Ninth Supplemental Indenture
Additionally, on August 4, 2020, the Company entered into a ninth supplemental indenture to the indenture governing its Old Notes that gives effect to certain proposed amendments (the “Proposed Amendments”) to such indenture. The Proposed Amendments became effective as of the settlement of the Exchange Offer on August 4, 2020.
The foregoing description of the Ninth Supplemental Indenture is qualified in its entirety by reference to the full text of the Ninth Supplemental Indenture, which is filed as Exhibit 4.3 hereto.
Credit Agreement Amendment
In connection with, and becoming effective upon, the consummation of the Exchange Offer, the Company entered into an amendment (the “Credit Agreement Amendment”) to the Third Amended and Restated Credit Agreement, dated as of October 30, 2017 (as amended and supplemented, the “Credit Agreement”), among the Company, as borrower, the other borrowers and the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.
Pursuant to the Credit Agreement Amendment, the Credit Agreement was modified to, among other things, (i) permit the consummation of the Exchange Offer and the issuance of the New Notes, (ii) reduce the aggregate amount of the commitments thereunder to $250.0 million, (iii) increase the interest rate applicable to outstanding loans to, at the option of the Company, LIBOR plus a margin of 2.50% or a base rate plus a margin of 1.50%, with a LIBOR floor equal to 0.75%, (iv) include an obligation to prepay outstanding loans with cash on hand in excess of certain thresholds, (v) limit the amount of inventory included in the borrowing base calculation, (vi) modify the trigger event for the Company’s obligation to comply with a minimum fixed charge coverage ratio and (vii) add a cross-default to the New Notes. In addition, the Credit Agreement Amendment modifies the Credit Agreement to change the maturity date to March 31, 2021, subject to extension to (i) July 1, 2021 if, on or before March 31, 2021, the New Notes are converted to common equity interests of the Company or the maturity of the New Notes is extended to a date on or after August 4, 2025 and (ii) October 30, 2022 if, on or before July 1, 2021, (a) the Old Notes are repaid or refinanced in their entirety with indebtedness maturing on or after January 31, 2023, or the maturity of the Old Notes is otherwise extended to a date on or after January 31, 2023, and (b) the New Notes are converted to common equity interests of the Company or the maturity of the New Notes is extended to a date on or after August 4, 2025.
The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.1 hereto.
Registration Rights Agreement
In connection with the Exchange Offer, on August 4, 2020, the holders of New Notes party thereto entered into a Registration Rights Agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides certain holders of New Notes with certain shelf registration rights and the right to participate in certain public offerings conducted by the Company or on behalf of certain other selling stockholders.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 hereto.
Rights Plan Amendment
On August 4, 2020 in connection with the Exchange Offer, the Company entered into an amendment (the “Rights Plan Amendment”) to that certain Rights Agreement, dated April 29, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agreement”). Pursuant to the Rights Plan Amendment, none of MacKay Shields LLC or DDJ Capital Management, LLC (the “Specified Holders”) nor any of their affiliates will be subject to the Rights Agreement as an Acquiring Person (as defined therein) so long as such