WD-40 COMPANY 
ITEM 1.01. Entry into a Material Definitive Agreement
First Amendment to Credit Agreement
On
The First Amendment to Credit Agreement revises certain financial and
restrictive covenants and adjusts the interest rates on borrowings under the
Credit Agreement as described below. The maximum Consolidated Leverage Ratio has
been increased from 3.0 to 1.0 to 3.5 to 1.0. The Restricted Payments covenant
has been modified to permit the payment of dividends so long as immediately
prior to and after giving effect to the payment of dividends, no Event of
Default exists and the Company and its subsidiary Loan Parties are in compliance
with applicable financial covenants. In addition to other non-material and
technical amendments to the Credit Agreement, the First Amendment to Credit
Agreement also modifies the restrictive covenants relating to Indebtedness and
Investments. The limitation on other unsecured Indebtedness (including borrowing
under the Company's amended Note Agreement described below) has been increased
from
Table 1
Pricing Tier Consolidated Commitment Fee Libor Rate Loans Letter of Prime Rate Loans
Leverage Ratio Credit Fee
1 < 2.00 to 1.0 0.15% 1.00% 1.00% 0.00%
2 < 3.00 to 1.0 0.15% 1.25% 1.25% 0.25%
but ? 2.00 to
1.0
3 ? 3.00 to 1.0 0.15% 1.50% 1.50% 0.50%
The new Maturity Date for the revolving credit facility per the Credit Agreement
is
The material terms of the First Amendment to the Credit Agreement discussed above do not purport to be complete and are qualified in their entirety by the First Amendment to the Credit Agreement attached hereto as Exhibit 10(a) and incorporated herein by reference.
Third Amendment to Note Purchase and Private Shelf Agreement
On
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The material terms of the Third Amendment discussed above do not purport to be complete and are qualified in their entirety by the Third Amendment attached hereto as Exhibit 10(e) and incorporated herein by reference.
All other material terms included in the Amended and Restated Credit Agreement
dated
Issuance and Sale of
On
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated herein by reference
to this Item 2.03. Other material terms of the Note Agreement not otherwise
modified as described in Item 1.01 of this report that are applicable to the
Senior Notes are set forth in the Company's current reports on Form 8-K filed on
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ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10(a) First Amendment to Credit Agreement datedSeptember 30, 2020 amongWD-40 Company andBank of America, N.A . 10(b) Note Purchase and Private Shelf Agreement datedNovember 15, 2017 by and betweenWD-40 Company and Prudential and the Note Purchasers, incorporated by reference from the Registrant's Form 8-K filedNovember 17, 2017 , Exhibit 10(a) thereto . 10(c) First Amendment to Note Purchase Agreement datedFebruary 23, 2018 by and betweenWD-40 Company and Prudential and the Note Purchasers, incorporated by reference from the Registrant's Form 8-K filedFebruary 27, 2018 , Exhibit 10(b) thereto . 10(d) Second Amendment to Note Purchase and Private Shelf Agreement datedMarch 16, 2020 amongWD-40 Company and Prudential and the Note Purchasers, incorporated by reference from the Registrant's Form 8-K filedMarch 20, 2020 , Exhibit 10(b) thereto . 10(e) Third Amendment to Note Purchase and Private Shelf Agreement datedSeptember 30, 2020 amongWD-40 Company and Prudential and the Note Purchasers . 10(f) Series B Senior Notes datedSeptember 30, 2020 . 10(g) Series C Senior Notes datedSeptember 30, 2020 . 104 The cover page from this Current report on Form 8-K, formatted in Inline XBRL ?
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