GameStop 2012 Annual Report Download - page 102

GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The availability under the Revolver is limited to a borrowing base which allows the Company to borrow up
to 90% of the appraisal value of the inventory, in each case plus 90% of eligible credit card receivables, net of
certain reserves. Letters of credit reduce the amount available to borrow by their face value. The Company’s
ability to pay cash dividends, redeem options and repurchase shares is generally permitted, except under certain
circumstances, including if Revolver excess availability is less than 20%, or is projected to be within 12 months
after such payment. In addition, if Revolver usage is projected to be equal to or greater than 25% of total
commitments during the prospective 12-month period, the Company is subject to meeting a fixed charge
coverage ratio of 1.1:1.0 prior to making such payments. In the event that excess availability under the Revolver
is at any time less than the greater of (1) $40.0 million or (2) 12.5% of the lesser of the total commitment or the
borrowing base, the Company will be subject to a fixed charge coverage ratio covenant of 1.1:1.0.
The Revolver places certain restrictions on the Company and its subsidiaries, including limitations on asset
sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional
indebtedness. Absent consent from its lenders, the Company may not incur more than $750 million of additional
unsecured indebtedness to be limited to $250 million in general unsecured obligations and $500 million in
unsecured obligations to finance acquisitions valued at $500 million or more. The per annum interest rate under
the Revolver is variable and is calculated by applying a margin (1) for prime rate loans of 1.25% to 1.50% above
the highest of (a) the prime rate of the administrative agent, (b) the federal funds effective rate plus 0.50% or
(c) the London Interbank Offered (“LIBO”) rate for a 30-day interest period as determined on such day plus
1.00%, and (2) for LIBO rate loans of 2.25% to 2.50% above the LIBO rate. The applicable margin is determined
quarterly as a function of the Company’s average daily excess availability under the facility. In addition, the
Company is required to pay a commitment fee of 0.375% or 0.50%, depending on facility usage, for any unused
portion of the total commitment under the Revolver. As of February 2, 2013, the applicable margin was 1.25%
for prime rate loans and 2.25% for LIBO rate loans, while the required commitment fee was 0.50% for the
unused portion of the Revolver.
The Revolver provides for customary events of default with corresponding grace periods, including failure
to pay any principal or interest when due, failure to comply with covenants, any material representation or
warranty made by the Company or the borrowers proving to be false in any material respect, certain bankruptcy,
insolvency or receivership events affecting the Company or its subsidiaries, defaults relating to certain other
indebtedness, imposition of certain judgments and mergers or the liquidation of the Company or certain of its
subsidiaries. During fiscal 2012, the Company borrowed and repaid $81.0 million under the Revolver. During
fiscal 2011 and fiscal 2010, the Company borrowed and repaid $35.0 million and $120.0 million, respectively,
under the prior Credit Agreement. As of February 2, 2013, total availability under the Revolver was $388.7
million, there were no borrowings outstanding and letters of credit outstanding totaled $9.0 million.
In September 2007, the Company’s Luxembourg subsidiary entered into a discretionary $20.0 million
Uncommitted Line of Credit (the “Line of Credit”) with Bank of America. There is no term associated with the
Line of Credit and Bank of America may withdraw the facility at any time without notice. The Line of Credit is
available to the Company’s foreign subsidiaries for use primarily as a bank overdraft facility for short-term
liquidity needs and for the issuance of bank guarantees and letters of credit to support operations. As of
February 2, 2013, there were cash overdrafts outstanding under the Line of Credit of $3.4 million and bank
guarantees outstanding totaled $5.0 million.
In September 2005, the Company, along with GameStop, Inc. as co-issuer (together with the Company, the
“Issuers”), completed the offering of $300 million aggregate principal amount of Senior Floating Rate Notes due
2011 (the “Senior Floating Rate Notes”) and $650 million aggregate principal amount of Senior Notes due 2012
(the “Senior Notes” and, together with the Senior Floating Rate Notes, the “Notes”). The Notes were issued
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