ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 6, 2021, Carrols Restaurant Group, Inc. (the "Company") entered into
the Sixth Amendment to Credit Agreement (the "Sixth Amendment") among the
Company, as borrower, certain subsidiaries of the Company (collectively, the
"Guarantors"), as guarantors, Wells Fargo Bank, National Association (the
"Administrative Agent"), as administrative agent, and the lenders party thereto
as further described in "Item 2.03. Creation of a Direct Financial Obligation or
an Obligation Under an Off-Balance Sheet Arrangement of a Registrant" which is
incorporated by reference in this Item 1.01.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The Sixth Amendment amends the Credit Agreement dated as of April 30, 2019 among
the Company, the Guarantors, the Administrative Agent and the lenders party
thereto (as previously amended by the First Amendment to Credit Agreement dated
as of December 13, 2019 among the Company, the Guarantors, the Administrative
Agent and the lenders party thereto, the Second Amendment to Credit Agreement
dated as of March 25, 2020 among the Company, the Guarantors, the Administrative
Agent and the lenders party thereto, the Third Amendment to Credit Agreement
dated as of April 8, 2020 among the Company, the Guarantors, the Administrative
Agent and the lenders party thereto, the Fourth Amendment to Credit Agreement
dated as of April 16, 2020 among the Company, the Guarantors, the Administrative
Agent and the lenders party thereto and the Fifth Amendment to Credit Agreement
dated as of June 23, 2020 among the Company, the Guarantors, the Administrative
Agent and the lenders party thereto, as further amended from time to time, the
"Credit Agreement"). Capitalized terms used herein and not defined shall have
the meanings set forth in the Credit Agreement.
The Sixth Amendment increased the aggregate maximum commitments available for
revolving credit borrowings (including standby letters of credit) under the
revolving credit facility by $29,185,704 to a total of $175,000,000. The Sixth
Amendment also amended the definitions in the Credit Agreement of (i) Applicable
Margin, to provide that the Applicable Margin for borrowings under the revolving
credit facility (including Letter of Credit Fees) shall be at a rate per annum
equal to 3.25% for LIBOR Rate Loans and 2.25% for Alternate Base Rate Loans, and
(ii) Revolving Maturity Date, to provide that the Revolving Maturity Date is
extended to January 29, 2026. In addition, the Sixth Amendment amended the
Credit Agreement to remove the obligation by the Company to (i) pay a Ticking
Fee pursuant to the Ticking Fee Rate and (ii) use the proceeds of an Extension
of Credit which results in the sum of the aggregate principal amount of
outstanding Revolving Loans plus the aggregate amount of LOC Obligations
equaling an amount in excess of $115.0 million solely for ongoing operations of
the Company and its subsidiaries and not to hold as cash on the balance sheet.
As of April 6, 2021, there were no revolving credit borrowings outstanding and
$9.0 million of letters of credit were issued under our revolving credit
facility.
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