Item 1.01. Entry into a Material Definitive Agreement.
On February 10, 2009, the Registrant's wholly-owned subsidiary, TimePayment
Corp. (the "Borrower") entered into an amended secured revolving line of credit
(the "Facility") with Sovereign Bank, as agent (the "Agent") and the lenders
thereunder (the "Lenders"). The Facility was originally entered into in
August 2007. It was amended and restated in July 2008 in order to increase the
total commitment of the Lenders from $30 million to $60 million.
In connection with the most recent amendment, the total commitment of the
Lenders was further increased from $60 million to $85 million, through the
addition of one Lender and the increased commitment of another. Availability
under the Facility remains subject to a borrowing base that is calculated with
respect to eligible receivables. Under the amendment, the interest rate payable
by the Borrower under the Facility for Base Rate loans was increased from the
Base Rate (defined in the Facility to mean the "prime rate" made available by
the Agent from time to time) to the Base Rate plus 1.75%. The interest rate on
LIBOR loans was increased from LIBOR plus 2.75% to LIBOR plus 3.75%. In either
case, the interest rate will not be below five percent. The Registrant was in
compliance with the covenants of the Facility at the time of the February 10
amendment.
The other material terms of the Facility remain the same, including the
borrowing base calculation, the maturity date of August 10, 2010, and the other
affirmative and negative covenants applicable to the Registrant and the Borrower
(including financial covenants). The Facility is guaranteed by the Registrant
and by Leasecomm Corporation ("Leasecomm"), also a wholly-owned subsidiary of
the Registrant. The Facility and related guarantees are secured by a first
priority security interest in the assets of the Borrower, the Registrant and
Leasecomm, including the equity interest of the Registrant in both the Borrower
and Leasecomm.
The foregoing description of the Facility is a summary only, and is qualified in
its entirety by reference to the Amended and Restated Credit Agreement between
the parties attached to the Registrant's Form 8-K filed on July 15, 2008 and the
amendments thereto described in this report.
On February 13, 2009, the Registrant issued a press release announcing the
amendment to the Facility. A copy of that press release is attached to this
report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit Exhibit Title
Exhibit 10.1 Agreement and Amendment No. 1 to Restated Credit Agreement
dated February 10, 2009
Exhibit 10.2 Additional Lender Supplement dated February 10, 2009
Exhibit 10.3 Commitment Increase Supplement dated February 10, 2009
Exhibit 99.1 Press Release dated February 13, 2009
|
- 2 -
Table of Contents