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ACLI > SEC Filings for ACLI > Form 8-K on 13-Jul-2009All Recent SEC Filings

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Form 8-K for AMERICAN COMMERCIAL LINES INC.


13-Jul-2009

Entry into a Material Definitive Agreement, Termination of a Mater


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Execution of New Credit Facility
On July 7, 2009, Commercial Barge Line Company ("CBLC"), a direct wholly owned subsidiary of American Commercial Lines Inc. (the "Company") and certain of its direct wholly owned subsidiaries (together with CBLC, the "Borrowers") entered into a new Credit Agreement (the "Credit Agreement") with Bank of America, N.A. as administrative agent, collateral agent and security trustee, the lending institutions from time to time party thereto (the "Lenders"), Banc of America Securities LLC, Wachovia Capital Markets, LLC, UBS Securities LLC and Suntrust Robinson Humphrey, Inc., as joint lead arrangers, Banc of America Securities LLC, Wachovia Capital Markets, LLC, UBS Securities LLC and Suntrust Robinson Humphrey, Inc., as joint book runners, Wells Fargo Foothill, LLC, as syndication agent, and UBS Securities LLC, Suntrust Bank and RBS Business Capital, as co-documentation agents. The Credit Agreement consists of a first-lien senior secured four-year revolving credit facility (the "Credit Facility") in an aggregate principal amount of up to $390,000,000, a portion of which is available for letters of credit and swingline loans for the Borrowers. The Credit Facility is guaranteed by the Company and will generally be guaranteed by its direct and indirect wholly owned domestic subsidiaries (together with the Company, the "Guarantors") and is secured by substantially all of the assets of the Borrowers and Guarantors. The Credit Agreement replaces the Company's existing revolving credit facility described in item 1.02 of this Current Report on Form 8-K. The material terms of the Credit Agreement include the following:
Maturity. The Credit Agreement is scheduled to mature, and the commitments thereunder will terminate, on July 7, 2013.
Interest Rate and Fees. Outstanding borrowings under the Credit Agreement will accrue interest at an annual rate of interest equal to (i) LIBOR plus the applicable spread, as described below, or (ii) a base rate plus the applicable spread, as described below. The base rate is the greater of the prime rate publicly announced by the Bank of America, N.A., the federal funds rate plus 0.50% and LIBOR for a one month interest period plus 1.00%. The applicable spread will be the percentage described in the following chart based upon the unused availability under the Credit Facility:

                                                                     Base Rate          LIBOR
Tier                       Unused Availability                         Loans            Loans
  1        Greater than or equal to $175,000,000                         2.75 %          3.75 %
  2        Greater than or equal to $75,000,000 and less than
           $175,000,000                                                  3.00 %          4.00 %
  3        Less than $75,000,000                                         3.25 %          4.25 %

Until July 7, 2010, the applicable spread shall be determined as if Level 2 were applicable and, thereafter, shall be subject to increase or decrease based on the borrowing base reported each month (and during a cash dominion period, each week) in accordance with the Credit Agreement, which change shall be effective on the day of receipt. If any such borrowing base report has not been received within one day of the due date, then the applicable spread shall be determined as if Level 3 were applicable, from such day until the day of actual receipt. If an event of default exists at the time any reduction in the applicable spread is to be implemented, such reduction shall not occur until the first day of the calendar month following the date on which such event of default is no longer continuing.
Mandatory Prepayments. If at any time the Borrowers' outstanding borrowings under the Credit Agreement (including outstanding letters of credit and swingline loans) exceed the borrowing base as in effect at such time, the Company will be required to prepay an amount equal to such excess. Subject to certain conditions and exceptions, the Company will be required to prepay outstanding amounts under the Credit Agreement in an


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amount equal to 100% of the net proceeds from dispositions of assets, issuance of debt and insurance proceeds or condemnation awards, unless with respect to insurance proceeds and sale proceeds of obsolete equipment such proceeds are reinvested within 180 days in accordance with the terms and conditions specified in the Credit Agreement. Such mandatory prepayments will not permanently reduce the available commitments under the Credit Agreement.
Voluntary Prepayments. Subject to certain conditions and restrictions, the Credit Agreement will allow us to voluntarily reduce the amount of the revolving commitments and to prepay the loans.
Covenants. The Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict the ability of the Borrowers and Guarantors to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; pay dividends or make other payments in respect of the Company's capital stock; amend material documents; change the nature of the Company's business; make certain payments of debt; engage in certain transactions with affiliates; and enter into sale/leaseback or hedging transactions, in each case, subject to certain qualifications and exceptions.
Financial Covenants. At any time that availability under the Credit Agreement is less than the greater of 17.5% of the borrowing base and $50 million, the Company will be required to maintain a first lien leverage ratio of no greater than 3.0 to 1.0 (declining according to a fixed schedule to 2.0 to 1.0) and a minimum fixed charge coverage ratio of 1.1 to 1.0 until such time as availability under the Credit Agreement is greater than or equal to the greater of 17.5% of the borrowing base and $50 million for 45 consecutive calendar days.
Cash Dominion. At any time that availability under the Credit Agreement is less than the greater of 20% of the borrowing base and $50 million for five consecutive business days (and until such time as availability under the Credit Agreement is greater than or equal to the greater of 20% of the borrowing base and $50 million for 45 consecutive calendar days), amounts in any deposit account will be transferred daily into a blocked account held by the Administrative Agent and applied to reduce the outstanding amounts under the Credit Agreement.
Events of Default. The Credit Agreement contains customary events of default such as non-payment of obligations under the Credit Agreement, violation of affirmative and negative covenants, material inaccuracy of representations, defaults under other material debt, bankruptcy, ERISA and judgment defaults, . . .



ITEM 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
On July 7, 2009, the Company entered into the Credit Facility and the Credit Agreement and consequently replaced its existing revolving credit agreement, dated as of April 27, 2007 (as amended, modified or supplemented from time to time, the "Existing Credit Agreement"), by and among American Commercial Lines LLC, Jeffboat LLC and ACL Transportation Services LLC, each a wholly owned indirect subsidiary of the Company and collectively, the "Obligated Parties"), Wells Fargo Bank, National Association as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, Fortis Capital Corp. and Bank of America, N.A. (as successor to La Salle Bank National Association) as co-documentation agents, and the financial institutions party thereto from time to time.
As of the date hereof, the Existing Credit Agreement provided for borrowing of up to $475 million, which would be reduced to a maximum of $450 million on December 31, 2009 and $400 million on December 31, 2010. The Existing Credit Agreement was scheduled to expire on March 31, 2011.
Borrowings made pursuant to the Existing Credit Agreement bore interest at a spread on LIBOR and base rate loans of 550 basis points and 450 basis points respectively, with 50 basis point increases each six months after February 20, 2009, and provide for a minimum rate of 3% and 5% on LIBOR and the base rate respectively. The minimum LIBOR borrowing rate under the Existing Credit Agreement would have been 9% as of August 20, 2009 , 9.5% as of February 20, 2010, 10% as of August 20, 2010 and 10.5% as of February 20, 2011. In connection with the Company's execution of the Credit Agreement, all indebtedness of the Obligated Parties outstanding under the Existing Credit Agreement has been paid in full, outstanding letters of credit thereunder terminated (other than with respect to existing letters of credit converted into letters of credit under the Credit Agreement), all commitments were terminated, and the liens heretofore granted by any Obligated Party under the Existing Credit Agreement were terminated and released. The Company does not anticipate incurring any material early termination penalties.



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 under Item 1.01 of this report is incorporated by reference in this Item 2.03.
Upon the closing of the sale of the Notes, CBLC became obligated as issuer of $200 million aggregate principal amount of secured senior indebtedness under the Notes. The Notes are guaranteed on a senior secured basis by the Guarantors. The Trustee or holders of at least 25% in principal amount of the outstanding Notes can declare 100% of the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately if specified events of default occur and are continuing. Events of default include, with certain specified exceptions and qualifications, the following events: the failure to pay the principal of any Note when due and payable at its stated maturity or upon acceleration, redemption or otherwise; the failure to make payment of interest on any Note when due and payable; a default in the performance of or breaches of other provisions of the Indenture or any collateral agreement or under the Notes; a default on certain other outstanding indebtedness or a failure to discharge certain judgments; certain events of bankruptcy, insolvency or reorganization relating to CBLC or any significant subsidiary; the failure of certain guarantees to be in full force and effect or the denial by a guarantor of its obligations under its guarantee; and the failure of any agreement with respect to the assets securing the Notes as collateral to cease to be in full force and effect with respect to a material portion of such collateral, or to cease to give the collateral agent for the benefit of the holders of the Notes the liens, rights, powers and privileges in any material portion of such collateral. Upon the occurrence of any of the foregoing events of bankruptcy, insolvency or reorganization, payment under the Notes will become immediately due and payable without any act on the part of the Trustee or any holder of the Notes.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.


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                    Exhibit
                    Number    Description
                    99.1      Press Release dated July 7, 2009


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