Tucows 2013 Annual Report Download - page 91

The 2012 Demand Loan Facilities are governed by the terms of the Offer Letter, dated as of November 19, 2012, by
and between the Company and the Bank and filed with the SEC on November 21, 2012.
Under the terms of the Amended Credit Facility, our prior demand loan facilities have been amended to provide an
aggregate of $14 million in funds available through the 2012 Demand Loan Facilities, which consist of a demand loan
revolving facility (the “2012 DLR Loan”) and a demand loan revolving reducing facility (the “2012 DLRR Loan”). The 2012
DLR Loan accrues interest at the Bank’s U.S. Base Rate plus 1.25%. The Company may elect to pay interest on the 2012
DLRR Loan either at the Bank’s U.S. Base Rate plus 1.25% or LIBOR plus 2.50%. Aggregate advances under the 2012
Demand Loan Facilities may not exceed $14 million and no more than $2 million of such advances may be used to finance
repurchases of Company common stock. The 2012 Demand Loan Facilities are subject to an undrawn aggregate standby fee
of 0.20% following the first draw, which such fee is payable quarterly in arrears.
Repayment of advances under the 2012 DLR Loan consist of interest only payments made monthly in arrears and
prepayment is permitted without penalty. The outstanding balance under the 2012 DLR Loan as of December 31st of each
year is to be fully repaid within 30 days of December 31st through an equivalent advance made under the 2012 DLRR Loan.
Advances under the 2012 DLRR Loan will be made annually and solely for such purpose. Each advance under the 2012
DLRR Loan is to be repaid in equal monthly principal payments plus interest, over a period of four years from the date of
such advance. At December 31, 2013, the outstanding balance under the 2012 DLR Loan was $5.2 million. At
December 31, 2013, the outstanding balance under the 2012 DLRR Loan was $1.1 million.
F-18
On January 7, 2013, the Company successfully concluded a modified “Dutch auction tender offer”, which was
funded from available cash and an advance under the 2012 DLR Loan in the amount of $5.2 million. Under the terms of the
offer, the Company repurchased an aggregate of 4,114,121 shares of its common stock at a purchase price of $1.50 per
share, for a total of $6,171,656, excluding transaction costs of approximately $106,000. At December 31, 2013, the
outstanding balance under the 2012 DLR Loan was $5.2 million.
Treasury Risk Management Facility
The Amended Credit Facility also provides for a $3.5 million settlement risk line to assist the Company with
hedging Canadian dollar exposure through foreign exchange forward contracts and/or currency options. Under the terms of
the Amended Credit Facility, the Company may enter into such agreements at market rates with terms not to exceed 18
months. As of December 31, 2013, the Company held contracts in the amount of $26.5 million to trade U.S. dollars in
exchange for Canadian dollars.
Operating Demand Loan
The Amended Credit Facility also provides the Company with a $1.0 million operating demand loan facility to assist
in meeting its operational needs (the “Operating Demand Loan”). The Operating Demand Loan accrues interest at the Bank’s
U.S. Base Rate plus 1.25%. Interest is payable monthly in arrears with any borrowing under the Operating Demand Loan
fluctuating widely with periodic clean-up, at a minimum on an annual basis. The Company has also agreed to pay to the
Bank a monthly monitoring fee of US$500 with respect to this loan. The Operating Demand Loan is payable on demand at
any time, at the sole discretion of the Bank, with or without cause, and the Bank may terminate the Operating Demand Loan
at any time. As of December 31, 2013, the Company had no amounts outstanding under its Operating Demand Loan.
General Terms
The Company’s Amended Credit Facility contains customary representations and warranties, affirmative and
negative covenants, and events of default. The Company’s obligations under the Amended Credit Facility are guaranteed and
secured by a security interest in substantially all of its assets. The Amended Credit Facility also requires that the Company
comply with certain customary non-financial covenants and restrictions. In addition, the Company has agreed to comply with
the following financial covenants at all times, which are to be calculated on a rolling four quarter basis: (i) Maximum Total
Funded Debt to EBITDA of 2.00:1; and (ii) Minimum Fixed Charge Coverage of 1.20:1. Further, its Maximum Annual
Capital Expenditures cannot exceed $3.6 million per year, which limit will be reviewed on an annual basis. As of, and for the
year ended, December 31, 2013, the Company was in compliance with these covenants.
Scheduled principal loan repayments are as follows:
2014
2,300,000