Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement

On March 19, 2021, Open Lending Corporation (the "Borrower") entered into a credit agreement (the "Credit Agreement") among the Borrower, certain subsidiaries of the Borrower (together with the Borrower, the "Loan Parties"), Wells Fargo Bank, N.A. (the "Administrative Agent") and the other lenders from time to time party thereto that provides for a senior secured term loan facility of up to $125.0 million was funded on the closing date (the "Term A Loans") along with a senior secured revolving loan facility of up to $50.0 million at any time outstanding (the "Revolving Facility, and, together with the Term A Loans, the "Credit Facilities").

The proceeds of the Credit Facilities will be used to refinance existing indebtedness and for working capital and other general corporate purposes.

Borrowings under the Credit Agreement bear interest at a variable rate based on the net secured leverage ratio, subject to a floor of 0.0%. The anticipated opening interest rate of the Credit Facilities is L + 2.00%, which represents a significantly lower rate than the Borrower paid on its previous indebtedness.

The Credit Facilities mature on March 19, 2026 (the "Maturity Date"). Subject to the terms and conditions set forth in the Credit Agreement, the Borrower may be required to make certain mandatory prepayments prior to the Maturity Date.

All obligations under the Credit Agreement will be secured, subject to certain exceptions, by a security interest in substantially all assets of the Loan Parties.

The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants that, among other things, will limit or restrict the ability of the Loan Parties, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of their businesses.

The Credit Agreement also contains customary events of default, including, subject to thresholds and grace periods, among others, payment default, covenant default, cross default to other material indebtedness, and judgment default.

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



10.1      Credit Agreement, dated as of March 19, 2021, by and among Open Lending
        Corporation, the Administrative Agent and the financial institutions party
        thereto as lenders.




                                       1

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses