Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement Amendment OnFebruary 25, 2021 (the "Second Amendment Effective Date"),Red Robin Gourmet Burgers, Inc. (the "Company"),Red Robin International, Inc. (the "Borrower") and certain of their subsidiaries entered into the Second Amendment to Credit Agreement (the "Second Amendment") with certain lenders party thereto andWells Fargo Bank, National Association , as administrative agent. The Second Amendment further amends the Company's Amended and Restated Credit Agreement (as amended, the "Credit Facility") to, among other things: •suspend the application of (a) the lease adjusted leverage ratio financial covenant (the "Leverage Ratio Covenant") and (b) the fixed charge coverage ratio financial covenant (the "FCCR Covenant"), in each case, for the first and second fiscal quarters of 2021; •increase the maximum leverage permitted for purposes of the Leverage Ratio Covenant for the fourth fiscal quarter of 2021 and the first and second fiscal quarters of 2022; •for the third and fourth fiscal quarters of 2021 and the first fiscal quarter of 2022, provide that (a) the Leverage Ratio Covenant will be calculated using a seasonally adjusted annualized consolidated EBITDA for the applicable period since the beginning of the third fiscal quarter of 2021 and (b) the FCCR Covenant will be calculated only for the applicable period since the beginning of third fiscal quarter of 2021; •revise the FCCR Covenant to account for cash tax refunds received in the 2021 fiscal year; •amend the minimum liquidity covenant such that it is measured as of the last day of each applicable fiscal quarter and (a) for the first and second fiscal quarters of 2021, requires minimum liquidity of$55,000,000 and (b) for the third and fourth fiscal quarters of 2021, requires minimum liquidity of$42,000,000 ; •delete provisions requiring mandatory prepayments from net cash proceeds of certain equity issuances and convertible debt issuances; •shorten the maturity date applicable to the revolver and term loans toJanuary 10, 2023 ; •reduce the aggregate revolving commitment (i) to$130,000,000 on the Second Amendment Effective Date and (ii) to$100,000,000 at the end of the third fiscal quarter of 2021; •increase the pricing under the Credit Facility for (a) the period from the Second Amendment Effective Date through the first interest determination date occurring after the fourth fiscal quarter of 2021 to LIBOR (subject to a 1.00% floor) plus 4.50% and (b) periods thereafter to LIBOR (to which a 1.00% LIBOR floor shall apply) plus 4.00%; •require the payment of a utilization fee (paid on the revolver maturity date) equal to 0.75% per annum of the daily outstanding principal amount of term loans, revolving loans, swingline loans and letter of credit obligations from the Second Amendment Effective Date to the first interest determination date occurring after the fourth fiscal quarter of 2021; •subject to limited exceptions and other limitations, prohibit certain capital expenditures, restricted payments, acquisitions and other investments until the Company's delivery of a compliance certificate for a fiscal quarter (beginning with the third fiscal quarter of 2021 (the fourth fiscal quarter of 2021 in the case of restricted payments)) demonstrating an adjusted leverage ratio less than or equal to 5.00 : 1.00; and •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$35,000,000 at any time. The description above is a summary of the Second 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. 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 Second 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. 2
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Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed with this report. Exhibit No. Description 10.1 Second Amendment to Credit Agreement, dated as ofFebruary 25, 2021 , by and amongRed Robin International, Inc. ,Red Robin Gourmet Burgers, Inc. , the Guarantors, the Lenders party thereto andWells Fargo Bank, National Association , as administration agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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