Item 1.01 Entry into a Material Definitive Agreement.




On August 30, 2022, Oil-Dri Corporation of America (the "Company") entered into
(i) the Sixth Amendment to Credit Agreement (the "Sixth Amendment"), which
amends that certain Credit Agreement, dated as of January 27, 2006 (as
previously amended, the "Credit Agreement"), among BMO Harris Bank N.A ("BMO"),
the Company and certain domestic subsidiaries of the Company; and (ii) Amendment
No. 3 (the "Third Amendment") to the Amended and Restated Note Purchase and
Private Shelf Agreement, dated as of May 15, 2020 (as previously amended, the
"Note Agreement"), with PGIM, Inc. ("Prudential") and certain existing
noteholders affiliated with Prudential named therein.

The Sixth Amendment amends the Credit Agreement to, among other things:

•replace the LIBOR-based reference rate with an adjusted term Secured Overnight Financing Rate (SOFR);

•revise the method for calculating consolidated EBITDA and consolidated debt for purposes of the Credit Agreement;

•modify certain restrictive covenants, including increasing the unsecured indebtedness basket from $50 million to $75 million; and



•revise the existing financial covenants by replacing the consolidated debt
covenant with a covenant to maintain a maximum debt to earnings ratio, lowering
the minimum fixed charge coverage ratio level and revising the method for
calculating the fixed charge coverage ratio.

The Third Amendment amends the Note Agreement to, among other things, modify the
existing fixed charge coverage financial covenant and replace the existing
consolidated debt financial covenant with a maximum debt to earnings ratio and
effect certain changes consistent with the Sixth Amendment, including modifying
the method for calculating consolidated EBITDA and the excess leverage fee.

The foregoing descriptions of the Sixth Amendment and the Third Amendment do not
purport to be complete and are subject to, and qualified by, the full texts of
the Sixth Amendment and the Third Amendment, copies of which are attached as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K.


   Item 9.01   Financial Statements and Exhibits.



(d)Exhibits


Exhibit
Number                                              Description of Exhibits

10.1                      Sixth Amendment to Credit Agreement dated as of August     30    , 2022,
                        between the Company and BMO.
10.2                      Amendment No. 3 to Amended and Restated Note

Purchase and Private Shelf


                        Agreement, dated August     30    , 2022, among

Oil-Dri Corporation of America,

PGIM, Inc. and existing noteholders named therein.
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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