GVHR » Topics » 7. REVOLVING CREDIT FACILITY

This excerpt taken from the GVHR 10-Q filed May 11, 2009.
             REVOLVING CREDIT FACILITY

 

The Company maintains a credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”). On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from $50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement, which

 

12



Table of Contents

 

increased the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25, 2008, the Company entered into the Third Amendment to the Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment provides for the grant of security interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the Company to the Lenders. The Third Amendment also provided for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum monthly cumulative EBITDA requirements (for 2008 only), and a ceiling on consolidated capital expenditures.  The revised covenants set forth in the Third Amendment now restrict the Company’s ability to repurchase shares of its capital stock except in certain circumstances, make acquisitions, and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies.  Each of these covenants is based on defined terms and contains exceptions in the Credit Agreement, as amended. On March 4, 2009, the Company entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”). The Fourth Amendment amends the definition of “Change of Control” to provide that the entry into the Merger Agreement and the execution of the Voting Agreement, in and of themselves, shall not constitute a “Change of Control” for purposes of the Credit Agreement.

 

Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the Company’s consolidated leverage ratio) plus one of the following indexes: (i) Eurodollar Rate; or (ii) Prime Rate (each as defined in the credit agreement). Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is charged on any unused portion of the loan commitment. At March 31, 2009 and December 31, 2008, the Company had no outstanding advances.

 

The Company was in compliance with all of the covenants under the credit agreement at March 31, 2009. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial covenants.  Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At March 31, 2009, the maximum facility available to the Company was approximately $32,834 (which includes the impact on availability of the outstanding letter of credit to BCBSF/HOI of $10,000).

 

Pursuant to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants contained in the credit agreement; (iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when made or deemed made; and (iv) other customary events of default. If current operating trends continue unaddressed by management, the Company may not be able to meet its minimum consolidated fixed charge coverage ratio during future quarters of 2009 and may need to seek a waiver of this covenant from the Lenders.  If the Company requires a waiver and the waiver is not obtained, this may have a material impact on the Company’s cash flow and ability to conduct its operations.

 

The Company recorded $115 and $544 of interest expense for the three months ended March 31, 2009 and 2008, respectively, related to the amortization of loan costs, unused loan commitment fees, fees related to the outstanding letter of credit and interest on advances.

 

These excerpts taken from the GVHR 10-K filed Mar 16, 2009.

10.  REVOLVING CREDIT FACILITY

 

The Company maintains a credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”). On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from $50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement, which increased the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25, 2008, the Company entered into the Third Amendment to the Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment provides for the grant of security interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the Company to the Lenders. The Third Amendment also provided for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum monthly cumulative  EBITDA requirements (for 2008 only), and a ceiling on consolidated capital expenditures.  The revised covenants set forth in the Third Amendment now restrict the Company’s ability to repurchase shares of its capital stock except in certain circumstances, make acquisitions, and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies.  Each of these covenants is based on defined terms and contain exceptions in the Credit Agreement, as amended.

 

Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the Company’s consolidated leverage ratio) plus one of the following indexes: (i) Eurodollar Rate; or (ii) Prime Rate (each as defined in the credit agreement). Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is charged on any unused portion of the loan commitment. At December 31, 2008, the Company had no outstanding advances.  At December 31, 2007, the Company had outstanding advances of $17,367 at an interest rate of 6.11%.

 

The Company was in compliance with all of the covenants under the credit agreement at December 31, 2008. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial covenants.  Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At December 31, 2008, the maximum facility available to the Company was approximately $48,400 (which includes the impact on availability of the outstanding letter of credit to BCBSF/HOI of $7,000).

 

Pursuant to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants contained in the credit agreement;

 

F-20



Table of Contents

 

(iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when made or deemed made; and (iv) other customary events of default.

 

The Company recorded $2,451 and $2,810 of interest expense for the years ended December 31, 2008 and 2007, respectively, related to the amortization of loan costs, unused loan commitment fees, fees related to the outstanding letter of credit and interest on advances. The Company capitalized approximately $40 and $125 of interest expense to the cost of internally developed software during the years ended December 31, 2008 and 2007, respectively.

 

10.  REVOLVING CREDIT
FACILITY



 



The Company
maintains a credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”).
On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30,
2006, which increased the amount of aggregate revolving commitments of the
credit facility from $50,000 to $75,000 and allowed the Company to repurchase
up to $125,000 of its capital stock during the term of
the agreement. On June 14, 2007, the Company entered into the
Second Amendment to the Amended and Restated Credit Agreement, which increased
the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25,
2008, the Company entered into the Third Amendment to the
Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment
provides for the grant of security interests and liens in substantially all the
property and assets (with agreed upon carveouts and exceptions) of the Company
to the Lenders. The Third Amendment also provided for an automatic decrease of
the aggregate revolving commitment of the credit facility from $100,000 to
$85,000 on September 30, 2008. The Third Amendment includes
additional covenants and amends certain financial
covenants and negative covenants with an effective date of December 31,
2007. These include the maintenance of a minimum consolidated net worth, a
maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum monthly
cumulative  EBITDA requirements (for 2008
only), and a ceiling on consolidated capital expenditures.  The revised
covenants set forth in the Third Amendment now restrict the Company’s ability
to repurchase shares of its capital stock except in certain circumstances, make
acquisitions, and requires the Company to provide certain period reports
relating to budget and profits and losses, intellectual property and insurance
policies.  Each of these covenants is based on defined terms and contain exceptions
in the Credit Agreement, as amended.



 



Certain of the
Company’s subsidiaries named in the credit agreement have guaranteed the
obligations under the credit agreement. The credit facility has a five-year
term that expires August 30, 2011. Loan advances bear an interest rate
equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar
Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the
Company’s consolidated leverage ratio) plus one of the following
indexes: (i) Eurodollar Rate; or (ii) Prime Rate (each as
defined in the credit agreement). Up to $20,000 of the loan commitment can be
drawn through letters of credit. With respect to outstanding letters of credit,
a fee determined by reference to the Applicable Rate plus
a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the
aggregate stated amount of each outstanding letter of credit. A fee ranging
from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is
charged on any unused portion of the loan commitment. At December 31,
2008, the Company had no outstanding advances. 
At December 31, 2007, the Company had outstanding advances of
$17,367 at an interest rate of 6.11%.



 



The Company was in
compliance with all of the covenants under the credit agreement at December 31,
2008. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial
covenants.  Additionally, the level of
compliance with the financial covenants determines the maximum amount available
to be drawn. At December 31, 2008, the maximum facility available
to the Company was approximately $48,400 (which
includes the impact on availability of the outstanding letter of credit to
BCBSF/HOI of $7,000).



 



Pursuant to the
terms of the credit agreement, the obligations of the Company may be
accelerated upon the occurrence and continuation of an Event of Default. Such
events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the
failure to observe and perform certain covenants contained in the credit
agreement;



 



F-20
















Table of
Contents



 



(iii) any
representation or warranty made by the Company in the credit agreement or
related documents proves to be incorrect or misleading in
any material respect when made or deemed made; and (iv) other
customary events of default.



 



The
Company recorded $2,451 and $2,810 of interest expense for the years ended December 31,
2008 and 2007, respectively, related to the amortization of loan costs, unused
loan commitment fees, fees related to the outstanding letter of credit and
interest on advances. The Company capitalized approximately $40 and $125 of
interest expense to the cost of internally developed software during the years
ended December 31, 2008 and 2007, respectively.



 



10.  REVOLVING CREDIT
FACILITY



 



The Company
maintains a credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”).
On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30,
2006, which increased the amount of aggregate revolving commitments of the
credit facility from $50,000 to $75,000 and allowed the Company to repurchase
up to $125,000 of its capital stock during the term of
the agreement. On June 14, 2007, the Company entered into the
Second Amendment to the Amended and Restated Credit Agreement, which increased
the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25,
2008, the Company entered into the Third Amendment to the
Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment
provides for the grant of security interests and liens in substantially all the
property and assets (with agreed upon carveouts and exceptions) of the Company
to the Lenders. The Third Amendment also provided for an automatic decrease of
the aggregate revolving commitment of the credit facility from $100,000 to
$85,000 on September 30, 2008. The Third Amendment includes
additional covenants and amends certain financial
covenants and negative covenants with an effective date of December 31,
2007. These include the maintenance of a minimum consolidated net worth, a
maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum monthly
cumulative  EBITDA requirements (for 2008
only), and a ceiling on consolidated capital expenditures.  The revised
covenants set forth in the Third Amendment now restrict the Company’s ability
to repurchase shares of its capital stock except in certain circumstances, make
acquisitions, and requires the Company to provide certain period reports
relating to budget and profits and losses, intellectual property and insurance
policies.  Each of these covenants is based on defined terms and contain exceptions
in the Credit Agreement, as amended.



 



Certain of the
Company’s subsidiaries named in the credit agreement have guaranteed the
obligations under the credit agreement. The credit facility has a five-year
term that expires August 30, 2011. Loan advances bear an interest rate
equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar
Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the
Company’s consolidated leverage ratio) plus one of the following
indexes: (i) Eurodollar Rate; or (ii) Prime Rate (each as
defined in the credit agreement). Up to $20,000 of the loan commitment can be
drawn through letters of credit. With respect to outstanding letters of credit,
a fee determined by reference to the Applicable Rate plus
a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the
aggregate stated amount of each outstanding letter of credit. A fee ranging
from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is
charged on any unused portion of the loan commitment. At December 31,
2008, the Company had no outstanding advances. 
At December 31, 2007, the Company had outstanding advances of
$17,367 at an interest rate of 6.11%.



 



The Company was in
compliance with all of the covenants under the credit agreement at December 31,
2008. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial
covenants.  Additionally, the level of
compliance with the financial covenants determines the maximum amount available
to be drawn. At December 31, 2008, the maximum facility available
to the Company was approximately $48,400 (which
includes the impact on availability of the outstanding letter of credit to
BCBSF/HOI of $7,000).



 



Pursuant to the
terms of the credit agreement, the obligations of the Company may be
accelerated upon the occurrence and continuation of an Event of Default. Such
events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the
failure to observe and perform certain covenants contained in the credit
agreement;



 



F-20
















Table of
Contents



 



(iii) any
representation or warranty made by the Company in the credit agreement or
related documents proves to be incorrect or misleading in
any material respect when made or deemed made; and (iv) other
customary events of default.



 



The
Company recorded $2,451 and $2,810 of interest expense for the years ended December 31,
2008 and 2007, respectively, related to the amortization of loan costs, unused
loan commitment fees, fees related to the outstanding letter of credit and
interest on advances. The Company capitalized approximately $40 and $125 of
interest expense to the cost of internally developed software during the years
ended December 31, 2008 and 2007, respectively.



 



This excerpt taken from the GVHR 10-Q filed Nov 10, 2008.
             REVOLVING CREDIT FACILITY

 

The Company maintains a credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”). On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from $50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement, which increased the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25, 2008, the Company entered into the Third Amendment to Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment provides for the grant of security interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the Company to the Lenders. The Third Amendment also provides for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum monthly cumulative  EBITDA requirements (for 2008 only), and a ceiling on consolidated capital expenditures.  The revised covenants set forth in the Third Amendment now restrict the Company’s ability to repurchase shares of its capital stock in certain circumstances and make acquisitions and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies.  Each of these covenants is based on defined terms and contain exceptions in the Credit Agreement, as amended.

 

Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the Company’s consolidated leverage ratio) plus one of the following indexes: (i) Eurodollar Rate; or (ii) Prime Rate (each as defined in the credit agreement). Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is charged on any unused portion of the loan commitment. At September 30, 2008 the Company had outstanding advances of $32,500 at a weighted average interest rate of 5.71%. At December 31, 2007, the Company had outstanding advances of $17,367 at an interest rate of 6.11%.

 

The Company was in compliance with all of the covenants under the credit agreement at September 30, 2008. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial covenants.  Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At September 30, 2008, the maximum facility available to the Company was approximately $66,400.

 

Pursuant to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants

 

13



Table of Contents

 

contained in the credit agreement; (iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when made or deemed made; and (iv) other customary events of default. If current operating trends continue, the Company may not be able to meet one of its four covenants (the monthly cumulative EBITDA covenant as defined in the credit agreement) during the fourth quarter of 2008 and may need to seek a waiver of this covenant from the Lenders.  The monthly cumulative EBITDA covenant is only in effect through December 31, 2008 and is not required after December 31, 2008.  If the Company requires a waiver in the fourth quarter of 2008 and the waiver is not obtained, this may have a material impact on the Company’s cash flow and ability to conduct its operations.

 

The Company recorded $789 and $1,131 of interest expense for the three months ended September 30, 2008 and 2007, respectively, related to the amortization of loan costs, unused loan commitment fees and interest on advances. Interest expense for the nine months ended September 30, 2008 and 2007 was approximately $2,034 and $2,094, respectively.

 

This excerpt taken from the GVHR 10-Q filed Aug 11, 2008.
                                     REVOLVING CREDIT FACILITY

 

The Company maintains a $100,000 unsecured credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”). On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from $50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement, which increased the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25, 2008, the Company entered into the Third Amendment to Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment provides for the grant of security interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the Company to the Lenders. The Third Amendment also provides for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum consolidated adjusted EBITDA requirements and a ceiling on consolidated capital expenditures.  The revised covenants set forth in the Third Amendment now restrict the Company’s ability to repurchase shares of its capital stock in certain circumstances and make acquisitions and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies.  Each of these covenants is based on defined terms and contain exceptions in the Credit Agreement, as amended.

 

Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the Company’s consolidated leverage ratio) plus one of the following indexes:

 

12



Table of Contents

 

(i) Eurodollar Rate; or (ii) Prime Rate (each as defined in the credit agreement). Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is charged on any unused portion of the loan commitment. At June 30, 2008 the Company had outstanding advances of $62,967 at a weighted average interest rate of 4.24%. At December 31, 2007, the Company had outstanding advances of $17,367 at an interest rate of 6.11%.

 

The Company was in compliance with all of the revised covenants under the credit agreement at June 30, 2008. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial covenants.  Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At June 30, 2008, the maximum facility available to the Company was approximately $81,000.

 

Pursuant to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants contained in the credit agreement; (iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when made or deemed made; and (iv) other customary events of default.

 

The Company recorded $701 and $684 of interest expense for the three months ended June 30, 2008 and 2007, respectively, related to the amortization of loan costs, unused loan commitment fees and interest on advances. Interest expense for the six months ended June 30, 2008 and 2007 was approximately $1,245 and $963, respectively.

 

This excerpt taken from the GVHR 10-Q filed May 12, 2008.

9.             REVOLVING CREDIT FACILITY

 

The Company maintains a $100,000 unsecured credit facility with Bank of America, N.A. and Wachovia, N.A. (the “Lenders”). On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from $50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement, which increased the amount of aggregate revolving commitments from $75,000 to $100,000. On February 25, 2008, the Company entered into the Third Amendment to Amended and Restated Credit Agreement (“Third Amendment”). The Third Amendment provides for the grant of security interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the Company to the Lenders. The Third Amendment also provides for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum consolidated adjusted EBITDA requirements and a ceiling on consolidated capital expenditures.  The revised covenants set forth in the Third Amendment now restrict the Company’s ability to repurchase shares of its capital stock in certain circumstances and make acquisitions and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies.  Each of these covenants is based on defined terms and contain exceptions in the Credit Agreement, as amended.

 

Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the Company’s consolidated leverage ratio) plus one of the following indexes: (i) Eurodollar Rate; or (ii) Prime Rate (each as defined in the credit agreement). Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company’s consolidated leverage ratio) is charged on any unused portion of the loan commitment. At March 31, 2008 the Company had outstanding advances of $40,467 at a weighted average interest rate of 4.43%. At December 31, 2007, the Company had outstanding advances of $17,367 at an interest rate of 6.11%.

 

The Company was in compliance with all of the revised covenants under the credit agreement at March 31, 2008. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial covenants.  Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At March 31, 2008, the maximum facility available to the Company was approximately $89,000.

 

Pursuant to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants contained in the credit agreement; (iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when made or deemed made; and (iv) other customary events of default.

 

The Company recorded $544 and $279 of interest expense for the three months ended March 31, 2008 and 2007, respectively, related to the amortization of loan costs, unused loan commitment fees and interest on advances.

 

14



 

These excerpts taken from the GVHR 10-K filed Mar 17, 2008.

11. REVOLVING CREDIT FACILITY

        The Company maintains a $100,000 unsecured credit facility with Bank of America, N.A. and Wachovia, N.A. (the "Lenders"). On May 7, 2007, the Company entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from $50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement, which increased the amount of aggregate revolving commitments from $75,000 to

F-24


GEVITY HR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in $000's, except share and per share data)

11. REVOLVING CREDIT FACILITY (Continued)


$100,000. On February 25, 2008, the Company entered into the Third Amendment to Amended and Restated Credit Agreement ("Third Amendment"). The Third Amendment provides for the grant of security interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the real and personal property, assets and rights of the Company to the Lenders. The Third Amendment also provides for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum consolidated adjusted EBITDA requirements, and a ceiling on consolidated capital expenditures. The revised covenants set forth in the Third Amendment now restrict the Company's ability to repurchase shares of its capital stock in certain circumstances, make acquisitions and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies. Each of these covenants is based on defined terms and contain exceptions in each case contained in the Credit Agreement, as amended.

        Certain of the Company's subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate Loans, depending upon the Company's consolidated leverage ratio) plus one of the following indexes: (i) Eurodollar Rate or (ii) the Prime Rate (each as defined in the credit agreement). Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company's consolidated leverage ratio) is charged on any unused portion of the loan commitment. At December 31, 2007, the Company had outstanding advances of $17,367 at an interest rate of 6.11%. There were no outstanding advances under the credit agreement at December 31, 2006.

        The Company was in compliance with all of the revised covenants under the credit agreement at December 31, 2007. The ability to draw funds under the credit agreement is dependent upon meeting the aforementioned financial covenants. Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At December 31, 2007, the maximum facility available to the Company was approximately $100,000.

        Pursuant to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants contained in the credit agreement; (iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when made or deemed made; and (iv) other customary events of default.

        The Company recorded $2,810 and $207 of interest expense for the years ended December 31, 2007 and 2006, respectively, related to the amortization of loan costs, unused loan commitment fees

F-25


GEVITY HR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in $000's, except share and per share data)

11. REVOLVING CREDIT FACILITY (Continued)


and interest on advances. The Company capitalized approximately $125 and $192 of interest expense to the cost of internally developed software during the years ended December 31, 2007 and 2006 respectively.

11. REVOLVING CREDIT FACILITY



        The Company maintains a $100,000 unsecured credit facility with Bank of America, N.A. and Wachovia, N.A. (the "Lenders"). On May 7, 2007, the Company
entered into the First Amendment to the Amended and Restated Credit Agreement dated August 30, 2006, which increased the amount of aggregate revolving commitments of the credit facility from
$50,000 to $75,000 and allowed the Company to repurchase up to $125,000 of its capital stock during the term of the agreement. On June 14, 2007, the Company entered into the Second Amendment to
the Amended and Restated Credit Agreement, which increased the amount of aggregate revolving commitments from $75,000 to



F-24








GEVITY HR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in $000's, except share and per share data)



11. REVOLVING CREDIT FACILITY (Continued)






$100,000.
On February 25, 2008, the Company entered into the Third Amendment to Amended and Restated Credit Agreement ("Third Amendment"). The Third Amendment provides for the grant of security
interests and liens in substantially all the property and assets (with agreed upon carveouts and exceptions) of the real and personal property, assets and rights of the Company to the Lenders. The
Third Amendment also provides for an automatic decrease of the aggregate revolving commitment of the credit facility from $100,000 to $85,000 on September 30, 2008. The Third Amendment includes
additional covenants and amends certain financial covenants and negative covenants with an effective date of December 31, 2007. These include the maintenance of a minimum consolidated net
worth, a maximum consolidated adjusted leverage ratio, a minimum consolidated fixed charge coverage ratio of 1.25:1.0, minimum consolidated adjusted EBITDA requirements, and a ceiling on consolidated
capital expenditures. The revised covenants set forth in the Third Amendment now restrict the Company's ability to repurchase shares of its capital stock in certain circumstances, make acquisitions
and requires the Company to provide certain period reports relating to budget and profits and losses, intellectual property and insurance policies. Each of these covenants is based on defined terms
and contain exceptions in each case contained in the Credit Agreement, as amended.



        Certain
of the Company's subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit facility has a five-year term that
expires August 30, 2011. Loan advances bear an interest rate equal to an Applicable Rate (which ranges from 1.50% to 2.25% for Eurodollar Rate Loans, and from 0.25% to 1.00% for Prime Rate
Loans, depending upon the Company's consolidated leverage ratio) plus one of the following indexes: (i) Eurodollar Rate or (ii) the Prime Rate (each as defined in the credit agreement).
Up to $20,000 of the loan commitment can be drawn through letters of credit. With respect to outstanding letters of credit, a fee determined by reference to the Applicable Rate plus a fronting fee
ranging from 1.50% to 2.25% per annum will be charged on the aggregate stated amount of each outstanding letter of credit. A fee ranging from 0.30% to 0.45% (based upon the Company's consolidated
leverage ratio) is charged
on any unused portion of the loan commitment. At December 31, 2007, the Company had outstanding advances of $17,367 at an interest rate of 6.11%. There were no outstanding advances under the
credit agreement at December 31, 2006.



        The
Company was in compliance with all of the revised covenants under the credit agreement at December 31, 2007. The ability to draw funds under the credit agreement is dependent
upon meeting the aforementioned financial covenants. Additionally, the level of compliance with the financial covenants determines the maximum amount available to be drawn. At December 31,
2007, the maximum facility available to the Company was approximately $100,000.



        Pursuant
to the terms of the credit agreement, the obligations of the Company may be accelerated upon the occurrence and continuation of an Event of Default. Such events include the
following: (i) the failure to make principal, interest or fee payments when due (beyond applicable grace periods); (ii) the failure to observe and perform certain covenants contained in
the credit agreement; (iii) any representation or warranty made by the Company in the credit agreement or related documents proves to be incorrect or misleading in any material respect when
made or deemed made; and (iv) other customary events of default.



        The
Company recorded $2,810 and $207 of interest expense for the years ended December 31, 2007 and 2006, respectively, related to the amortization of loan costs, unused loan
commitment fees



F-25








GEVITY HR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in $000's, except share and per share data)



11. REVOLVING CREDIT FACILITY (Continued)






and
interest on advances. The Company capitalized approximately $125 and $192 of interest expense to the cost of internally developed software during the years ended December 31, 2007 and 2006
respectively.



This excerpt taken from the GVHR 10-Q filed Oct 27, 2005.

7.       REVOLVING CREDIT FACILITY

        The Company maintains a $35,000 unsecured credit agreement with Bank of America, N.A. Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit agreement provides for revolving borrowings in an amount not to exceed $35,000 and has a three-year term that expires on March 26, 2007. Loan advances under the agreement bear an interest rate equal to the applicable margin (based upon a ratio of total debt to EBITDA, as defined in the credit agreement), plus one of the following indexes: (i) 30-day LIBOR and (ii) Bank of America, N.A. prime rate. Up to $7,000 of the loan commitment can be made through letters of credit issued by Bank of America. A fee, determined by reference to the applicable margin, will be charged on the aggregate stated amount of each outstanding letter of credit. A fee of 50 basis points per annum is charged for any unused portion of the loan commitment. There were no outstanding advances under the credit agreement at September 30, 2005 or December 31, 2004. The Company recorded $61 and $61 of interest expense for the three months ended September 30, 2005 and 2004, respectively, and $171 and $216 for the nine months ended September 30, 2005 and 2004, respectively, primarily related to the amortization of loan costs and unused loan commitment fees. The credit agreement includes certain financial maintenance requirements and affirmative and negative covenants, all of which the Company was in compliance with at September 30, 2005.

This excerpt taken from the GVHR 10-Q filed Jul 28, 2005.

7. REVOLVING CREDIT FACILITY

        The Company maintains a $35,000 unsecured credit agreement with Bank of America, N.A. Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit agreement provides for revolving borrowings in an amount not to exceed $35,000 and has a three-year term that expires on March 26, 2007. Loan advances under the agreement bear an interest rate equal to the applicable margin (based upon a ratio of total debt to EBITDA, as defined in the credit agreement), plus one of the following indexes: (i) 30-day LIBOR and (ii) Bank of America, N.A. prime rate. Up to $7,000 of the loan commitment can be made through letters of credit issued by Bank of America. A fee, determined by reference to the applicable margin, will be charged on the aggregate stated amount of each outstanding letter of credit. A fee of 50 basis points per annum is charged for any unused portion of the loan commitment. There were no outstanding advances under the credit agreement at June 30, 2005 or December 31, 2004. The Company recorded $59 and $145 of interest expense for the three months ended June 30, 2005 and 2004, respectively, and $119 and $156 for the six months ended June 30, 2005 and 2004, respectively, primarily related to the amortization of loan costs and unused loan commitment fees. The credit agreement includes certain financial maintenance requirements and affirmative and negative covenants, all of which the Company was in compliance with at June 30, 2005.

This excerpt taken from the GVHR 10-Q filed May 9, 2005.

7.       REVOLVING CREDIT FACILITY

        The Company maintains a $35,000 unsecured credit agreement with Bank of America, N.A. Certain of the Company’s subsidiaries named in the credit agreement have guaranteed the obligations under the credit agreement. The credit agreement provides for revolving borrowings in an amount not to exceed $35,000 and has a three-year term that expires on March 26, 2007. Loan advances under the agreement bear an interest rate equal to the applicable margin (based upon a ratio of total debt to EBITDA, as defined in the credit agreement), plus one of the following indexes: (i) 30-day LIBOR and (ii) the Bank of America, N.A. prime rate. Up to $7,000 of the loan commitment can be made through letters of credit issued by the Bank of America. A fee, determined by reference to the applicable margin will be charged on the aggregate stated amount of each outstanding letter of credit. A fee of 50 basis points per annum is charged for any unused portion of the loan commitment. There were no outstanding advances under the credit agreement at March 31, 2005 and December 31, 2004. The Company recorded $59 of interest expense for the three months ended March 31, 2005 related to the amortization of loan costs and unused loan commitment fees. Interest expense for the three months ended March 31, 2004 was approximately $10. The credit agreement includes certain financial maintenance requirements and affirmative and negative covenants, all of which the Company was in compliance with at March 31, 2005.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki