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OSH > SEC Filings for OSH > Form 8-K on 23-Oct-2012All Recent SEC Filings

Show all filings for ORCHARD SUPPLY HARDWARE STORES CORP

Form 8-K for ORCHARD SUPPLY HARDWARE STORES CORP


23-Oct-2012

Entry into a Material Definitive Agreement, Creation of a Dir


Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2012, Orchard Supply Hardware Stores Corporation (the "Company") announced that the Company, Orchard Supply Hardware LLC, a subsidiary of the Company (the "Borrower"), certain subsidiaries of the Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as ABL Administrative Agent and Collateral Agent, Bank of America, N.A., as Syndication Agent, and Wells Fargo Capital Finance, LLC and Merrill Lynch, Pierce Fenner & Smith Incorporated as Joint Lead Arrangers and Joint Bookrunners entered into a Third Amended and Restated Senior Secured Credit Agreement (the "Credit Agreement"). The Credit Agreement replaces in its entirety the Second Amended and Restated Senior Secured Credit Agreement dated as of January 29, 2010, as amended by the Consent and First Amendment to Credit Agreement dated as of December 21, 2011 (the "Existing Agreement").

The Existing Agreement was amended and restated to, among other things:

increase the facility to include a $120,000,000 Revolving Facility and a $7,500,000 FILO Term Facility, both fully committed between Wells Fargo Bank, National Association and Bank of America, N.A.;

mature on the earlier of October 17, 2017 and the date which is 90 days prior to the final maturity date of any portion of the Company's Senior Secured Term Loan;

contain an accordion provision that, subject to certain conditions, allows the Company to expand the facility by up to $50 million;

contain a provision that, subject to certain conditions, allows the Company to expand the facility with the addition of a last-in-last-out term loan tranche;

decreases the interest rate on the revolving credit facility to LIBOR plus an applicable margin which ranges from 1.50% to 2.00% based on availability under the line, which compares to a range of LIBOR plus 2.50% to 3.25% on the Company's prior facility; and

replace the springing fixed charge coverage ratio financial covenant with a minimum availability covenant, requiring that the Company maintain availability equal to the greater of (x) 10% of maximum availability (calculated without giving effect to the FILO Commitments) and (y) $12 million.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.



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 Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following document is attached as an exhibit to this Current Report on Form 8-K:

Exhibit
Number                                    Description

 10.1        Third Amended and Restated Senior Secured Credit Agreement, dated as
             of October 17, 2012, among Orchard Supply Hardware LLC, as Borrower,
             Orchard Supply Hardware Stores Corporation, those certain Subsidiaries
             of the Borrower parties thereto, the Lenders from time to time party
             thereto, Wells Fargo Bank, National Association, as ABL Administrative
             Agent and Collateral Agent for the Lenders, Bank of America, N.A., as
             Syndication Agent and Wells Fargo Capital Finance, LLC and Merrill
             Lynch, Pierce Fenner & Smith Incorporated as Joint Lead Arrangers and
             Joint Bookrunners.


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