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Quotes & Info
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| ACLI > SEC Filings for ACLI > Form 8-K on 13-Jul-2009 | All Recent SEC Filings |
13-Jul-2009
Entry into a Material Definitive Agreement, Termination of a Mater
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 %
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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
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,
. . .
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.
Exhibit
Number Description
99.1 Press Release dated July 7, 2009
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