Item 1.01Entry into a Material Definitive Agreement.
Debt Arrangements
On
In addition, on
Maturity; Amortization and Prepayments
The New Term Loan Facility will mature on
Guarantees; Security
Pursuant to a Guaranty and Security Agreement, dated
Interest; Fees
The interest rates per annum applicable to the loans under the New Term Loan
Facility are based on a fluctuating rate of interest measured by reference to,
at the borrower's election, either (1) an adjusted
An upfront fee equal to 3.00% of the principal amount of the New Term Loan Facility was paid upon funding of the New Term Loan Facility. Customary agency fees are payable annually.
Representations and Warranties; Covenants
The New Term Loan Facility contains various representations and warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the Company and its subsidiaries' ability to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business.
The New Term Loan Facility is subject to certain financial covenants, including a quarterly maximum total leverage ratio test, a weekly minimum liquidity test and an annual maximum capital expenditure amount.
The New Term Loan Facility contains certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance, and providing additional guarantees and collateral in certain circumstances.
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Events of Default
The New Term Loan Facility includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.
The foregoing description of the New Term Loan Facility is only a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement and the Guaranty and Security Agreement, filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are 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 information described in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description Term Loan Credit Agreement, datedSeptember 9, 2020 , among 4.1Lands' End, Inc. , as the Borrower,Fortress Credit Corp. , as Administrative Agent and Collateral Agent, and the lenders party thereto 4.2 Guaranty and Security Agreement, datedSeptember 9, 2020 , byLands' End, Inc. , as the Borrower, and the other grantors party thereto andFortress Credit Corp. , as Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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