Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - EQM Technologies & Energy, Inc. | v337000_ex10-2.htm |
EX-10.1 - EXHIBIT 10.1 - EQM Technologies & Energy, Inc. | v337000_ex10-1.htm |
EX-10.3 - EXHIBIT 10.3 - EQM Technologies & Energy, Inc. | v337000_ex10-3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2013
EQM Technologies & Energy, Inc. |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | 000-54750 | 20-5754991 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1800 Carillon Boulevard, Cincinnati, Ohio | 45140 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (513) 825-7500
N/A |
(Former Name or Former Address, if Changed Since Last Report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
On February 27, 2013, Environmental Quality Management, Inc. (“EQ”), EQ Engineers, LLC (“EQE”), and Vertterre Corporation (“Vertterre”, and together with EQ and EQE, the “Borrowers”), each a wholly owned subsidiary of EQM Technologies & Energy, Inc. (the “Company”), entered into a First Amendment to Loan Agreement (the “First Amendment”) with First Financial Bank, National Association (“First Financial”), amending the Loan Agreement dated as of September 28, 2012 (as amended, the “Loan Agreement”) among EQ, EQE and First Financial. The Loan Agreement provides the Borrowers with a revolving credit facility and a letter of credit facility with maximum borrowings of up to $10,000,000, including a letter of credit sub-limit of up to $2,000,000, and expires on January 21, 2014. The purpose of the First Amendment was to add Vertterre as a Borrower under the Loan Agreement so the Borrowers can include Vertterre’s eligible accounts receivable and unbilled revenue in their borrowing base calculation going forward. The Company acquired Vertterre on December 27, 2012, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2012.
On February 27, 2013, in connection with the First Amendment, the Borrowers also entered into an Amended and Restated Security Agreement with First Financial (the “Amended and Restated Security Agreement”) to provide security for performance of their obligations under the Loan Agreement, and the Company entered into an Amended and Restated Guaranty for the benefit of First Financial (the “Amended and Restated Guaranty”) to guaranty the Borrowers’ performance of their obligations under the Loan Agreement. The Loan Agreement is also supported by pledges of all ownership interests in each of EQ, Vertterre and Vertterre’s subsidiaries, and guaranty and security agreements by Vertterre’s subsidiaries, all for the benefit of First Financial.
The foregoing descriptions of the First Amendment, Amended and Restated Security Agreement and Amended and Restated Guaranty are not complete and are qualified in their entirety by reference to the full text of such documents, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
10.1 | First Amendment to Loan Agreement, dated as of February 27, 2013, between First Financial Bank, National Association, Environmental Quality Management, Inc., EQ Engineers, LLC and Vertterre Corporation. | |
10.2 | Amended and Restated Security Agreement, dated as of February 27, 2013, between First Financial Bank, National Association, Environmental Quality Management, Inc., EQ Engineers, LLC and Vertterre Corporation. | |
10.3 | Amended and Restated Guaranty, dated as of February 27, 2013, made by EQM Technologies & Energy, Inc. to and for the benefit of First Financial Bank, National Association. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 5, 2013 | EQM Technologies & Energy, Inc. | |||
By: | /s/ Robert R. Galvin | |||
Robert R. Galvin Chief Financial Officer, Secretary and Treasurer |
Exhibit Index
Exhibit No. | Description | |
10.1 | First Amendment to Loan Agreement, dated as of February 27, 2013, between First Financial Bank, National Association, Environmental Quality Management, Inc., EQ Engineers, LLC and Vertterre Corporation. | |
10.2 | Amended and Restated Security Agreement, dated as of February 27, 2013, between First Financial Bank, National Association, Environmental Quality Management, Inc., EQ Engineers, LLC and Vertterre Corporation. | |
10.3 | Amended and Restated Guaranty, dated as of February 27, 2013, made by EQM Technologies & Energy, Inc. to and for the benefit of First Financial Bank, National Association. |