Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Franchise Group Credit Agreements

On May 1, 2020, Franchise Group Intermediate Holdco, LLC, a Delaware limited liability company ("Lead Borrower") and an indirect subsidiary of Franchise Group, Inc., a Delaware corporation (the "Company"), Franchise Group New Holdco, LLC, a Delaware limited liability company ("Global Parent"), and various subsidiaries of Global Parent entered into (i) a Limited Waiver, Joinder and Amendment Number Two to Credit Agreement (the "FRG Term Loan Amendment") with the Term Lenders (as defined below) party thereto, GACP Finance Co., LLC, as administrative agent (the "Term Administrative Agent"), and Kayne Solutions Fund, L.P., as collateral agent (the "Term Collateral Agent"), which amended that certain Credit Agreement, dated as of February 14, 2020 (as amended by Amendment Number One to Credit Agreement, dated as of March 13, 2020, the "Existing FRG Term Loan Credit Agreement", and the Existing FRG Term Loan Credit Agreement as amended by the FRG Term Loan Amendment, the "FRG Term Loan Credit Agreement"), by and among Lead Borrower, Global Parent, various subsidiaries of Global Parent, various lenders from time to time party thereto (the "Term Lenders"), the Term Administrative Agent and the Term Collateral Agent and (ii) a Joinder and Amendment Number Three to ABL Credit Agreement (the "FRG ABL Amendment") with the ABL Lenders (as defined below) party thereto and GACP Finance Co., LLC, as administrative agent and collateral agent (in such capacities, the "ABL Agent"), which amended that certain ABL Credit Agreement, dated as of February 14, 2020 (as amended by Amendment Number One to ABL Credit Agreement, dated as of March 13, 2020, and Limited Waiver and Amendment Number Two to ABL Credit Agreement, dated as of April 3, 2020, the "Existing FRG ABL Credit Agreement", and the Existing FRG ABL Credit Agreement as amended by the FRG ABL Amendment, the "FRG ABL Credit Agreement"), by and among Lead Borrower, Global Parent, various subsidiaries of Global Parent, various lenders from time to time party thereto (the "ABL Lenders") and the ABL Agent.

The FRG Term Loan Amendment and the FRG ABL Amendment provided for the joinder of Franchise Group Intermediate L 1, LLC, an indirect subsidiary of the Company, and each of its direct and indirect subsidiaries (collectively, the "Liberty Tax Entities"), to the FRG Term Loan Credit Agreement and the FRG ABL Credit Agreement, respectively, as borrowers thereunder, and in connection therewith, certain related security documents provided for the Liberty Tax Entities to grant or continue to grant liens on substantially all of their assets to secure the obligations under the FRG Term Loan Credit Agreement and the FRG ABL Credit Agreement. Further, the FRG Term Loan Amendment and the FRG ABL Amendment amended the Existing FRG Term Loan Credit Agreement and the Existing FRG ABL Credit Agreement, respectively, to, among other things, (i) permit certain ordinary course and otherwise anticipated activities of the Liberty Tax Entities and (ii) make certain technical modifications related to the COVID-19 pandemic. The FRG Term Loan Amendment also waived an event of default existing under the Existing FRG Term Loan Credit Agreement as a result of a cross-default to certain events of default under the Existing FRG ABL Credit Agreement. Such events of default under the Existing FRG ABL Credit Agreement were previously waived by the ABL Lenders and the ABL Agent.

The foregoing descriptions are subject to, and qualified in their entirety by, the full texts of each of the FRG Term Loan Amendment and the FRG ABL Amendment, each of which is incorporated herein by reference to Exhibits 10.1 - 10.2 to this Current Report on Form 8-K, respectively.




Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
  10.1             Limited Waiver, Joinder and Amendment Number Two to Credit
                 Agreement, dated as of May 1, 2020, by and among Franchise Group
                 New Holdco, LLC, Franchise Group Intermediate Holdco, LLC, each
                 of its subsidiaries named therein, the lenders named therein,
                 GACP Finance Co., LLC, as administrative agent, and Kayne
                 Solutions Fund, L.P., as collateral agent.*
  10.2             Joinder and Amendment Number Three to ABL Credit Agreement,
                 dated as of May 1, 2020, by and among Franchise Group New
                 Holdco, LLC, Franchise Group Intermediate Holdco, LLC, each of
                 its subsidiaries named therein, the lenders named therein, and
                 GACP Finance Co., LLC, as administrative agent and collateral
                 agent.*

*Pursuant to Item 601(b)(10) of Regulation S-K, certain annexes to the agreement have not been filed herewith. The registrant agrees to furnish supplementally a copy of any omitted annex to the Securities and Exchange Commission upon request.

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