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PCMI > SEC Filings for PCMI > Form 8-K on 27-Mar-2013All Recent SEC Filings

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Form 8-K for PCM, INC.


Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation o

Item 1.01 Entry Into a Material Definitive Agreement.

On March 22, 2013, PCM, Inc. and all of its domestic subsidiaries (collectively, the "Borrowers"), entered into a Third Amended and Restated Loan and Security Agreement (the "Amended Loan Agreement") with certain lenders named therein (the "Lenders"), Wells Fargo Capital Finance, LLC as administrative agent and collateral agent for the Lenders (the "Agent") and as co-lead arranger and co-bookrunner, and Bank of America, N.A., as co-lead arranger, co-bookrunner, and syndication agent. The Amended Loan Agreement amended and restated the Second Amended and Restated Loan and Security Agreement, dated as of December 14, 2010 (as previously amended, the "Prior Loan Agreement") among the Borrowers, the Agent, and certain of the Lenders.

Under the Amended Loan Agreement, until September 30, 2017 (the "Commitment Termination Date"), the Borrowers may borrow from the Lenders up to $190 million, subject to a borrowing base and availability reserves (the "Revolving Line"). The maximum credit amount may be increased to a total of $200 million upon the fulfillment of certain conditions. Amounts borrowed under the Revolving Line may be repaid and reborrowed until the Commitment Termination Date.

In addition, pursuant to the Amended Loan Agreement, the Borrowers issued amended and restated promissory notes to reflect the remaining aggregate outstanding term loan principal amount of $4,340,000 (the "Term Loan"). Principal and interest on the Term Loan are payable in equal monthly amounts over a period of 84 months commencing April 1, 2013, with the final payment due in February, 2020. In the event of a default, termination or non-renewal of the Amended Loan Agreement upon the maturity thereof, the Term Loan is payable in its entirety upon demand by the Lenders.

The proceeds of the borrowings under the Revolving Line may be used by the Borrowers (a) to repay the outstanding balance of the term loans under the Prior Loan Agreement, (b) to pay for costs, expenses in fees in connection with entering into the Amended Loan Agreement and related documents, and (c) for general operating, working capital and other corporate purposes of the Borrowers not otherwise prohibited by the terms of the Amended Loan Agreement.

Borrowings under the Revolving Line are secured by liens on substantially all of the Borrowers' assets.

The Borrowers are required to pay interest on outstanding borrowings under the Revolving Line and the Term Loan of either of the following (selected at Borrowers' option): (1) LIBOR plus a margin, depending on availability under the Revolving Line, ranging from 1.75% to 2.00% or (2) a base rate equal to the higher of (a) the prime rate announced from time to time by Wells Fargo, N.A. and (b) the one month LIBOR rate, plus in either case a margin, depending on availability under the Revolving Line, ranging from 0.00% to 0.25%. All amounts borrowed are due on the Commitment Termination Date.

The Amended Loan Agreement and related documentation includes representations, covenants, and events of default customary for financing transactions of this type. Under the Amended Loan Agreement, in the event that excess availability under the Revolving Line is less than certain thresholds (based on the then-current maximum amount available to be drawn under the Revolving Line), the Borrowers are required to maintain a fixed charge coverage ratio of 1.0 to 1.0.

The Borrowers paid certain fees and costs, including but not limited to, a $380,000 closing fee distributed among the Lenders and will pay a commitment fee of 0.25% per annum on funds available for borrowing under the Revolving Line and not borrowed.

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 is incorporated by reference into this Item 2.03.

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