Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Amended Subordinated Credit Agreement
On July 21, 2025, the Company entered into Amendment No. 2 to Subordinated Credit Agreement ("Amendment No. 2" and, together with Senior Amendment No. 3, the "Amendments") with the guarantors party thereto, the lenders party thereto and U.S. Bank Trust Company, National Association, as agent (the "Subordinated Agent"), which amends that certain Subordinated Credit Agreement, dated as of October 17, 2024, among the Company, the guarantors party thereto, the lenders party thereto and the Subordinated Agent (as amended by that certain Waiver and Amendment No. 1, dated as of March 3, 2025, the "Existing Subordinated Credit Agreement" and, as amended by Amendment No. 2, the "Amended Subordinated Credit Agreement"; the Amended Subordinated Credit Agreement, together with the Amended Credit Agreement, the "Credit Agreements").
Amendment No. 2 amends the Existing Subordinated Credit Agreement to, among other things, (i) provide for the incurrence of a $35.0 million incremental facility (as described in further detail below), (ii) suspend, until the four-quarter period ending January 31, 2027, testing of the fixed charge coverage ratio, the net leverage ratio and the minimum EBITDA covenants in the Amended Subordinated Credit Agreement, (iii) reduce the minimum EBITDA requirement, (iv) reduce the minimum quarterly average liquidity requirement from $17.5 million to $15.0 million, (v) permit the Company to engage in the Specified Permitted Individual Disposition, on the terms, and subject to documentation, reasonably acceptable to the Subordinated Agent (subject to certain requirements with respect to the application of any net cash proceeds from such Specified Permitted Individual Disposition), and (vi) require the Company to adopt management incentive and retention arrangements for its key personnel in connection with the contemplation of the Company's strategic alternatives.
Amendment No. 2 provides for an incremental priority subordinated unsecured term loan facility in the aggregate principal amount of $35.0 million (the "Incremental Priority Subordinated Credit Facility"). The interest on the Incremental Priority Subordinated Credit Facility is required to be paid in kind monthly in arrears, by capitalizing and adding the unpaid and accrued amount of such interest to the aggregate outstanding principal amount of the Incremental Priority Subordinated Credit Facility on the last business day of each month. The Incremental Priority Subordinated Credit Facility will rank senior in right of payment to the existing subordinated term loans under the Amended Subordinated Credit Agreement. The Incremental Priority Subordinated Credit Facility is not subject to any make-whole premium.
Under the Amended Subordinated Credit Agreement, the interest rate applicable to the Incremental Priority Subordinated Credit Facility is required to be the greater of (x) highest per annum interest rate then applicable to the Term Loans under the Amended Credit Agreement, and (y) Term SOFR (as defined in the Amended Credit Agreement) plus 10.5%. The Company is required to deliver to the Subordinated Agent a certificate, signed by the chief financial officer or treasurer of the Company, on a quarterly basis certifying the applicable interest rate then in effect and the interest rate(s) that were in effect (and the duration of effect of each such interest rate) for Term Loans under the Amended Credit Agreement during the most recently completed fiscal quarter.
Under the Amended Subordinated Credit Agreement, the required minimum EBITDA was amended and restated such that (i) for the four-quarter period ending January 31, 2027, the Company is required to maintain a minimum EBITDA of $26,000,000, (ii) for the four-quarter period ending April 30, 2027, the Company is required to maintain a minimum EBITDA of $28,000,000, (iii) for the four-quarter period ending July 31, 2027, the Company is required to maintain a minimum EBITDA of $30,000,000, and (iv) for the four-quarter period ending October 31, 2027 and the four-quarter period ending on the last day of each fiscal quarter thereafter, the Company is required to maintain a minimum EBITDA of $32,000,000.
Except as otherwise discussed above, the Incremental Priority Subordinated Credit Facility generally has the same terms and is subject to the same conditions applicable to the existing subordinated term loans under the Amended Subordinated Credit Agreement. The other material terms of the Amended Subordinated Credit Agreement remain unchanged.
Terms used, but not defined, in this Amendment No.8 have the meanings set forth in the Amended Credit Agreement or the Amended Subordinated Credit Agreement, as applicable.