Item 1.01 Entry into a Material Definitive Agreement.



          On May 28, 2020, National Research Corporation, a Wisconsin
          corporation (the "Company"), entered into an amended and restated
          credit agreement (the "Credit Agreement") with First National Bank of
          Omaha, a national banking association ("FNB"), that amends and
          restates the terms of the Company's existing credit facility dated
          April 18, 2018. The Credit Agreement provides for (i) a $30,000,000
          revolving credit facility (the "Line of Credit"), (ii) a
          $33,002,068.79 term loan facility (the "Term Loan") and (iii) a
          separate $15,000,000 delayed draw-down term facility (the "Delayed
          Draw Term Loan" and, together with the Line of Credit and the Term
          Loan, the "Credit Facilities").

          Principal amounts outstanding under the Line of Credit are due and
          payable in full at maturity, which shall be the third anniversary of
          the closing date of the Credit Agreement. The Line of Credit will bear
          interest (which shall accrue and be due on a monthly basis during the
          term of the Line of Credit) at a floating rate equal to the thirty
          (30) day London Interbank Offered Rate ("LIBOR") index, plus 225 basis
          points.

          Principal and accrued interest amounts outstanding under the Term
          Loan, which was originally in the amount of $40,000,000 and was used
          to fund certain costs in connection with the Company's 2018
          recapitalization, are due and payable monthly during the term of the
          Term Loan, which shall expire on the fifth anniversary of the closing
          date of the Credit Agreement. The Term Loan will bear interest at a
          fixed rate per annum equal to 5%.

          In the event that the Delayed Draw Term Loan is used, principal and
          accrued interest amounts outstanding under the Delayed Draw Term Loan
          are due and payable monthly during the term of the Delayed Draw Term
          Loan, which shall expire on the fifth anniversary of the closing date
          of the Credit Agreement. The Delayed Draw Term Loan (if drawn upon)
          will bear interest at a floating rate equal to the thirty (30) day
          LIBOR index, plus 225 basis points.

          In addition to paying interest on outstanding principal under the
          Credit Facilities, the Company is also obligated to pay ongoing unused
          commitment fees quarterly in arrears pursuant to the Line of Credit
          and the Delayed Draw Term Loan facility at a rate of 0.20% per annum
          based on the actual daily unused portions of the Line of Credit and
          the Delayed Draw Term Loan facility, respectively.

          All obligations under the Credit Facilities are guaranteed by each of
          the Company's direct and indirect wholly owned domestic
          subsidiaries and, to the extent required by the Credit Agreement,
          direct and indirect wholly owned foreign subsidiaries (each, a
          "Guarantor").

          The Credit Facilities are secured, subject to permitted liens and
          other agreed upon exceptions, by a first-priority lien on and
          perfected security interest in substantially all of the Company's and
          the Guarantors' present and future assets (including, without
          limitation, fee-owned real property, and limited, in the case of the
          equity interests of foreign subsidiaries, to 65% of the outstanding
          equity interests of such subsidiaries).






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          The Credit Agreement contains customary representations, warranties,
          affirmative and negative covenants (including financial covenants) and
          events of default. The negative covenants include, among other things,
          restrictions regarding the incurrence of indebtedness and liens,
          repurchases of the Company's Common Stock and acquisitions, subject in
          each case to certain exceptions. The Credit Agreement also contains
          certain financial covenants with respect to minimum fixed charge
          coverage ratio and maximum cash flow leverage ratio. Pursuant to the
          Credit Agreement, the Company is required to maintain a minimum fixed
          charge coverage ratio of 1.10x for all testing periods throughout the
          term(s) of the Credit Facilities (the "Fixed Charge Coverage Ratio"),
          which calculation excludes, unless the Company's liquidity falls below
          a specified threshold, (i) any cash dividend in a fiscal quarter that,
          together with all other cash dividends paid or declared during such
          fiscal quarter, exceeds $5,500,000 in total cash dividends paid or
          declared, (ii) the portion of the purchase price for any permitted
          share repurchase of the Company's shares paid with cash on hand, and
          (iii) the portion of any acquisition consideration for a permitted
          acquisition paid with cash on hand. The Company is also required to
          maintain a cash flow leverage ratio of 3.00x or less for all testing
          periods throughout the term(s) of the Credit Facilities.

          This description of the Credit Agreement does not purport to be
          complete and is qualified in its entirety by reference to the full
          text of the Credit Agreement, which will be filed with the Company's
          Form 10-Q for the quarter ending June 30, 2020.

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 in Item 1.01 of this Current Report on Form
          8-K is incorporated by reference into this Item 2.03.

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