OSHKOSH CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

At March 23, 2022, Oshkosh Corporation (the “Company”) has entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) between the Company, the various lenders and issuers of letters of credit thereto, and
Bank of America, North America., as administrative agent (the “Agent”). The Credit Agreement replaced the Company’s existing Second Amended and Restated Credit Agreement, dated April 3, 2018 (as amended, supplemented or otherwise modified before the date of the Credit Agreement, the “Existing Credit Agreement”), between the Company, the various lenders parties thereto, and Bank of America, North America., as administrative agent.

The Credit Agreement provides for an unsecured revolving credit facility which matures in March 2027 with an initial maximum aggregate amount of availability of $1.1 billion. Availability under the revolving credit facility is reduced by outstanding letters of credit, which were approximately $17.9 million from the date of the credit agreement. The Company may increase the aggregate amount of the credit facilities under the Credit Agreement from time to time by an aggregate amount of up to $550 million, provided that certain conditions are met, including that the Company is not in default under the Credit Agreement at the time of the increase and that the Company obtains the consent of the lenders participating in the increase. These increases may take the form of increases to existing revolving covenants under the credit agreement, the addition of term loan covenants under the credit agreement (the terms and conditions of which would be agreed with the lenders agreeing to make such term loans at the time of the increase), increases in such term loan commitments or a combination of such increases or additional commitments. At the date of the credit agreement, taking into account the transactions contemplated at that date and the repayment of all term loans outstanding under the terms of the existing credit agreement, other than the letters of credit described above, no loans was outstanding, no term loan was outstanding and no term loan commitment was in effect under the credit agreement.

Under the Credit Agreement, and from the date of the Credit Agreement, various covenants under the Existing Credit Agreement, including, without limitation, those which prevent the Company and certain of its Subsidiaries to dispose of assets (other than dispositions of all or substantially all of the assets of the Company and its subsidiaries taken together), making investments and paying dividends and other distributions, have ended and no longer restrict the activities of the Company or its subsidiaries.

Borrowings under the Credit Agreement bear interest at a variable rate equal to:

For revolving loans denominated in dollars only, at the option of the Company, (a) the forward SOFR (the forward-looking guaranteed overnight funding rate) plus a specified margin, which may be adjusted up or down. decreases depending on whether certain criteria are met, or (b) the base rate (which is the greater of (x) Bank of America, NA prime rate, (y) the federal funds rate plus 0.50% or (z) the sum of 1.00% plus the one-month forward SOFR) plus a specified margin, which may be adjusted upward or downwards depending on whether certain criteria are met;

for revolving loans denominated in foreign currencies for which a daily rate will apply, (a) for such loans denominated in sterling only, the SONIA (Sterling Overnight Index Average Benchmark Rate) plus 0.0326% per annum plus a specified margin, which may be adjusted up or down depending on whether certain criteria are met, or (b) for such loans denominated in other foreign currencies, a daily rate designated by an plus any adjustment, each as determined by the Agent, the revolving lenders and the Company, plus a specified margin, which may be adjusted up or down depending on whether certain criteria are met; Where


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for revolving loans denominated in foreign currencies for which a forward-looking forward rate will apply during the applicable interest period chosen by the Company, (a) for such loans denominated in euros, Japanese yen, Australian dollars or Canadian dollars, respectively, EURIBOR, TIBOR, BBSY or CDOR, respectively, increased in each case by a specified margin, which may be adjusted upwards or downwards declining upon certain criteria being met, or (b) for such loans denominated in other foreign currencies, a designated forward rate per annum plus any adjustments, each as determined by the Agent, the Revolving Lenders and the Company , plus a specified margin, which can be adjusted up or down depending on whether certain criteria are met.

The Company shall also pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the unused average daily portion of the total revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.4375% to 1.500% per annum of the maximum amount that can be drawn for each letter of credit issued and outstanding under the credit agreement.

The Credit Agreement contains various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels (as detailed below), subject to certain exceptions, restrictions on the Company’s ability and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole.

The credit agreement requires the company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of the company’s consolidated debt to the company’s consolidated net income before interest, taxes, depreciation, amortization, expenses excluding cash and certain other items (“EBITDA”)) from the last day of any fiscal quarter from 3.75 to 1.00, subject to the Company’s right to temporarily increase the maximum leverage ratio up to 4 .25 to 1.00 in connection with certain major acquisitions.

The Credit Agreement also contains customary events of default. If an Event of Default under the Credit Agreement occurs and continues, the Lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if the Company or any material subsidiary becomes subject to voluntary or involuntary proceedings under bankruptcy, insolvency or similar law, all outstanding obligations under the Credit Agreement will automatically become due and payable. Revolving loans outstanding under the Credit Agreement will bear interest at a rate of 2.0% per annum above the rate otherwise applicable upon acceleration of such loans or, at the request of the lenders, during the term of any event of default under the credit agreement. .

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed herewith as Schedule 4.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.



The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

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