Item 1.01 Entry into a Material Definitive Agreement
Effective
A general description of the amended Line of Credit, as evidenced by the Credit Agreement, is set forth below. Such description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, attached hereto as Exhibit 10.1.
The Line of Credit remains in the original principal amount of up to
Borrowings under the Line of Credit bear interest at an annual rate equal to
either (a) the Bloomberg Short-Term Bank Yield Index rate ("BSBY") plus a
percentage not to exceed 2.00% (with a floor on BSBY of 0.00%), or (b) a
percentage not to exceed 1.00% above a Base Rate equal to the highest of (i) the
Federal Funds Rate plus 1/2 of 1%, (ii)
Pursuant to the Credit Agreement, the Company will be required to pay certain
customary fees and expenses associated with maintenance and use of the Line of
Credit including letter of credit issuance fees and unused commitment fees. The
Line of Credit expires, and all borrowings thereunder must be repaid on or
before,
Certain financial covenants and other terms under the Company's prior Credit
Agreement have been revised. In particular, the minimum liquidity covenant has
been eliminated; limits on capital expenditures have been lifted; the anti-cash
hoarding condition has been removed; and the fixed charge coverage and total
lease adjusted leverage ratios have returned to measuring performance based on
the prior four quarters and reset to pre-pandemic levels starting in
The Credit Agreement contains certain representations and warranties, affirmative and negative covenants and events of default that are customary for credit arrangements of this type, including covenants which restrict or limit the Company's ability to, among other things, create liens, borrow money (other than purchase money indebtedness and trade credit, lease obligations incurred in the ordinary course, and similar ordinary course liabilities), make dividends, and engage in mergers, consolidations, significant asset sales, stock repurchases and certain other transactions.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See disclosure contained in Item 1.01 above which is incorporated herein by this reference.
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Item 9.01 Exhibits Exhibit No. Description 10.1 Fourth Amended and Restated Credit Agreement, datedNovember 3, 2021 , among the Company andBank of America, N.A . and the other lenders identified therein 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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