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FZN > SEC Filings for FZN > Form 8-K on 9-Jun-2009All Recent SEC Filings

Show all filings for CUISINE SOLUTIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CUISINE SOLUTIONS INC


9-Jun-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibi


Item 1.01 Modification of a Material Definitive Agreement.

On June 4, 2009, Cuisine Solutions, Inc. (the "Company") amended its line of credit with Branch Banking and Trust Company ("BB&T") with a total maximum borrowing amount of $7.5 million that was due to expire June 15, 2009. The amendment extends the term of the loan agreement to June 10, 2010. This line of credit bears an annual interest rate of LIBOR plus 2.25%, includes a maximum interest rate of 7.5% and a minimum borrowing rate of 3.75% and is secured by the Company's accounts receivables and inventory.

The maximum borrowing amount available under the line of credit is subject to a borrowing base cap equal to the sum of 80% of eligible accounts receivable and the lower of 50% of eligible inventory or $3.0 million. As of June 5, 2009, $0.00 was outstanding under the line of credit and $3,833,000 was available for borrowing.

The line of credit is used to fund the Company's daily working capital needs and future business activities.

According to the terms of the Loan Agreement the Company is required to submit to BB&T a loan base report ("LBR") within fifteen days after the close of each period. The Company is also required to maintain a ratio of total indebtedness to tangible net worth not to exceed 2 to 1 and total tangible net worth plus subordinated debt of not less than $18 million, to be tested by BB&T on a quarterly basis. The Loan Agreement also contains a number of other usual and customary covenants that, among other things, limit the Company's ability to incur additional debt, create liens, sell assets, make acquisitions or capital expenditures.

The Loan Agreement also contains customary events of default, subject to specified grace periods and materiality thresholds, including defaults based on nonpayment of amount due, breach of covenants, material inaccuracy of representations and warranties, events of bankruptcy and insolvency, material judgments, dissolution and liquidation and change in control.

The description of this line of credit is qualified in its entirety by reference to the Second Amendment to Loan and Security Agreement (the "Loan Agreement") and Addendum to Promissory Note (the "Addendum" and, together with the Loan Agreement, the "Amendments") which are filed as exhibits to this report, and are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number   Description of Exhibit

     10.1        Second Amendment to Loan and Security Agreement
     10.2        Addendum to Promissory Note


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