ITEM 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the disclosure contained in Item 1.02 above,
which is incorporated herein by reference.
On March 4, 2022, the Company replaced its Prior Credit Agreement
with a new Credit Agreement (the “Credit Agreement”) by and among the Company, Red Robin International, Inc., as the
borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto, Fortress Credit Corp., as
Administrative Agent and as Collateral Agent and JPMorgan Chase Bank, N.A., as Sole Lead Arranger and Sole Bookrunner. The five-year
$225 million Credit Agreement provides for a $25 million revolving line of credit and a $200 million term loan (collectively, the
“credit facility”). The borrower maintains the option to increase the credit facility in the future, subject to
lenders’ participation, by up to an additional $40 million in the aggregate on the terms and conditions set forth in the
Credit Agreement. All capitalized terms not defined herein have the meanings given to them in the Credit Agreement.
The new credit facility will mature on March 4, 2027.
No amortization is required with respect to the revolving credit facility. The term loans require quarterly principal payments in an aggregate
annual amount equal to 1.0% of the original principal amount of the term loan facility.
Red Robin International, Inc. is the borrower under
the Credit Agreement, and certain of its subsidiaries and the Company are guarantors of borrower’s obligations under the Credit
Agreement. Borrowings under the Credit Agreement are secured by substantially all of the assets of the borrower and the guarantors, including
the Company, and are available to: (i) refinance certain existing indebtedness of the borrower and its subsidiaries, (ii) pay any fees
and expenses in connection with the Credit Agreement, and (iii) provide for the working capital and general corporate requirements of
the Company, the borrower and its subsidiaries, including permitted acquisitions and capital expenditures, but excluding restricted payments.
On March 4, 2022, Red Robin International, Inc., the Company, and
the guarantors also entered into a Pledge and Security Agreement (the “Security Agreement”) granting to the Administrative
Agent a first priority security interest in substantially all of the assets of the borrower and the guarantors to secure the obligations
under the Credit Agreement. This new Security Agreement replaces the existing security agreement, dated January 10, 2020, which was entered
into in connection with the Prior Credit Agreement (the “Existing Security Agreement”).
Red Robin International, Inc. as the borrower is
obligated to pay customary fees to the agents, lenders and issuing banks under the Credit Agreement with respect to providing, maintaining,
or administering, as applicable, the credit facilities.
The summary descriptions of the Credit Agreement
and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit
Agreement and the Security Agreement, respectively. A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and a copy of the
Security Agreement entered into in connection with the Credit Agreement is attached hereto as Exhibit 10.2, both of which are incorporated
herein by reference.
(d) Exhibits