Item 1.01 Entry into a Material Definitive Agreement
Amended ABL Credit Facility
On November 1, 2021 (the “Effective Date”), Armstrong Flooring, Inc. (the “Company”), entered into a Fourth Amendment to Credit Agreement (the “Amendment”), by and among the Company, as borrower, the guarantors named therein, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “ABL Agent”), and as letter of credit issuer and as swingline lender.
The Amendment amends that certain Credit Agreement, dated as of December 31, 2018, by and among the Company, the guarantors named therein, the lenders party thereto, the letter of credit issuer, the swingline lender and the ABL Agent (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Amended ABL Credit Facility”), in order to, among other things, (i) revise the minimum Consolidated Cash Flow (as defined in the Amended Credit Facility) requirement for the fiscal quarter period ending September 30, 2021, and (ii) add a new monthly minimum availability covenant which requires the Company and its subsidiaries to maintain minimum Availability (as defined in the Amended ABL Credit Facility) of (x) $32,500,000 from the Effective Date through and including November 30, 2021, and (y) $25,000,000 from December 1, 2021 through December 31, 2021, and each calendar month period thereafter, in each case commencing on the first day of such month and ending on the last day of such month (such amendments, the “Covenant Changes”).
In addition, the Company has engaged the services of Riveron RTS, LLC (“Riveron”) to provide certain consulting services and, under the terms of the Amended ABL Credit Facility, agreed to continue to retain Riveron. In accordance with the Amendment, the Company has agreed that, no later than November 15, 2021, Riveron will deliver a report (the “Riveron Report”) to the ABL Agent that is consistent with Riveron’s agreed-upon scope of engagement in form and substance reasonably satisfactory to the ABL Agent.
The Amendment also requires the Company to deliver Borrowing Base Reports and Consolidated Borrowing Base Reports (each as defined in the Amended ABL Credit Facility) to the ABL Agent on a no less than weekly basis.
Amended Term Loan Facility
On the Effective Date, the Company entered into a First Amendment to Term Loan Agreement (the “Term Loan Amendment”), by and among the Company, as borrower, the guarantors named therein, the lenders party thereto and Pathlight Capital LP, as administrative agent and as collateral agent (in such capacities, the “Term Loan Agent”).
The Term Loan Amendment amends that certain Term Loan Agreement, dated as of June 23, 2020, by and among the Company, the guarantors named therein, the lenders party thereto and the Term Loan Agent (as amended, restated, supplemented or otherwise modified from time to time, including by the Term Loan Amendment, the “Amended Term Loan Facility”). The Term Loan Amendment is substantially consistent with the Amendment and incorporated the Covenant Changes into the Amended Term Loan Facility. The Term Loan Amendment also