Written communication relating to an issuer or third party



BGCOLOR="WHITE">










UNITED STATES




SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549










FORM 8-K










CURRENT REPORT




Pursuant
to Section 13 or 15(d)




of the Securities Exchange Act of 1934




Date of report (Date of earliest event reported): November 7, 2022










The Hackett Group, Inc.




(Exact name of registrant as specified in its charter)







































FLORIDA




333-48123




65-0750100




(State or other jurisdiction of




incorporation or organization)






(Commission




File Number)






(I.R.S. Employer




Identification No.)



























1001 Brickell Bay Drive, Suite 3000




Miami, Florida





33131



(Address of principal executive offices)




(Zip Code)




(305) 375-8005




(Registrant’s telephone number, including area code)




Not Applicable




(Former
name or former address, if changed since last report)









Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):













Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)














Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)














Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))














Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Securities registered pursuant to Section 12(b) of the Act:


































Title of each class






Trading


Symbol(s)






Name of each exchange


on which registered




Common Stock, par value $.001 per share




HCKT




NASDAQ Stock Market



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).



Emerging growth company ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


















Item 1.01

Entry into a Material Definitive Agreement.




On November 7, 2022, The Hackett Group, Inc. (the “Company”) entered into a third amended and restated credit agreement (the
“Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party thereto, pursuant to which the lenders agreed to amend and restate the Second Amended and Restated Credit Agreement, dated May 9, 2016,
with Bank of America, N.A., as lender, in order to extend the maturity date of the revolving credit facility and provide the Company with an additional $55 million in borrowing capacity, for an aggregate amount of up to
$100 million from time to time pursuant to a revolving line of credit (the “Credit Facility”). As of November 7, 2022, there were no outstanding balances under the Credit Facility. The Credit Facility matures on
November 7, 2027.



The obligations of the Company under the Credit Agreement are guaranteed by existing and future material domestic
subsidiaries of the Company (the “Guarantors”) and are secured by substantially all of the existing and future property and assets of the Company and the Guarantors.



The interest rates per annum applicable to loans under the Credit Facility will be, at the Company’s option, equal to either a base rate
or a Bloomberg Short-Term Bank Yield Index (“BSBY”) rate, in each case, plus an applicable margin percentage. The applicable margin percentage is determined from time to time under the Credit Agreement based on a consolidated leverage
ratio, and ranges from 1.50% to 2.25% per annum in the case of BSBY rate advances, and 0.75% to 1.50% per annum in the case of base rate advances. The initial applicable margin percentage is 1.75% per annum in the case of BSBY rate advances, and
1.00% per annum in the case of base rate advances. A commitment fee is also payable on unused commitments of the Credit Facility, and varies between 0.125% and 0.50% per annum depending on a consolidated leverage ratio, with the initial level being
0.250% per annum.



The Credit Agreement contains customary representations, warranties, indemnities and affirmative and negative
covenants. The negative covenants include, among others, certain limitations on the ability to: incur liens and indebtedness; consummate mergers, consolidations or asset sales; make guarantees and investments; and pay dividends or distributions in
respect of the Company’s shares. In addition, the Credit Agreement contains financial covenants that require the Company to maintain, on a consolidated basis (i) a consolidated fixed charge coverage ratio of at least 1.50 to 1.00, and
(ii) a consolidated leverage ratio of not more than 3.50 to 1.00, in each case as calculated in accordance with the Credit Agreement.



The Credit Agreement also includes customary events of default, including, among others, the failure to make payments under the Credit
Facility when due, bankruptcy, certain judgments, breaches of representations and warranties, breaches of covenants and the occurrence of certain events, including cross default to other indebtedness of the Company and its subsidiaries.



The preceding description of the Credit Agreement is a summary and is qualified in its entirety by the Credit Agreement, a copy of which is
filed as Exhibit 10.1 hereto and is incorporated by reference herein.




Item 2.02

Results of Operations and Financial Condition.




On November 8, 2022, the Company issued a press release setting forth its consolidated financial results for the third fiscal quarter
ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein.



The information
contained in Item 2.02 of this current report on Form

8-K,

as well as Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed”
with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.




Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement
of a Registrant.




The disclosure contained in Item 1.01 is incorporated herein by reference.




Item 8.01

Other Events.




The
press release referred to above also announced that the Company’s Board of Directors approved an additional $120 million to its share repurchase plan authorization and the Company plans to launch a modified “Dutch auction” tender
offer on November 9, 2022 to purchase up to $120 million in value of its common stock, at a price ranging from $20.50 to $23.50.




Additional
Information Regarding the Tender Offer



The tender offer described above has not yet commenced, and there can be no assurances that the
Company will commence the tender offer on the terms described or at all. On the commencement date of the tender offer, the Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and other
tender offer materials, with the SEC. The tender offer will only be made pursuant to the offer to purchase, the related letter of transmittal and the other tender offer materials filed as part of the Schedule TO. When available, shareholders should
read carefully the offer to purchase, the related letter of transmittal and other tender offer materials because they will contain important information, including the terms and conditions of the tender offer. Once the tender offer commences,
shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC’s website at www.sec.gov or
from the Company’s information agent for the tender offer.














Item 9.01

Financial Statements and Exhibits.











(d)


Exhibits
















































Exhibit




Number





Description





10.1


Third Amended and Restated Credit Agreement, dated November 7, 2022, among The Hackett Group, Inc., the material domestic subsidiaries of The Hackett Group, Inc. named on the signature pages thereto and Bank of America, N.A.,
as administrative agent, and the lenders party thereto



99.1


Press Release of The Hackett Group, Inc., dated November 8, 2022



104


Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)











SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.


































































THE HACKETT GROUP, INC.





Date: November 8, 2022




By:



/s/ Robert A. Ramirez









Robert A. Ramirez







Executive Vice President, Finance and Chief Financial Officer











Exhibit 10.1




E

XECUTION

V

ERSION











THIRD AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of November 7, 2022



among




THE HACKETT GROUP,
INC.,



as the Borrower,




THE SUBSIDIARIES OF THE BORROWER PARTY HERETO,



as the Guarantors,




BANK OF
AMERICA, N.A.,



as Administrative Agent, Swingline Lender and an L/C Issuer,




THE OTHER L/C ISSUERS PARTY HERETO,




and




THE LENDERS PARTY
HERETO




BOFA SECURITIES, INC.,



as Sole Lead Arranger and Sole Bookrunner

















TABLE OF CONTENTS




































































































































































































































































































































































































































































Section






Page



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS



1






1.01




Defined Terms



1



1.02




Other Interpretive Provisions



35



1.03




Accounting Terms



36



1.04




Rounding



37



1.05




Times of Day



37



1.06




Letter of Credit Amounts



37



1.07




Interest Rates



37



1.08




UCC Terms



37






ARTICLE II




REVOLVING COMMITMENTS AND CREDIT EXTENSIONS



38



2.01




Loans



38



2.02




Borrowings, Conversions and Continuations of Loans



38



2.03




Letters of Credit



40



2.04




Swingline Loans



48



2.05




Prepayments



51



2.06




Termination or Reduction of Revolving Commitments



52



2.07




Repayment of Loans



52



2.08




Interest and Default Rate



52



2.09




Fees



53



2.10




Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate



54



2.11




Evidence of Debt



54



2.12




Payments Generally; Administrative Agent’s Clawback



55



2.13




Sharing of Payments by Lenders



57



2.14




Cash Collateral



58



2.15




Defaulting Lenders



59



2.16




Designated Lenders



61



2.17




Extension of Maturity Date



61



2.18




Increase in Revolving Facility



63






ARTICLE III




TAXES, YIELD PROTECTION AND ILLEGALITY



64



3.01




Taxes



64



3.02




Illegality



68



3.03




Inability to Determine Rates



69



3.04




Increased Costs



71



3.05




Compensation for Losses



73



3.06




Mitigation Obligations; Replacement of Lenders



73



3.07




Survival



74






ARTICLE IV




CONDITIONS PRECEDENT TO CREDIT EXTENSIONS



74



4.01




Conditions of Restatement



74



4.02




Conditions to all Credit Extensions



76






ARTICLE V




REPRESENTATIONS AND WARRANTIES



77



5.01




Existence, Qualification and Power



77



5.02




Authorization; No Contravention



77



5.03




Governmental Authorization; Other Consents



77



5.04




Binding Effect



78





i











TABLE OF CONTENTS







































































































































































































































































































































































































































































Section






Page



5.05




Financial Statements; No Material Adverse Effect



78



5.06




Litigation



78



5.07




No Default



79



5.08




Ownership of Property



79



5.09




Insurance



79



5.10




Taxes



79



5.11




ERISA Compliance



79



5.12




Margin Regulations; Investment Company Act



81



5.13




Disclosure



81



5.14




Compliance with Laws



81



5.15




Solvency



81



5.16




Responsible Officers



81



5.17




Subsidiaries; Equity Interests; Loan Parties



82



5.18




Collateral Representations



82



5.19




Intellectual Property; Licenses, Etc.



83



5.20




Sanctions Concerns and Anti-Corruption Laws



83



5.21




Covered Entities



84






ARTICLE VI




AFFIRMATIVE COVENANTS



84



6.01




Financial Statements



84



6.02




Certificates; Other Information



85



6.03




Notices



87



6.04




Payment of Obligations



87



6.05




Preservation of Existence, Etc.



87



6.06




Maintenance of Properties



88



6.07




Maintenance of Insurance



88



6.08




Compliance with Laws



88



6.09




Books and Records



88



6.10




Inspection Rights



89



6.11




Use of Proceeds



89



6.12




Material Contracts



89



6.13




Covenant to Guarantee Obligations



89



6.14




Covenant to Give Security



90



6.15




Further Assurances



90



6.16




Deposit Accounts and Controlled Accounts



90



6.17




Anti-Corruption Laws; Sanctions



90






ARTICLE VII




NEGATIVE COVENANTS



91



7.01




Liens



91



7.02




Indebtedness



92



7.03




Investments



93



7.04




Fundamental Changes



94



7.05




Dispositions



95



7.06




Restricted Payments



96



7.07




Change in Nature of Business



96



7.08




Transactions with Affiliates



96



7.09




Burdensome Agreements



96



7.10




Use of Proceeds



97





ii











TABLE OF CONTENTS






















































































































































































































































































































































































































































Section






Page



7.11




Financial Covenants



97



7.12




Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity



97



7.13




Accounting Changes



97



7.14




Account Control Agreements; Additional Bank Accounts



97



7.15




Sale and Leaseback Transactions



98



7.16




Sanctions



98



7.17




Anti-Corruption Laws



98






ARTICLE VIII




EVENTS OF DEFAULT AND REMEDIES



98



8.01




Events of Default



98



8.02




Remedies upon Event of Default



100



8.03




Application of Funds



101






ARTICLE IX




ADMINISTRATIVE AGENT



102



9.01




Appointment and Authority



102



9.02




Rights as a Lender



103



9.03




Exculpatory Provisions



103



9.04




Reliance by Administrative Agent



104



9.05




Delegation of Duties



105



9.06




Resignation of Administrative Agent



105



9.07





Non-Reliance

on Administrative Agent, the Arranger and the Other Lenders



106



9.08




No Other Duties, Etc.



107



9.09




Administrative Agent May File Proofs of Claim; Credit Bidding



107



9.10




Collateral and Guaranty Matters



108



9.11




Secured Cash Management Agreements and Secured Hedge Agreements



109



9.12




Certain ERISA Matters



110



9.13




Recovery of Erroneous Payments



110






ARTICLE X




CONTINUING GUARANTY



111



10.01




Guaranty



111



10.02




Rights of Lenders



111



10.03




Certain Waivers



112



10.04




Obligations Independent



112



10.05




Subrogation



112



10.06




Termination; Reinstatement



112



10.07




Stay of Acceleration



113



10.08




Condition of Borrower



113



10.09




Appointment of Borrower



113



10.10




Right of Contribution



113



10.11




Keepwell



113






ARTICLE XI




MISCELLANEOUS



114



11.01




Amendments, Etc.



114



11.02




Notices; Effectiveness; Electronic Communications



116



11.03




No Waiver; Cumulative Remedies; Enforcement



118



11.04




Expenses; Indemnity; Damage Waiver



118



11.05




Payments Set Aside



120





iii











TABLE OF CONTENTS










































































































































































































Section






Page



11.06




Successors and Assigns



120



11.07




Treatment of Certain Information; Confidentiality



125



11.08




Right of Setoff



126



11.09




Interest Rate Limitation



127



11.10




Integration; Effectiveness



127



11.11




Survival of Representations and Warranties



127



11.12




Severability



127



11.13




Replacement of Lenders



128



11.14




Governing Law; Jurisdiction; Etc.



129



11.15




Waiver of Jury Trial



130



11.16




Subordination



130



11.17




No Advisory or Fiduciary Responsibility



130



11.18




Electronic Execution; Electronic Records; Counterparts



131



11.19




USA Patriot Act Notice



132



11.20




Acknowledgement and Consent to

Bail-In

of Affected Financial Institutions



132



11.21




Amendment and Restatement



133



11.22




Release of Certain Guarantors



134



11.23




Judgment Currency



134



11.24




Acknowledgement Regarding Any Supported QFCs



134





iv

























































































































































































BORROWER PREPARED SCHEDULES





Schedule 1.01(c)




Responsible Officers


Schedule 5.11




Pension Plans


Schedule 5.17(a)




Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments


Schedule 5.17(b)




Loan Parties


Schedule 5.18




Collateral


Schedule 7.01




Existing Liens


Schedule 7.02




Existing Indebtedness


Schedule 7.03




Existing Investments


Schedule 7.14




Excluded Accounts



ADMINISTRATIVE AGENT PREPARED SCHEDULES



Schedule 1.01(a)




Certain Addresses for Notices


Schedule 1.01(b)




Initial Revolving Commitments and Applicable Percentages


Schedule 1.01(d)




Existing Letters of Credit


Schedule 2.01




Swingline Commitments


Schedule 2.03




Letter of Credit Commitments



EXHIBITS



Exhibit A




Form of Administrative Questionnaire


Exhibit B




Form of Assignment and Assumption


Exhibit C




Form of Compliance Certificate


Exhibit D




Form of Joinder Agreement


Exhibit E




Form of Loan Notice


Exhibit F




Form of Permitted Acquisition Certificate


Exhibit G




Form of Revolving Note


Exhibit H




Form of Secured Party Designation Notice


Exhibit I




Form of Solvency Certificate


Exhibit J




Form of Swingline Loan Notice


Exhibit K




[Reserved.]


Exhibit L




Form of Officer’s Certificate


Exhibit M




Forms of U.S. Tax Compliance Certificates


Exhibit N




Form of Authorization to Share Insurance Information


Exhibit O




Form of Notice of Loan Prepayment




v












THIRD AMENDED AND RESTATED




CREDIT AGREEMENT



This

THIRD AMENDED AND RESTATED


CREDIT AGREEMENT

(this “


Agreement


”) is entered into as of November 7, 2022, among

THE HACKETT GROUP, INC.

, a Florida corporation (the “


Borrower


”),
the Guarantors (defined herein), the Lenders (defined herein),

BANK OF AMERICA, N.A.

, as Administrative Agent, a Lender, Swingline Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto, and amends and restates
that certain Second Amended and Restated Credit Agreement among the Borrower and Bank of America dated May 9, 2016 (as amended, the “

Existing Credit Agreement

”).




PRELIMINARY STATEMENTS:




WHEREAS

, under the Existing Credit Agreement, Bank of America has made available to the Borrower a revolving credit facility with a
letter of credit

sub-facility.




WHEREAS

, the Borrower has requested that the Existing
Credit Agreement be amended and restated to extend the maturity date of the revolving credit facility and make certain other changes as set forth herein, and the Lenders, the Swingline Lender and each L/C Issuer has agreed to make such amendments to
the Existing Credit Agreement and make such loans and other financial accommodations to the Borrower on the terms and subject to the conditions set forth herein.




WHEREAS

, the Lenders, the Swingline Lender and each L/C Issuer have agreed to make such loans and other financial accommodations to the
Loan Parties on the terms and subject to the conditions set forth herein.




NOW THEREFORE

, in consideration of the mutual covenants
and agreements herein contained, the parties hereto covenant and agree as follows:




ARTICLE I





DEFINITIONS AND ACCOUNTING TERMS





1.01

Defined Terms

.



As used in this Agreement, the following terms shall have the meanings set forth below:



“


Acquisition


” means the acquisition, whether through a single transaction or a series of related transactions, of
(a) a controlling equity interest or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes
exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of
another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.



“


Additional Lenders


” has the meaning set forth in

Section




2.17(d).



“


Additional Secured Obligations


” means (a) all obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements





1











of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including
interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest, expenses and fees are allowed claims in such proceeding;

provided

that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.



“


Administrative Agent


” means Bank of America in its capacity as administrative agent under any of the Loan Documents,
or any successor administrative agent.



“


Administrative Agent



’



s






Office


” means the Administrative Agent’s address and, as appropriate, account as set forth on

Schedule 1.01(a

), or such other address or account as the Administrative Agent may from time to time notify the Borrower
and the Lenders.



“


Administrative Questionnaire


” means an Administrative Questionnaire in substantially the form
of

Exhibit A

or any other form approved by the Administrative Agent.




“



Affected Financial
Institution



”

means (a) any EEA Financial Institution or (b) any UK Financial Institution.



“


Affiliate


” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified.



“


Aggregate
Commitments


” means the Revolving Commitments of all the Lenders.



“


Agreement


” means this Third
Amended and Restated Credit Agreement, including all schedules, exhibits and annexes hereto.



“


Alternative
Currency


” means each of Euros and Sterling, to the extent such currencies are readily available and free transferable and convertible into Dollars.



“


Applicable Law


” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is
subject.



“


Appropriate






Lender


” means, at any time, (a) with respect to the Revolving
Facility, a Lender that has a Revolving Commitment with respect to the Revolving Facility or holds a Revolving Loan under the Revolving Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer

s

and (ii) if any Letters of Credit have been issued pursuant to

Section




2.03

, the Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are
outstanding pursuant to

Section




2.04(a

), the Lenders.



“


Applicable Percentage


” means, in
respect of the Revolving Facility, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Lender’s Revolving Commitment at such time, subject to adjustment
as provided in

Section




2.15

. If the Revolving Commitment of all of the Lenders to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to

Section




8.02

, or if the Revolving Commitments have expired, then the Applicable Percentage of each Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Lender most
recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time





2











of determination. The Applicable Percentage of each Lender in respect of the Revolving Facility is set forth opposite the name of such Lender on

Schedule 1.01(b

) or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.



“


Applicable Rate


” means, for any
day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Leverage Ratio), it being understood that the Applicable Rate for (a) Revolving Loans that are Base Rate Loans shall be the
percentage set forth under the column “Base Rate”, (b) Revolving Loans that are BSBY Rate Loans shall be the percentage set forth under the column “BSBY Rate & Letter of Credit Fee”, (c) the Letter of Credit
Fee shall be the percentage set forth under the column “BSBY Rate & Letter of Credit Fee”, and (d) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:






























































































































Applicable Rate





Level





Consolidated Leverage Ratio




BSBY Rate & Letter


of Credit Fee



Base


Rate



Commitment


Fee



1




< 1.00:1.00



1.50

%



0.75

%



0.125

%


2





>

1.00:1.00 but < 1.75:1.00



1.75

%



1.00

%



0.250

%


3





>

1.75:1 but < 2.50:1.00



2.00

%



1.25

%



0.375

%


4





>

2.50:1.00



2.25

%



1.50

%



0.500

%


Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio
shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to

Section




6.02(a

);

provided

,

however

, that if a Compliance Certificate is not
delivered when due in accordance with

Section




6.02(a

), then, upon the request of the Required Lenders, Pricing Level 4 shall apply, in each case as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered.



Notwithstanding anything to the contrary contained in this definition except as provided in clause (ii), (i) the determination of the
Applicable Rate for any period shall be subject to the provisions of

Section




2.10(b

) and (ii) subject to the preceding paragraph, the initial Applicable Rate on and after the Restatement Date shall be set at
Pricing Level 2 until the first Business Day immediately following the date a Compliance Certificate for the fiscal quarter ended December 31, 2022 is delivered pursuant to

Section




6.02(a

) to the Administrative
Agent.



The Applicable Rate set forth above shall be increased as, and to the extent, required by

Section




2.10(b)

.



“


Approved Fund


” means any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.



“


Arranger


” means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.



“


Assignment and Assumption


” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with
the consent of any party whose consent is required by

Section




11.06(b

)), and accepted by the Administrative Agent, in substantially the form of

Exhibit




B

or any other form (including an electronic
documentation form generated by use of an electronic platform) approved by the Administrative Agent.





3











“


Attributable Indebtedness


” means, on any date, (a) in respect
of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other
agreement or instrument were accounted for as a Capitalized Lease, (c) all Synthetic Debt of such Person, (d) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account
reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (e) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt
rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.



“


Audited Financial Statements


” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for
the fiscal year ended December 31, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Borrower


and its Subsidiaries, including the notes thereto.



“


Authorization to Share Insurance Information


” means the authorization substantially in the form of

Exhibit
N

(or such other form as required by each of the Loan Party’s insurance companies).



“


Availability
Period


” means the period from and including the Restatement Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Revolving Commitment pursuant to

Section




2.06

, and
(iii) the date of termination of the Revolving Commitment of the Lender to make Loans and of the obligation to make L/C Credit Extensions pursuant to

Section




8.02

.



“


Available Liquidity


” means, at any date of determination, the sum of (i) the aggregate principal amount of
Revolving Loans available to be borrowed under

Section




2.01


plus

(ii) unencumbered cash, Cash Equivalents and other readily marketable securities of the Loan Parties reasonably acceptable to the Administrative
Agent, in each case subject to no Liens or restrictions, other than Permitted Liens of the type described in

Section




7.01(k)

and

(p)

.



“


Bail



-



In Action


” means the exercise of any Write-Down and Conversion Powers by the applicable
Resolution Authority in respect of any liability of an Affected Financial Institution.



“


Bail



-



In
Legislation


” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or
requirement for such EEA Member Country from time to time which is described in the EU

Bail-In

Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).



“


Bank of America


” means Bank of America,
N.A. and its successors.



“


Base Rate


” means for any day a fluctuating rate of interest per annum equal to the
highest of (a) the Federal Funds Rate

plus

0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the BSBY Rate

plus

0.75%, subject to





4











the interest rate floors set forth therein;

provided

that if the Base Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as
an alternate rate of interest pursuant to

Section




3.03

hereof, then the Base Rate shall be the greater of

clauses (a

) and (

b

) above and shall be determined without reference to

clause
(c

) above.



“


Base Rate Loan


” means a Loan that bears interest based on the Base Rate.



“


Beneficial Ownership Certification


” means a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation.



“


Beneficial Ownership Regulation


” means 31 C.F.R. § 1010.230.



“


Benefit Plan


” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to
Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or
Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.



“


BHC Act
Affiliate


” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.




“



Bloomberg



”

means Bloomberg Index Services Limited.



“


Board


” means the board of directors or equivalent governing




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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