Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Forbearance Agreement, the Lenders agreed, during the
forbearance period, to forbear from exercising any remedies under the Credit
Agreement for any default or event of default resulting from any failure by the
Company or any of its subsidiaries to make all or any part of the required
interest payment due on
The forbearance period began on
The Forbearance Agreement will terminate prior to its scheduled expiration if, among other reasons, another default or event of default (excluding the Specified Default) occurs under the Credit Agreement or if the Company fails to comply with the terms of the Forbearance Agreement). The Forbearance Agreement also provides the following milestones that must be met to avoid early termination of the forbearance period:
• At or prior to5:00 p.m. (Central Time) onJuly 20, 2020 , the Company must propose a process and timeline to the Administrative Agent for unwinding the Company's hedges and using all or a portion of the net cash proceeds from the hedge unwind to pay down its Credit Agreement loans. The proposed process and timeline must contemplate that: • If the total net cash proceeds are less than or equal to$33 million , then the required loan repayment is equal to$24 million or the total amount of those proceeds, whichever is less. • If the total net cash proceeds are greater than$33 million , then the required loan repayment is equal to the amount by which those proceeds exceed$9 million . • At or prior to5:00 p.m. (Central Time) onJuly 22, 2020 , the Administrative Agent must have (i) received from the Company a proposed deadline for completing the hedge unwind process described above and (ii) approved that proposed deadline in its sole discretion. Upon approval by the Administrative Agent, the Forbearance Agreement will be automatically amended to include that additional milestone. • At or prior to5:00 p.m. (Central Time) onJuly 24, 2020 , the Company must deliver a 13-week rolling operating budget and cash flow forecast to the Administrative Agent.
The foregoing description of the Forbearance Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Forbearance Agreement, which is filed herewith Exhibit 99.1 and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
2
--------------------------------------------------------------------------------
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
At this time, the Company has elected not to make the approximately
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Exhibit No. Description 99.1 Forbearance Agreement dated as ofJuly 15, 2020 , by and among the Company, the subsidiary guarantors party thereto, certain Lenders identified therein, and Royal Bank of Canada, asAdministrative Agent and Issuing Bank . 3
--------------------------------------------------------------------------------
© Edgar Online, source