GameStop 2013 Annual Report Download - page 96

F-23
The estimated aggregate intangible asset amortization expense for the next five fiscal years is as follows (in millions):
Fiscal Year Ending on or around January 31,
Projected Amortization
Expense
2015.......................................................................................................................................................... $ 12.5
2016.......................................................................................................................................................... 11.9
2017.......................................................................................................................................................... 9.8
2018.......................................................................................................................................................... 9.0
2019.......................................................................................................................................................... 8.6
$ 51.8
10. Debt
On January 4, 2011, we entered into a $400 million credit agreement (the “Revolver”), which amended and restated our
prior credit agreement entered into in October 2005 (the “Credit Agreement”). The Revolver provides for a five-year, $400 million
asset-based facility, including a $50 million letter of credit sublimit, secured by substantially all of our assets and the assets of our
domestic subsidiaries. We have the ability to increase the facility, which matures in January 2016, by $150 million under certain
circumstances. The extension of the Revolver to January 2016 reduces our exposure to potential tightening or other adverse changes
in the credit markets.
The availability under the Revolver is limited to a borrowing base which allows us 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. Our 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, we are 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
million or (2) 12.5% of the lesser of the total commitment or the borrowing base, we will be subject to a fixed charge coverage
ratio covenant of 1.1:1.0.
The Revolver places certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens,
investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from our lenders, we
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 1.5% 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 our average daily excess
availability under the facility. In addition, we are 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 1, 2014, 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 us or the borrowers
proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting us or our subsidiaries,
defaults relating to certain other indebtedness, imposition of certain judgments and our mergers or liquidation or mergers or the
liquidation of certain of our subsidiaries. During fiscal 2013, we borrowed and repaid $130.0 million under the Revolver. During
fiscal 2012 and fiscal 2011, we borrowed and repaid $81.0 million and $35.0 million, respectively, under the Revolver. Average
borrowings under the Revolver for the 52 weeks ended February 1, 2014 were $14.2 million. Our average interest rate on those
outstanding borrowings for the 52 weeks ended February 1, 2014 was 2.8%. As of February 1, 2014, total availability under the
Revolver was $391 million, there were no borrowings outstanding and letters of credit outstanding totaled $9.0 million. We are
currently in compliance with the requirements of the Revolver.
On March 25, 2014, we amended and restated our revolving credit facility. The terms of the agreement were modified to
extend the maturity date for the revolving credit facility to March 25, 2019, to increase the expansion feature under the facility
from $150 million to $200 million, subject to certain conditions, and to amend certain other terms, including a reduction in the