Item 1.01 Entry into a Material Definitive Agreement.
On July 14, 2014, the Company executed a three-year Credit Agreement
("Agreement") for a senior secured financing facility with PNC Bank ("PNC"). The
asset-based facility provides the Company with up to $15,000,000 in senior
secured financing during the Company's peak season and reduces to $7,500,000
from January 1 to July 31 each year. The Facility provides for borrowing against
eligible accounts receivable and inventory, with sub limits on inventory up to
$4,000,000 and for letters of credit up to $3,000,000.
Interest on the revolving credit facility is PNC Base Rate floating plus 2% or
1, 2 or 3 month fully absorbed PNC LIBOR rate plus 3.50% . The credit facility
is secured with all assets of the Company as well as related-party debt
subordination agreements totaling $2,500,000 from Starlight Marketing
Development, Ltd. and a promissory note with Ram Light Management Ltd. in the
amount of $1,100,000 which will accrue interest at a rate of 6% per annum.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
99.1 (Filed herewith). Revolving Credit and Security Agreement
99.2 (Filed herewith). Promissory Note with Starlight Marketing
99.3 (Filed herewith). Subordination Agreement with Ram Light Management Ltd.