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| CPX > SEC Filings for CPX > Form 8-K on 16-Oct-2009 | All Recent SEC Filings |
16-Oct-2009
Entry into a Material Definitive Agreement, Financial Statemen
• substituting Wells Fargo Foothill, LLC for Wells Fargo Bank, National Association, as U.S. administrative agent, and appointing Wells Fargo Foothill, LLC as U.S. issuing lender and U.S. swingline lender; and
• reducing the Company's U.S. revolving credit facility from $360,000,000 to up to $225,000,000 and the Canadian revolving credit facility from $40,000,000 to up to $15,000,000, in each case, subject to borrowing base limitations (as described in further detail below).
U.S. Borrowing Base Limitations. The Company's U.S. borrowing base is limited
to: (1) 85% of U.S. eligible billed accounts receivable, less dilution, if any,
plus (2) the lesser of 55% of the amount of U.S. eligible unbilled accounts
receivable or $10,000,000 plus (3) the lesser of the "equipment reserve amount"
and 80% times the most recently determined Net Liquidation Percentage (as
defined in the New Credit Agreement), times the value of the Company's and the
U.S. subsidiary guarantors' equipment, provided that at no time will the amount
determined under clause (3) exceed 50% of the U.S. borrowing base, minus (4) the
aggregate sum of reserves established by the U.S. administrative agent, if any.
The "equipment reserve amount" means $50,000,000 upon the effective date of the
Third Amendment, less $595,000 for each subsequent month, not to be reduced
below zero in the aggregate.
Canadian Borrowing Base Limitations. The Canadian Borrower's Canadian
borrowing base is limited to: (1) 80% of Canadian eligible billed accounts
receivable, plus (2) if the Canadian Borrower has requested credit for equipment
under the Canadian borrowing base, the lesser of (i) $15,000,000, and (ii) 80%
times the most recently determined Net Liquidation Percentage (as defined in the
New Credit Agreement), times the value (calculated on a basis consistent with
the Company's historical accounting practices) of the Company's and the U.S.
subsidiary guarantors' equipment, minus (3) the aggregate amount of reserves
established by the Canadian administrative agent, if any.
Interest Rate. Subject to certain limitations set forth in the New Credit
Agreement, the Company has the ability to elect how interest under the New
Credit Agreement will be computed. Interest may be determined by reference to
(1) the London Inter-bank Offered Rate, or LIBOR, plus an applicable margin
between 3.75% and 4.25% per annum (with the applicable margin depending upon the
Excess Availability Amount (as defined in the New Credit Agreement)) or (2) the
"Base Rate" (which means the higher of the Prime Rate, Federal Funds Rate plus
0.50%, or the 3-month LIBOR plus 1.00% and 3.50%), plus the applicable margin,
as described above. For the
period from the effective date of the Third Amendment until the six-month
anniversary of the effective date of the Third Amendment, interest will be
computed as described above with an applicable margin rate of 4.00%. If an event
of default exists or continues under the New Credit Agreement, advances will
bear interest as described above, with an applicable margin rate of 4.25% plus
2.00%. Interest under the New Credit Agreement is payable monthly.
Other Terms. Additionally, the New Credit Agreement:
• permits the Company to effect up to two separate increases in the
aggregate commitments under the credit facility, of up to $75,000,000 in
the aggregate (compared to an aggregate of $100,000,000 under the Original
Credit Agreement) provided that the aggregate Canadian commitments may not
exceed $25,000,000 at any time without the consent of the U.S.
administrative agent and may not exceed $75,000,000 at any time without
the consent of the U.S. administrative agent and the U.S. majority
lenders; and
• requires the Company to comply with a "Fixed Charge Coverage Ratio" covenant if the sum of the Excess Availability Amount (as defined in the New Credit Agreement) plus certain qualified cash and cash equivalents falls below $50,000,000.
The "Fixed Charge Coverage Ratio" is calculated as follows: (1) for the
fiscal quarter ended September 30, 2009, the ratio of EBITDA, calculated for the
four fiscal quarters then ended minuscapital expenditures made in cash or
incurred during the three fiscal quarters ended September 30, 2009 multiplied by
4/3, compared to Fixed Charges (as defined in the New Credit Agreement), for the
four fiscal quarters ended September 30, 2009; (2) for fiscal quarters ending
after September 30, 2009, the ratio of EBITDA, calculated for the four fiscal
quarter period ended after September 30, 2009 minus capital expenditures made
with cash (to the extent not already incurred in a prior period) or incurred
during such four quarter period, compared to Fixed Charges (as defined in the
New Credit Agreement), calculated for the four quarters then ended. The
calculation of "EBITDA" for purposes of the New Credit Agreement is
substantially consistent with the calculation of EBITDA under the Original
Credit Agreement. "Fixed Charges" include interest expense, among other things,
reduced by the amortization of transaction fees associated with the Third
Amendment. The Company continues to be subject to various other covenants that
existed under the Original Credit Agreement, excluding the financial maintenance
covenants, which have been replaced with the Fixed Charge Coverage Ratio
covenant (as described in further detail above).
The term of the credit facilities provided for under the New Credit Agreement
will continue until the earlier of (1) December 6, 2011 and (2) the earlier
termination of the U.S. or Canadian lending commitments, as further described in
the New Credit Agreement. Events of default under the New Credit Agreement
remain substantially the same as under the Original Credit Agreement.
The obligations under the U.S. portion of the New Credit Agreement continue
to be secured by first priority liens on substantially all of the Company's
assets and the assets of its U.S. subsidiaries as well as a pledge of
approximately 66% of the stock of the Company's first-tier foreign subsidiaries.
Additionally, all of the obligations under the U.S. portion of the New Credit
Agreement continue to be guaranteed by substantially all of the Company's U.S.
subsidiaries. The obligations under the Canadian portion of the New Credit
Agreement continue to be secured by first priority liens on substantially all of
the assets of the Company and the Company's subsidiaries (other than its Mexican
subsidiary). Additionally, all of the obligations under the Canadian portion of
the New Credit Agreement continue to be guaranteed by the Company as well as
certain of its subsidiaries.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the following documents, each of
which is incorporated herein by reference: the Third Amendment, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K; the Second
Amendment, a copy of which was filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q dated November 2, 2007; the First Amendment, a copy of which
was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated
August 3, 2007; and the Credit Agreement, a copy of which was filed as
Exhibit 10.5 to the Company's Annual Report on Form 10-K dated March 9, 2007.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Report is incorporated herein
by reference.
10.1 Third Amendment to Credit Agreement, Omnibus Amendment to Credit Documents
and Assignment, dated as of October 13, 2009 (the "Third Amendment"), among
Complete Production Services, Inc., Integrated Production Services Ltd.,
certain subsidiary guarantors party thereto, the lenders party thereto,
Wells Fargo Bank, National Association, Wells Fargo Foothill, LLC and HSBC
Bank Canada, including Annex A to the Third Amendment
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