Agreement
to allow the financing of insurance premiums for the 2022-2023 renewal period
under the Credit Facility Agreement and that any liens on the associated
insurance policies or proceeds thereof that secure the financing of the
insurance premiums shall be permitted liens.
The foregoing description of the Credit Facility Agreement and Credit Facility
Fourth Amendment is not complete and is qualified in its entirety by reference
to the Loan, Security and Guarantee Agreement dated as of March 26, 2020, by and
between the Company and CIT Northbridge Credit LLC, which is incorporated herein
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with
the SEC on March 26, 2020 (SEC File No. 001-34761), as amended by the First
Amendment to Loan, Security and Guarantee Agreement dated as of May 18, 2020,
which is incorporated herein by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed with the SEC on May 19, 2020 (SEC File No. 001-34761),
the Second Amendment to and Consent Under Loan, Security and Guarantee Agreement
dated as of July 30, 2021, which is incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August
2, 2021 (SEC File No. 001-34761), the Third Amendment to Loan, Security and
Guarantee Agreement, dated as of September 13, 2021, which is incorporated
herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
with the SEC on September 15, 2021 (SEC File No. 001-34761), and the Fourth
Amendment to Loan, Security and Guarantee Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 27, 2022, Michael A. Carpenter notified the Chairman of the Board of
Directors ("Board") of the Company that, effective immediately, he was resigning
his position as a member of the Board and as a member of the Board's Audit
Committee ("Audit Committee").
Mr. Carpenter was a member of the Board's Audit Committee. Mr. Michael J. Fuchs
has been appointed by the Board to serve as a member of the Audit Committee to
replace Mr. Carpenter.
--12-31
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 1, 2022, the Board approved an amendment ("Bylaw Amendment No. 2") to
Section 3.02 of the Company's Seventh Amended and Restated Bylaws ("Bylaws") to
decrease the number of authorized directors on the Board from eight (8) to five
(5) members. Bylaw Amendment No. 2 will be effective upon expiration of the term
of the Board's Class III Directors upon commencement of the 2022 Annual Meeting
of Stockholders ("Effective Time"). Bylaw Amendment No. 2 supersedes Amendment
No. 1 to the Bylaws that was previously reported and that was to be effective as
of the Effective Time to reduce the number of authorized directors of the
Company from eight (8) to seven (7).
Item 9.01 Financial Statements and Exhibits.
d. Exhibits
3.1 Amendment Number 2 to Seventh Amended and Restated Bylaws of
AutoWeb, Inc. (to be effective upon the expiration of the term of
the Class III directors upon commencement of the 2022 Annual
Meeting of Stockholders)
10.1 Fourth Amendment to Loan, Security and Guarantee Agreement dated
as of May 26, 2022, by and between AutoWeb, Inc., a Delaware
corporation, and CIT Northbridge Credit LLC.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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