Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On July 30, 2021, Bowman Consulting Group Ltd. (the "Company") entered into a Sixth Amendment to Credit Agreement (the "Amendment") with Bank of America, N.A. (the "Bank") which amended the Credit Agreement with the Bank dated as of August 24, 2017, as amended (the "Credit Agreement").

The Amendment extends the term of the revolving line of credit for two years, until July 31, 2023. The maximum advance continues to be equal to the lesser of $17 million or the Borrowing Base as defined in the Credit Agreement. Under the Amendment, the Company is only required to deliver a Borrowing Base certificate at any time the outstanding balance exceeds $5 million.

The Amendment, among other changes, deletes the financial maintenance covenant on senior funded debt, adjusts the maintenance covenant on funded debt, deletes the restriction on the declaration and payment of dividends, and releases Mr. Gary Bowman as Guarantor. In addition, the Amendment provides for permitted acquisitions without the prior consent of the Bank so long as (i) no event of default has occurred or would occur as a result of the acquisition, (ii) the Company would be in compliance with the financial covenants in the Credit Facility on a pro forma basis, (iii) the total consideration (which excludes the value of equity that may be issued as part of the purchase price) for any single acquisition does not exceed $5 million and total consideration in any twelve month period does not exceed $25 million and (iv) at the time and after giving effect to each such acquisition, the sum of the Company's unencumbered cash and availability is not less than $10 million.

The Amendment requires monthly payments of interest on the Revolving Line at the London Interbank Offered Rate (LIBOR) daily floating rate, plus an applicable rate which varies between 2.00% and 2.65% based on the Company achieving certain leverage ratios as defined in the Amendment. The Amendment provides for LIBOR benchmark replacement language.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The discussion of the Sixth Amendment set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.        Description

1.1            Sixth Amendment to Credit Agreement, dated as of July 30, 2021, by
             and between the Bowman Consulting Group Ltd. and Bank of America, N.A.

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