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Item 1.01.
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Entry into a Material Definitive Agreement.
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As described in Item 2.03 below, on November 27, 2019, we and our direct and indirect subsidiaries entered into (i) a Fourth Amendment and Waiver to Credit Agreement related to an asset-based lending facility with BMO Harris Bank N.A. and certain other lenders and parties thereto and (ii) a Fourth Amendment and Waiver to Credit Agreement related to a term loan credit facility with BMO Harris Bank N.A. and certain other lenders and parties thereto. The disclosure provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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ABL Facility Amendment
On November 27, 2019, we and our direct and indirect domestic subsidiaries entered into a Fourth Amendment and Waiver to Credit Agreement (the “ABL Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto with respect to our Credit Agreement, dated as of February 28, 2019, as amended by that certain First Amendment to Credit Agreement, dated as of August 2, 2019, Second Amendment to Credit Agreement, dated as of September 13, 2019, and Third Amendment to Credit Agreement, dated as of October 21, 2019 (collectively, the “ABL Credit Facility”). Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, (i) revise certain schedules, and (ii) waive the Specified Defaults that arose from the failure to previously update a schedule of the Aircraft owned by the Loan Parties (as each such term is defined in the ABL Credit Facility).
The foregoing description of the terms of the ABL Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ABL Facility Amendment, a copy of which is attached hereto as Exhibit 10.52(D).
Term Loan Facility Amendment
On November 27, 2019, we and our direct and indirect domestic subsidiaries entered into a Fourth Amendment and Waiver to Credit Agreement (the “Term Loan Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner, with respect to our Credit Agreement, dated as of February 28, 2019, as amended by that certain First Amendment to Credit Agreement, dated as of August 2, 2019, Second Amendment to Credit Agreement, dated as of September 13, 2019, and Third Amendment to Credit Agreement, dated as of October 21, 2019 (collectively, the “Term Loan Credit Facility”). Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) revise certain schedules, and (ii) waive the Specified Defaults that arose from the failure to previously update a schedule of the Aircraft owned by the Loan Parties (as each such term is defined in the Term Loan Credit Facility).
The foregoing description of the terms of the Term Loan Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Loan Facility Amendment, a copy of which is attached hereto as Exhibit 10.53(D).
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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Exhibit
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Number
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10.52(D)
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10.53(D)
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