hhgregg, Inc. (the Company), as parent, Gregg Appliances, Inc.,
as borrower (the Borrower), HHG Distributing LLC (HHG), and each
existing and future domestic subsidiary of the Borrower (together
with the Company, the Borrower, and HHG, the Debtors) entered
into a Senior Secured Superpriority Debtor-In-Possession Credit
Facility (the DIP Credit Agreement) with Wells Fargo Bank,
National Association, as administrative and collateral agent (the
Agent), GACP Finance Co., LLC, as FILO agent (the FILO Agent),
and certain other lenders (the Lenders) consisting of (i) a
$50,000,000 senior secured superpriority revolving credit
facility (the Revolving Loans) and (ii) a $30,000,000 senior
secured superpriority first-in, last-out term loan facility (the
FILO Loans).

Prior to the issuance of a final order from the United States
Bankruptcy Court for the Southern District of Indiana (the
Bankruptcy Court) reasonably satisfactory in form and substance
to Agent (the Final Order), authorizing the DIP Credit Agreement,
the proceeds of (a) the Revolving Loans shall be used (i) to fund
certain expenses related to the bankruptcy proceedings discussed
in Item 1.03 below (the Chapter 11 Cases), and (ii) subject to
the budget required by the DIP Credit Agreement, for general
corporate purposes of the Borrower not otherwise prohibited by
the terms of the DIP Credit Agreement and (b) the FILO Loans
shall be used for the repayment of a portion of the outstanding
Loans under the Amended and Restated Loan and Security Agreement,
dated March 29, 2011, with Wells Fargo Bank, N.A., as
administrative agent and collateral agent for the lenders and the
lenders party thereto as amended by Amendments No. 1, No. 2 and
No. 3 (the Prior Facility) in accordance with the terms thereof.
Upon entry of the Final Order, in addition to the above, the
proceeds of the Revolving Loans shall be used for the repayment
of any remaining outstanding Loans under the Prior Facility.

The Borrowers obligations under the DIP Credit Agreement are
guaranteed by the Company and each of the other Debtors and are
secured by substantially all of the real and personal property of
the Debtors, subject to certain exceptions. The Revolving Loans
bear interest at a rate per annum equal to the Base Rate (as
defined in the Prior Facility and described in Item 1.02 below)
plus 3.00%. The FILO Loans bear interest at a rate per annum
equal to one-month LIBOR (as a reference rate, adjusted monthly)
plus 10.00%. Upon the occurrence and during the continuance of an
event of default under the DIP Credit Agreement, the interest
rate increases by 2% per annum. All obligations under the DIP
Credit Agreement, accrued or otherwise, shall be due and payable
in full on the earliest of (i) the date that is 12 months after
March 6, 2017, (ii) a sale of all or substantially all of the
assets of any Debtor under Section 363 of the Chapter 11 of Title
11 of the United States Code (the Bankruptcy Code) or otherwise,
(iii) 35 calendar days after March 6, 2017 if the Final Order is
not entered, (iv) the effective date of substantial consummation
of any plan of reorganization, (v) the date of acceleration of
the Obligations (as defined in the DIP Credit Agreement) and the
termination of the Aggregate Commitments (as defined in the DIP
Credit Agreement) upon the occurrence of an Event of Default (as
defined in the DIP Credit Agreement), or (iv) the filing of a
motion by any Debtor seeking dismissal of the Chapter 11 Cases,
the actual dismissal of the Chapter 11 Cases, the filing of a
motion by any Debtor seeking to convert the Chapter 11 Cases to a
case under Chapter 7 of the Bankruptcy Code, the conversion of
the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy
Code, or the appointment of a trustee or examiner with expanded
powers in the Chapter 11 Cases.

The DIP Credit Agreement includes representations from the
Borrower and the Company that are customary for
debtor-in-possession financing. The DIP Credit Agreement also
includes various affirmative and negative covenants applicable to
the Debtors, including a covenant to adhere to a budget delivered
satisfactory to the Agent and the FILO Agent and other customary
covenants for debtor-in-possession financings of this type,
including restrictions on the incurrence of indebtedness, capital
expenditures, mergers, sales and other dispositions of property
and other fundamental changes. The DIP Credit Agreement provides
for customary events of default, including defaults resulting
from non-payment of principal, interest or other amounts when
due, failure to perform or observe covenants, and the failure to
achieve certain milestones in the bankruptcy proceedings.

On March 6, 2017, the Debtors entered into the DIP Credit
Agreement as described in Item 1.01 above. The DIP Credit
Agreement succeeds and subsumes the Prior Facility.

The Prior Facility was comprised of a $20 million first-in
last-out revolving tranche (the Prior FILO) and a $280 million
revolver, subject to borrowing availability. The Prior Facility
had a maturity date of June 28, 2021. Under the Prior Facility,
the first $20 million of borrowings are applied to the Prior
FILO, subject to a borrowing base equal to the sum of (i) 5% of
the eligible credit card A/R and (ii) 10% of the net orderly
liquidation value of eligible inventory, in each case subject to
customary reserves and eligibility criteria. Under the Prior
FILO, the inventory advance rate is reduced by 0.5% per quarter
to 6.0% and remains at 6.0% unless the fixed charge coverage
ratio is less than 1.0x, then it reduces by 0.5% each quarter to
5.0%.

If the fixed charge coverage ratio is less than 1.0x at that
time, the inventory advance rate is reduced to 0.25% each
quarter. Interest on the borrowings under the Prior FILO are
payable at a fluctuating rate based on LIBOR plus an applicable
margin of 450-500 bps based on the average quarterly excess
availability.

Borrowings greater than $20 million were subject to similar terms
and rates under the Prior Facility. As defined, under the Prior
Facility, the defined borrowing base is equal to the sum of (i)
90.0% of the net orderly liquidation value of all eligible
inventories and (ii) 90% of all commercial and credit card
receivables, in each case subject to customary reserves and
eligibility criteria. Interest on the Prior Facility was payable
at a fluctuating rate based on LIBOR plus an applicable margin of
150-200 bps based on the average quarterly excess availability.

On March 6, 2017, the Company and each of its subsidiaries filed
voluntary petitions for reorganization relief under the
Bankruptcy Code in the Bankruptcy Court. The Debtors will
continue to manage their properties and operate their businesses
as debtors-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

On March 6, 2017, the Company issued a press release with respect
to the foregoing events. A copy of the press release is being
filed as Exhibit 99.1 to this current report on Form 8-K and
incorporated by reference into this Item 1.03.

In connection with the filing for relief under the Bankruptcy
Code, the Company and its subsidiaries entered into the DIP
Credit Agreement on March 6, 2017, as described in Item 1.01
above.

On March 6, 2017, the Company and its subsidiaries entered into
the DIP Credit Agreement. The information provided in Item 1.01
above is incorporated by reference into this Item 2.03.

On March 6, 2017, the Company and each of its subsidiaries filed
voluntary petitions for reorganization relief under the
Bankruptcy Code in Bankruptcy Court as described in Item 1.03
above. The filing of the bankruptcy petitions constituted an
event of default under the Prior Facility, which is described in
Item 1.02 above. As a result of such event of default, all
obligations under the Prior Facility became automatically and
immediately due and payable. The total amount of such obligations
was $56.2 million as of March 6, 2017.

While the Company believes that any efforts to enforce such
payment obligations under the Prior Facility are stayed as a
result of the filing of the bankruptcy petitions, the obligations
of all parties to the Prior Facility under such agreement have
been subsumed by the DIP Credit Agreement, as described in Item
1.01 above.

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