WEBER INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Agreement.

On December 27, 2022, Weber-Stephen Products LLC, a Delaware limited liability
company (“Weber-Stephen”), a subsidiary of Weber Inc., a Delaware corporation,
entered into an amendment (the “Amendment”) to that certain Credit Agreement
dated as of October 30, 2020 (as previously amended and as further amended
pursuant to the Amendment, the “Credit Agreement”) by and among Weber-Stephen,
as borrower, Weber-Stephen Products Belgium BV, as euro borrower, the lenders
party thereto and Bank of America, N.A. as an issuing bank, as swingline lender
and as administrative agent (the “Administrative Agent”).

Pursuant to the Amendment, the maximum net first lien leverage ratio covenant of
7.00:1.00 (the “Financial Covenant”) is waived for the fiscal quarters ending
December 31, 2022, and March 31, 2023, in each case, on the terms set forth
below (the “Waiver”).

The Waiver shall be automatically terminated upon the occurrence of any Covenant
Waiver Termination Event (as defined in the Credit Agreement to include, among
other events, if the Take-Private Transaction (as defined in the Credit
Agreement) does not occur within a certain period). If the Waiver is terminated,
Weber-Stephen must test the Financial Covenant for the most recently ended
fiscal quarter (the “Testing Quarter”) for which financial statements have been
delivered to the Administrative Agent, subject to its right to exercise an
equity cure as set forth in the Credit Agreement.

If the Waiver is terminated and Weber-Stephen is not in compliance with the
Financial Covenant for the Testing Quarter, in addition to other rights and
remedies of the Revolving Facility Lenders (as defined in the Credit Agreement)
provided for under the Credit Agreement, Weber-Stephen must pay the Revolving
Facility Lenders a fee (the “Contingent Fee”) in an amount equal to 3.0% per
annum in respect of any outstanding loans under the Revolving Facility (as
defined in the Credit Agreement). The Contingent Fee will continue to be payable
until Weber-Stephen is in compliance with the Financial Covenant for any two
consecutive fiscal quarter period ending on or after September 30, 2023, at
which time the Contingent Fee will terminate permanently.

From and after the earlier of (a) April 30, 2023 and (b) the date on which the
Specified Equity Contribution (as defined in the Credit Agreement) is made,
Weber-Stephen may not incur any further borrowings under the Revolving Facility
if after giving effect to any such borrowing, the obligations outstanding under
the Revolving Facility would exceed (x) $250 million or (y) if a Shareholder
Loan Agreement Cure (as defined in the Credit Agreement) has occurred, $200
million (the “Revolver Draw Limitation”). The Revolver Draw Limitation shall
terminate upon the earlier of (x) one year following the consummation of the
Take-Private Transaction and (y) the date on which Weber-Stephen demonstrates
compliance with the Financial Covenant for any fiscal quarter ending on or after
June 30, 2023.

Each lender under the Revolving Facility that consents to the Amendment will
receive an amendment fee in an amount equal to 0.25% of the Revolving Facility
Commitments (as defined in the Credit Agreement) held by such lender as of the
date of the Amendment.

The foregoing description of the Amendment is a summary and is qualified in its
entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1
to this Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits




Exhibit No.      Description

10.1               Fourth Amendment to Credit Agreement dated as of December 27,
                 2022 by and among Weber-Stephen Products LLC, as the Borrower,
                 Weber-Stephen Products Belgium BV, as the Euro Borrower, Bank of
                 America, N.A., as Administrative Agent and the Lenders party
                 thereto.

104              Cover Page Interactive Data File, formatted in Inline XBRL

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