Item 1.01.     Entry into a Material Definitive Agreement.

 

On August 6, 2020, the Company entered into that certain Amendment No. 4 (the “Amendment”) among the Company, certain direct and indirect subsidiary guarantors of the Company (the “Guarantors”), Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association as swing line lender, Barclays Bank PLC as a replacement lender (the “Replacement Lender”) and certain other financial institutions party thereto as lenders.  The Amendment modifies that certain Third Amended and Restated Credit Agreement (as amended prior to the execution of the Amendment, the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”), dated as of August 14, 2013, among the Company, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association as swing line lender, and certain other financial institutions party thereto as lenders. 

 

The Amendment provides for (i) certain amendments to the covenants and other provisions of the Existing Credit Agreement as described in the Amendment, (ii) an extension of the maturity dates of the Company’s existing revolving credit facility and term loan A facility and (iii) a replacement of non-consenting lenders with the Replacement Lender and consenting lenders and a reallocation of a portion of the term loan A facility to commitments under the revolving credit facility.  Upon effectiveness of the Amendment, (i) the term loan A facility will have quarterly amortization payments equal to 5% per annum, increasing to 10% per annum for the fiscal quarters ended June 30, 2021 and September 30, 2021 and 20% per annum for the fiscal quarters ended December 31, 2021 and thereafter and (ii) both facilities will mature on September 15, 2023, provided that if the maturity date of the Company’s existing term loan B facility is not extended, then such facilities will mature 91 days before the maturity date of the term loan B facility.  The existing revolving credit facility and term loan A facility will remain “Covenant Facilities” under the Credit Agreement and will be subject to minimum interest coverage ratio, maximum total leverage ratio and secured leverage ratio financial covenants as set forth in the Credit Agreement.  The effectiveness of the extension of the revolving credit facility and term loan A facility, the replacement of the non-consenting lenders with the Replacement Lender and consenting lenders and the reallocation of a portion of the term loan A facility to commitments under the revolving credit facility is subject to the satisfaction of certain flood insurance conditions as set forth in the Amendment.

 

A copy of the Amendment is attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.