Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendment
OnNovember 9, 2021 (the "Third Amendment Effective Date"),Red Robin Gourmet Burgers, Inc. (the "Company"),Red Robin International, Inc. (the "Borrower") and certain of their subsidiaries entered into the Third Amendment to Credit Agreement (the "Third Amendment") with certain lenders party thereto andWells Fargo Bank, National Association , as administrative agent. Capitalized terms not defined in this report have the meanings ascribed to such terms in the Third Amendment. The Third Amendment further amends the Company's Amended and Restated Credit Agreement (as amended, the "Credit Facility") to, among other things: •waive the application of the lease adjusted leverage ratio financial covenant (the "Leverage Ratio Covenant") for the third fiscal quarter of 2021; •increase the maximum leverage permitted for purposes of the Leverage Ratio Covenant for the fourth fiscal quarter of 2021 and the first, second and third fiscal quarters of 2022, with the definition of the Leverage Ratio Covenant also being amended to provide that it shall not be calculated on a basis that gives effect to a seasonally adjusted annualized consolidated EBITDA in future periods; •decrease the minimum fixed charge coverage ratio required for purposes of the Fixed Charge Coverage Ratio financial covenant (the "FCCR Covenant") for the first fiscal quarter of 2022, with the definition of the FCCR Covenant also being amended to account for cash tax refunds received in any future period and certain capital expenditures constituting "Expansion Capital Expenditures" being excluded from the calculation thereof; •decrease the minimum liquidity required for purposes of the minimum liquidity covenant and provide for the testing of such minimum liquidity covenant at all times; •make certain amendments to the Credit Facility to (i) provide that certain additional capital expenditures shall constitute "Expansion Capital Expenditures" and (ii) provide that "Expansion Capital Expenditures" shall be permitted (x) for all periods on or prior to the last day of the fiscal quarter of the Company ending on or aboutOctober 2, 2022 , so long as (1) there is no default or event of default, (2) on a pro forma basis, Liquidity shall exceed a certain amount and (3) such "Expansion Capital Expenditures" do not exceed certain agreed amounts in each fiscal quarter (with carryforward of unused amounts to the immediately succeeding fiscal quarter) and (y) for all periods thereafter, so long as (1) there is no default or event of default, (2) on a pro forma basis, Liquidity shall exceed a certain amount and (3) on a pro forma basis, lease adjusted leverage ratio shall not exceed 5.00x; •increase the pricing under the Credit Facility for (a) the period from the Third Amendment Effective Date through the first interest determination date occurring after the last day of the fiscal quarter of the Company ending on or aboutApril 17, 2022 to LIBOR (subject to a 1.00% floor) plus 6.00% and (b) periods thereafter to LIBOR (to which a 1.00% LIBOR floor shall apply) plus 6.50%; •provide that the previously agreed utilization fee of 0.75% per annum of the daily outstanding principal amount of term loans, revolving loans, swingline loans and letter of credit obligations under the Credit Facility shall be owing solely in respect of the period commencing onFebruary 25, 2021 and ending on the Third Amendment Effective Date, with all such amounts payable on the Third Amendment Effective Date; •reduce the aggregate revolving commitment to$75,000,000 on the last day of the fiscal quarter of the Company ending on or aboutApril 17, 2022 ; •amend the anti-cash hoarding provision to require revolver repayments (but with no associated permanent reduction in the revolving commitment) to the extent that the Company's consolidated cash on hand exceeds$30,000,000 at any time; •revise the requirement that the annual audited financial statements be delivered without a "going concern qualification" to permit such a qualification solely relating to (i) any impending debt maturity (whether under the Credit Facility or otherwise) or (ii) any actual or prospective inability to satisfy a financial maintenance covenant; and •make certain amendments to the Credit Facility to address LIBOR transition matters.
The description above is a summary of the Third Amendment and is qualified in its entirety by the complete text of the agreement, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Third Amendment to the Credit Facility set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 2.03.
ITEM 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Third Amendment to Credit Agreement, dated as ofNovember 9, 2021 , by and amongRed Robin International, Inc. ,Red Robin Gourmet Burgers, Inc. , the Guarantors, the Lenders party thereto and Wells Fargo, National Association, as administration agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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