Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-10.1 Material Contract HTML 51K
3: EX-21.1 Subsidiaries List HTML 25K
4: EX-23.1 Consent of Experts or Counsel HTML 27K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
15: R1 Document and Entity Information HTML 58K
16: R2 Consolidated Balance Sheets HTML 120K
17: R3 Consolidated Balance Sheets (Parentheticals) HTML 48K
18: R4 Consolidated Statements of Operations HTML 68K
19: R5 Consolidated Statement of Stockholders' Equity HTML 103K
20: R6 Consolidated Statements of Cash Flows HTML 127K
21: R7 Description of Business HTML 29K
22: R8 Summary of Significant Accounting Policies HTML 56K
23: R9 New Accounting Pronouncements HTML 45K
24: R10 Acquisitions HTML 32K
25: R11 Revenue HTML 61K
26: R12 Fair Value Measurement HTML 69K
27: R13 Property and Equipment HTML 41K
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29: R15 Accrued Expenses and Other Noncurrent Liabilities HTML 42K
30: R16 Long-Term Debt HTML 81K
31: R17 Commitments and Contingencies HTML 41K
32: R18 Income Taxes HTML 128K
33: R19 Stockholders' Equity HTML 34K
34: R20 Earnings Per Share HTML 49K
35: R21 Stock-Based Compensation Plans HTML 117K
36: R22 Benefit Plans HTML 29K
37: R23 Significant Customer Concentration HTML 27K
38: R24 Quarterly Financial Data (Unaudited) HTML 67K
39: R25 Related Parties HTML 29K
40: R26 Schedule II - Valuation and Qualifying Accounts HTML 51K
41: R27 Summary of Significant Accounting Policies HTML 128K
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42: R28 Summary of Significant Accounting Policies HTML 42K
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43: R29 Revenue (Tables) HTML 51K
44: R30 Fair Value Measurement (Tables) HTML 63K
45: R31 Property and Equipment (Tables) HTML 42K
46: R32 Intangibles and Other Assets (Tables) HTML 71K
47: R33 Accrued Expenses and Other Noncurrent Liabilities HTML 40K
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48: R34 Long-Term Debt (Tables) HTML 63K
49: R35 Commitments and Contingencies (Tables) HTML 32K
50: R36 Income Taxes (Tables) HTML 127K
51: R37 Earnings Per Share (Tables) HTML 48K
52: R38 Stock-Based Compensation Plans (Tables) HTML 97K
53: R39 Quarterly Financial Data (Unaudited) (Tables) HTML 67K
54: R40 Summary of Significant Accounting Policies - HTML 28K
Segment Reporting (Details)
55: R41 Summary of Significant Accounting Policies - HTML 35K
Accounts Receivable and Allowance for Doubtful
Accounts (Details)
56: R42 Summary of Significant Accounting Policies - HTML 46K
Property and Equipment and Internal Use Software
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57: R43 Summary of Significant Accounting Policies - HTML 34K
Goodwill and Other Intangibles (Details)
58: R44 Summary of Significant Accounting Policies - HTML 26K
Self-Insurance Liability (Details)
59: R45 New Accounting Pronouncements (Details) HTML 62K
60: R46 Acquisitions - Narrative (Details) HTML 59K
61: R47 Revenue (Details) HTML 59K
62: R48 Fair Value Measurement (Details) HTML 78K
63: R49 Property and Equipment (Details) HTML 46K
64: R50 Intangibles and Other Assets - Goodwill (Details) HTML 29K
65: R51 Intangibles and Other Assets - Intangible Assets HTML 68K
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66: R52 Accrued Expenses and Other Noncurrent Liabilities HTML 49K
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67: R53 Long-Term Debt - Line of Credit (Details) HTML 79K
68: R54 Long-Term Debt - Convertible Senior Notes HTML 65K
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69: R55 Long-Term Debt - Carrying Amount of Notes HTML 35K
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70: R56 Long-Term Debt - Interest Expense (Details) HTML 42K
71: R57 Long-Term Debt - Maturity Schedule (Details) HTML 35K
72: R58 Commitments and Contingencies - Narrative HTML 47K
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73: R59 Commitments and Contingencies - Future Minimum HTML 44K
Rental Payments (Details)
74: R60 Commitments and Contingencies - Tax Assessment HTML 28K
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75: R61 Income Taxes - Unrecognized Tax Benefits (Details) HTML 47K
76: R62 Income Taxes - Components of Income Taxes HTML 49K
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77: R63 Income Taxes - Income Tax Reconciliation (Details) HTML 71K
78: R64 Income Taxes - Deferred Tax Assets and Liabilities HTML 77K
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79: R65 Stockholders' Equity (Details) HTML 59K
80: R66 Earnings Per Share (Details) HTML 71K
81: R67 Stock-Based Compensation Plans - Narrative HTML 72K
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82: R68 Stock-Based Compensation Plans - Stock Option HTML 85K
Awards (Details)
83: R69 Stock-Based Compensation Plans - Stock Options HTML 31K
Granted and Vested (Details)
84: R70 Stock-Based Compensation Plans - Restricted Stock HTML 59K
Awards (Details)
85: R71 Stock-Based Compensation Plans - Performance Based HTML 39K
Shares (Details)
86: R72 Stock-Based Compensation Plans - Performance and HTML 39K
Market Based Stock (Details)
87: R73 Benefit Plans (Details) HTML 26K
88: R74 Quarterly Financial Data (Unaudited) (Details) HTML 55K
89: R75 Related Parties (Details) HTML 35K
90: R76 Schedule II - Valuation and Qualifying Accounts HTML 41K
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ECHO GLOBAL LOGISTICS, INC., COMMAND TRANSPORTATION, LLC, as Borrowers,
THE LENDING INSTITUTIONS NAMED HEREIN, as the Lenders,
PNC BANK, NATIONAL ASSOCIATION, as the Agent,
BANK OF AMERICA, N.A.
and
JPMORGAN CHASE BANK, N.A. as Co-Syndication Agents
and
PNC CAPITAL MARKETS LLC MORGAN STANLEY SENIOR FUNDING, INC.
and
CREDIT SUISSE SECURITIES (USA) LLC as Joint Lead Arrangers and Joint Bookrunners
AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 10, 2015 (the “Effective Date”) among the following: (i)
Echo Global Logistics, Inc., a Delaware corporation (“Echo”); (ii) Command Transportation, LLC, a Delaware limited liability company (“Command” and together with Echo, collectively, the “Credit Parties”); (iii) the Lenders (as hereinafter defined) party hereto; and (iv) PNC Bank, National Association, as the administrative agent (the “Agent”).
RECITALS:
A. The Credit Parties, the Agent and the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) are parties to the Revolving Credit and Security Agreement,
dated as of June 1, 2015 (as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”).
B. The Credit Parties, the Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof.
AGREEMENT:
In consideration of the premises and mutual covenants herein and for other valuable consideration, the Credit Parties, the Agent and the Lenders agree as follows:
Section 1. Definitions. Unless otherwise defined herein, each capitalized term used in this Amendment and not defined herein shall be
defined in accordance with the Credit Agreement.
Section 2. Amendments.
(a) Amendment to Section 1.2. Section 1.2 of the Credit Agreement is hereby amended by replacing the definition of “Existing Letters of Credit” with the following definition in lieu thereof:
“Existing Letters of Credit” shall mean collectively the Existing Bank of America Letters of Credit and the Existing PNC Letters of Credit.
(b) Amendment to Section 1.2. Section 1.2 of the Credit Agreement is hereby amended by replacing the definition of “Issuer” with the following definition in lieu thereof:
“Issuer”
shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement, (ii) Bank of America in its capacity as the issuer of certain Existing Bank of America Letters of Credit and (iii) any Lender or Affiliate of a Lender who Borrowing Agent designates (with the consent of such Person and Agent) as an issuer of Letters of Credit pursuant to the terms hereof.
(c) Amendment to Section 1.2. The following definitions of “Bank of America”, “Existing Bank of America Letters of Credit”, and “Existing PNC Letters of Credit” are hereby added to Section 1.2 of the Credit Agreement in the appropriate alphabetical order thereto:
“Bank of America” shall mean Bank of America, N.A.
“Existing
Bank of America Letters of Credit” shall mean the letters of credit issued by Bank of America for the account of Target listed on Schedule 1.1(C).
“Existing PNC Letters of Credit” shall mean the letters of credit issued by PNC for the account of Echo listed on Schedule 1.1(C).
(d) Amendment to Section 2.10. Section 2.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.10 Letters of Credit. Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade Letters of Credit denominated in Dollars (“Letters
of Credit”) for the account of Echo or any of its Restricted Subsidiaries; provided, however, that Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances, (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Borrowing Base Amount. Each of the Existing PNC Letters of Credit shall be deemed to have been issued hereunder on the Closing Date by PNC as Issuer. Each of the Existing Bank of America Letters of Credit shall be deemed to have been issued hereunder on the Closing Date by Bank of America as Issuer. Each of the Existing Letters of Credit are hereby deemed to be Letters of Credit issued under
this Agreement. The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. Letters of Credit that have not been drawn upon shall not bear interest.
(c) Schedule 1.1(C) attached to the Credit Agreement is amended in its entirety by replacing it with Schedule 1.1(C) attached to this Amendment.
Section 3. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(i) this Amendment shall have been executed by the Credit Parties, the Agent and the Required Lenders, and counterparts hereof as so executed shall have been delivered to the Agent;
(ii) all
representations and warranties of the Credit Parties contained herein, the Credit Agreement or in the Other Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made; and
(iii) the Agent shall have received all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Amendment and any other amounts due and payable by the Credit Parties under the Credit Agreement on or prior to the date hereof.
Section
4. Miscellaneous.
4.1 Representations and Warranties. Each Credit Party, by signing below, hereby represents and warrants to the Agent and the Lenders that:
(i) each Credit Party has the legal power and authority to execute and deliver this Amendment;
(ii) the officers executing this Amendment on behalf of each Credit Party have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the provisions hereof;
(iii) the
execution and delivery hereof by each Credit Party and the performance and observance by each Credit Party of the provisions hereof do not (x) violate or conflict with (A) the Organizational Documents of any Credit Party or (B) any law applicable to any Credit Party, except in the case of this clause (B), as would not reasonably be expected to have a Material Adverse Effect, or (y) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Credit Party;
(iv) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof;
(v) no Credit Party has any claim
or offset against, or defense or counterclaim to, any obligations or liabilities of such Credit Party under the Credit Agreement or any Other Document;
(vi) this Amendment constitutes a valid and binding obligation of each Credit Party in every respect, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies; and
(vii) each of the representations and warranties set forth in Article V of the Credit Agreement is true and correct in all material respects as of the date hereof, except to the extent that any thereof expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all material respects as of the date when made.
4.2 Credit Agreement Unaffected. Each reference to the Credit Agreement or in any Other Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Amendment is an Other Document.
4.3 Entire Agreement. This Agreement, together with the Credit Agreement and the Other Documents integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings
with respect to the subject matter hereof.
4.4 Counterparts This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
4.5 Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION
5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW). TO THE FULLEST EXTENT PERMITTED BY LAW, THE CREDIT PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK GOVERNS THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
4.6 JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
[Signature pages follow.]
IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.