Credit Agreement

12 Months Ended

Dec. 28, 2024

Debt Disclosure [Abstract]

Credit Agreement

Credit Agreement

As of December 28, 2024, the Company’s credit facility had a total commitment amount of $678 million. The credit

facility, as amended, is for general corporate purposes, to meet seasonal working capital requirements and to

repurchase its stock. The Credit Agreement includes an accordion feature which allows the Company to increase the

amount of the credit facility from $678 million to $1.0 billion, subject to lenders’ approval. The Credit Agreement

provides the lenders with a collateral security interest in substantially all of the Company’s assets and those of its

subsidiaries and requires the Company to comply with, among other things, a maximum net leverage ratio and a

minimum interest coverage ratio.

The Company amended the Credit Agreement on November 2, 2023. The amendment, among other things: (a)

decreased the total aggregate commitment under the Credit Agreement from $825 million to $685 million; (b)

decreased the $625 million revolving loan commitment to $485 million; (c) decreased the accordion from $400 million to

$342.5 million; (d) increased the Applicable Commitment Fee Rate to 50 basis points when the Net Leverage Ratio is

greater than or equal to 3.50 to 1.00 (as each is defined in the Credit Agreement); (e) increased the Applicable Margin

by 25 to 75 basis points for each respective range of Net Leverage Ratios (as each is defined in the Credit Agreement);

(f) deemed the Company’s Net Leverage Ratio as greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 as of

the amendment effective date to set pricing for the Applicable Commitment Fee Rate and Applicable Margin until

receipt of the compliance certificate for the quarterly reporting period ending December 30, 2023; (g) amended the

definition of Consolidated EBITDA (as defined in the Credit Agreement) to include cash add backs, capped at

$30 million for the quarterly reporting periods ending December 30, 2023, March 30, 2024, June 29, 2024, September

28, 2024, and December 28, 2024 and capped at $20 million for each quarterly reporting period ending thereafter; (h)

amended the definitions of each of Net Leverage Ratio and Senior Secured Leverage Ratio (as each is defined in the

Credit Agreement) to include the total operating lease liabilities of borrower, as calculated in accordance with ASC 842

accounting guidance (as of the end of the most recently completed quarterly reporting period) replacing the prior

language of six multiplied by Consolidated Rent Expense (for the most recently completed four quarterly reporting

periods); (i) adjusted the permissible maximum Net Leverage Ratio (as defined in the Credit Agreement) to (I) 5.00 to

1.00 for the quarterly reporting periods ending December 30, 2023 and March 30, 2024, (II) 5.50 to 1.00 for the quarterly

reporting period ending June 29, 2024, (III) 5.00 to 1.00 for the quarterly reporting period ending September 28, 2024,

(IV) 4.80 to 1.00 for the quarterly reporting period ending December 28, 2024, and (V) 4.00 to 1.00 for each quarterly

reporting period occurring thereafter; (j) adjusted the permissible minimum Interest Coverage Ratio (as defined in the

Credit Agreement) to (I) 1.50 to 1.00 for the quarterly reporting periods ending December 30, 2023 and March 30, 2024,

(II) 1.25 to 1.00 for the quarterly reporting period ending June 29, 2024, (III) 1.50 to 1.00 for the quarterly reporting

periods ending September 28, 2024 and December 28, 2024, and (IV) 3.00 to 1.00 for each quarterly reporting period

occurring thereafter; and (k) decreased the requisite Net Leverage Ratio from 3.75 to 1.00 down to 3.00 to 1.00 (under

the new applicable definitions) before any Acquisitions (with the exception of the Specified Acquisition) or Restricted

Payments (as each is defined in the Credit Agreement) may be made. A fee for the amendment was payable to the

approving lenders in an amount equal to 20 basis points multiplied by the sum of such lender's Revolving Credit

Commitment and outstanding Term Loans (as each is defined in the Credit Agreement).

The following tables summarizes the Company’s borrowings under the credit facility ($ in thousands):

	December 28, 2024	December 30, 2023
Outstanding borrowings	$546,600	$539,500
Outstanding letters of credit	$7,147	$7,147
Additional borrowing capacity	$123,753	$138,353
Weighted-average interest rate	7.6%	8.5%

The Company amended the Credit Agreement on March 3, 2025. The amendment, among other things: (a) adds a

definition for "Liquidity" which means, on any date of determination, the sum of (x) Borrower's and its Subsidiaries'

unrestricted cash that is free and clear of Liens (other than those in favor of the Administrative Agent) plus (y) the

aggregate amount of unused Revolving Credit Commitments available for Credit Events on such date (including the

Borrower's ability to satisfy the requirements of Section 4.1 on such date) (as each is defined in the Credit Agreement);

(b) adds a Liquidity financial covenant wherein the Borrower shall cause the Liquidity to be equal or exceed $40 million

as of the last day of each fiscal month; (c) deems our Net Leverage Ratio as greater than or equal to 4.50 to 1.00 as of

the effective date to set pricing for the Applicable Commitment Fee Rate and Applicable Margin until receipt of the

compliance certificate for the quarterly reporting period ending September 27, 2025, (d) adjusts the permissible

maximum Net Leverage Ratio (as defined in the Credit Agreement) to (I) 4.75 to 1.00 for the quarterly reporting periods

ending March 29, 2025 and June 28, 2025, (II) 4.50 to 1.00 for the quarterly reporting period ending September 27,

2025, (III) 4.25 to 1.00 for the quarterly reporting period ending January 1, 2026, and (IV) 4.00 to 1.00 for each quarterly

reporting period occurring thereafter, and (e) adjusts the permissible minimum Interest Coverage Ratio (as defined in the

Credit Agreement) to (I) 1.90 to 1.00 for the quarterly reporting periods ending March 29, 2025, June 28, 2025, and

September 27, 2025, (II) 2.10 to 1.00 for the quarterly reporting period ending January 1, 2026, and (III) 3.00 to 1.00 for

each quarterly reporting period occurring thereafter. A fee for the amendment is payable to the approving lenders in an

amount equal to 20 basis points multiplied by the sum of such lender's Revolving Credit Commitment and outstanding

Term Loans (as each is defined in the Credit Agreement).

Under the terms of the Credit Agreement, the Company pays a variable rate of interest and a commitment fee based on

its leverage ratio. The Credit Agreement matures in December 2026. The Company was in compliance with all financial

covenants as of December 28, 2024.