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| CMTL > SEC Filings for CMTL > Form 8-K on 30-Jun-2009 | All Recent SEC Filings |
30-Jun-2009
Entry into a Material Definitive Agreement, Creation of a Di
On June 24, 2009, Comtech Telecommunications Corp. (the "Company") entered into a three-year, $100.0 million revolving credit facility (the "Facility") with Citibank, N.A., as administrative agent (the "Administrative Agent"), and the lenders signatory thereto (JP Morgan Chase Bank, N.A., Bank of America, N.A., Manufacturers and Traders Trust Company and New York Commercial Bank). The Facility, which replaces the Company's $15.0 million uncommitted and cancelable line of credit with Citibank, N.A., is secured by a pledge of all shares of the Company's domestic subsidiaries and a percentage of its shares in certain of its foreign subsidiaries.
Borrowings under the Facility, including outstanding letters of credit issued thereunder, will bear interest at a base rate or a London Interbank Offered Rate ("LIBOR") plus a margin. The margin is subject to adjustment depending on the Company's ratio of consolidated total indebtedness to consolidated EBITDA, as defined.
The Company has paid an origination fee in connection with the Facility. Certain additional fees payable under the Facility include: (i) a letter of credit fronting fee on the face amount of certain letters of credit; and (ii) an undrawn line fee (subject to adjustment as described above).
The Facility is subject to financial covenants that require the Company to maintain, commencing with the fiscal period ended July 31, 2009, (i) a Minimum Consolidated EBITDA; (ii) a Minimum Fixed Charge Coverage Ratio; and (iii) a Maximum Leverage Ratio, in each case calculated based on the four prior consecutive fiscal quarters (measured on a consolidated basis). Additionally, the Facility allows for Permitted Acquisitions and also contains usual and customary covenants that, among other things, provide limits relating to the Company's ability to incur debt, make certain payments (including dividends), repurchase shares of common stock of the Company, sell certain assets, and make certain investments.
The Facility is also subject to usual and customary borrowing conditions and events of default, the occurrence of which events would entitle the lenders to accelerate the maturity of any outstanding borrowings and terminate their commitment to make future loans.
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
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