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| SCSS > SEC Filings for SCSS > Form 8-K on 29-Oct-2009 | All Recent SEC Filings |
29-Oct-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Waiver under Credit Agreement
Effective as of October 27, 2009, Select Comfort Corporation (the "Company") entered into a Waiver under the existing Credit Agreement dated as of June 9, 2006, as previously amended, including most recently as of September 22, 2009 (the "Credit Agreement"). The parties to the Waiver and the Credit Agreement are Select Comfort Corporation, JPMorgan Chase Bank, National Association, as Administrative Agent and as Collateral Agent, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders.
Pursuant to the Waiver, the Administrative Agent and the Lenders waived
compliance, through the earlier of (a) 5:00 p.m. Chicago time on November 10,
2009 or (b) such date on which the Company's capital expenditures for fiscal
year 2009 exceed $4 million in the aggregate (with the earlier of such dates
being referred to as a "Waiver Termination Event"), with (i) the Minimum
Interest Coverage Ratio covenant for the fiscal period ending on or about
December 31, 2008 and other applicable fiscal periods ending on or prior to a
Waiver Termination Event, (ii) the Maximum Leverage Ratio covenant for the
fiscal period ended on or about March 31, 2009 and other applicable fiscal
periods ending on or prior to a Waiver Termination Event, (iii) the EBITDA
covenant for the fiscal period ending on or about December 31, 2008 and other
applicable fiscal periods ending on or prior to a Waiver Termination Event, and
(iv) the requirement under Section 5.01(a) of the Credit Agreement that the
Company deliver its audit for fiscal year 2008 without a "going concern"
qualification or exception.
Pursuant to Amendment No. 13 to the Credit Agreement entered into as of September 22, 2009, the Lenders maintained their aggregate commitment at $80 million, but increased the minimum availability amount to $30 million, resulting in the net availability amount of $50 million. The total amount of the credit facility utilized as of October 27, 2009, the date of the Waiver, including letters of credit, was $28.1 million.
The aforementioned description of the Waiver under the Credit Agreement is qualified in its entirety by reference to the complete terms of the Waiver, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
10.1 Waiver under Credit Agreement, dated as of October 27, 2009.
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