Item 1.01. Entry into a Material Definitive Agreement
On April 21, 2009, the Corporation entered into a $100,000,000 three-year
secured accounts receivable credit facility (the "AR Credit Facility") with
Wells Fargo Bank, N.A. ("Wells Fargo"). The AR Credit Facility provides for
borrowings, on a revolving basis, of up to 90% of the Corporation's eligible
accounts receivable less than 90 days old and bears interest at a rate equal to
the one-month LIBOR plus 2.75%. Under the AR Credit Facility, purchases and
settlements will be made bi-weekly between the Corporation and Wells Fargo. Upon
the terms and subject to the conditions in the AR Credit Facility, Wells Fargo
may determine which receivables are eligible receivables, may determine the
amount it will advance on such receivables, and may require the Corporation to
repay advances made on receivables and thereby repay amounts outstanding under
the AR Credit Facility. Wells Fargo also has the right to require the
Corporation to repurchase receivables that remain outstanding 90 days past their
invoice date. The AR Credit Facility requires the Corporation's ratio of
consolidated debt to consolidated earnings before interest, taxes, depreciation,
depletion and amortization (EBITDA) for the trailing twelve months (the "Ratio")
to not exceed 3.25 to 1.00 as of the end of any fiscal quarter, provided that
the Corporation may exclude from the Ratio debt incurred in connection with
acquisitions for a period of 180 days so long as the Corporation maintains
specified ratings on its long-term unsecured debt and the Ratio calculated
without such exclusion does not exceed 3.50 to 1.00. The Corporation continues
to be responsible for the servicing and administration of the receivables.
The AR Credit Facility is filed as Exhibit 10.01 hereto and is incorporated
herein by reference, and the description of the AR Credit Facility contained
herein is qualified in its entirety by the terms of the AR Credit Facility.
On April 23, 2009, the Corporation entered into a $130,000,000 unsecured term
loan with SunTrust Bank, as Administrative Agent, Branch Banking and Trust
Company, as Syndication Agent, Northern Trust Company, as Documentation Agent,
and a syndicate of banks (the "Term Loan"). The Term Loan bears interest, at the
Corporation's option, at rates based upon LIBOR or a base rate, plus, for each
rate, basis points related to a pricing grid. The base rate is defined as the
highest of (i) the bank's prime lending rate, (ii) the Federal Funds rate plus
0.5% and (iii) one-month LIBOR plus 1%. The Term Loan requires quarterly
principal payments of $1.625 million through March 31, 2011 and $3.25 million
thereafter, with the remaining outstanding principal due in full on June 6,
2012. The Term Loan requires the Corporation's ratio of consolidated debt to
consolidated earnings before interest, taxes, depreciation, depletion and
amortization (EBITDA) for the trailing twelve months (the "Ratio") to not exceed
3.25 to 1.00 as of the end of any fiscal quarter, provided that the Corporation
may exclude from the Ratio debt incurred in connection with acquisitions for a
period of 180 days so long as the Corporation maintains specified ratings on its
long-term unsecured debt and the Ratio calculated without such exclusion does
not exceed 3.50 to 1.00.
The Term Loan is filed as Exhibit 10.02 hereto and is incorporated herein by
reference, and the description of the Term Loan contained herein is qualified in
its entirety by the terms of the Term Loan.