WeightWatchers 2009 Annual Report Download - page 65

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The following schedule sets forth our long-term debt obligations (and interest rates, exclusive of the impact
of the SWAPs) at January 2, 2010:
Long-Term Debt
At January 2, 2010
(Balances in millions)
Balance
Interest
Rate
Revolver due 2011 ......................................... $ 128.0 1.25%
Term Loan A due 2011 ...................................... 245.0 1.31%
Additional Term Loan A due 2013 ............................. 595.0 1.31%
Term Loan B due 2014 ...................................... 485.0 1.81%
Total Debt ........................................ 1,453.0 1.47%
Less Current Portion .................................... 215.0 1.32%
Total Long-Term Debt .............................. $1,238.0
The Term Loan A, Additional Term Loan A and the Revolver bear interest at an initial rate equal to LIBOR
plus 1.25% per annum or, at our option, the alternate base rate (as defined in the WWI Credit Facility
agreements). During the first quarter of fiscal 2008, the interest rate on the Term Loan A, Additional Term Loan
A and the Revolver was reduced to LIBOR plus 1.0% per annum or, at our option, the alternate base rate (as
defined in the WWI Credit Facility agreements) in accordance with the terms of the WWI Credit Facility
agreements as a result of our achievement of certain financial ratios. The Term Loan B bears interest at an initial
rate equal to LIBOR plus 1.5% per annum or, at our option, the alternate base rate (as defined in the WWI Credit
Facility agreements). In addition to paying interest on outstanding principal under the WWI Credit Facility, we
are required to pay a commitment fee to the lenders under the Revolver with respect to the unused commitments
at an initial rate equal to 0.25% per annum. During the first quarter of fiscal 2008, this commitment fee was
reduced to 0.20% per annum in accordance with the terms of the WWI Credit Facility agreements as a result of
our achievement of certain financial ratios.
The WWI Credit Facility contains customary covenants, including covenants that, in certain circumstances,
restrict our ability to incur additional indebtedness, pay dividends on and redeem capital stock, make other
payments, including investments, sell our assets and enter into consolidations, mergers and transfers of all or
substantially all of our assets. The WWI Credit Facility also requires us to maintain specified financial ratios and
satisfy certain financial condition tests. At the end of fiscal 2009, we were in compliance with all of the required
financial ratios and also met all of the financial condition tests and we expect to continue to do so for the
foreseeable future. The WWI Credit Facility contains customary events of default. Upon the occurrence of an
event of default under the WWI Credit Facility, the lenders thereunder may cease making loans and declare
amounts outstanding to be immediately due and payable. The WWI Credit Facility is guaranteed by certain of
our existing and future subsidiaries. Substantially all of our assets collateralize the WWI Credit Facility.
On June 26, 2009, we amended the WWI Credit Facility to allow us to make loan modification offers to all
lenders of any tranche of term loans or revolving loans to extend the maturity date of such loans and/or reduce or
eliminate the scheduled amortization. Any such loan modifications would be effective only with respect to such
tranche of term loans or revolving loans and only with respect to those lenders that accept our offer. Loan
modification offers may be accompanied by increased pricing and/or fees payable to accepting lenders. This
amendment also provides for up to an additional $200.0 million of incremental term loan financing through the
creation of a new tranche of term loans, provided that the aggregate principal amount of such new term loans
cannot exceed the amount then outstanding under our existing revolving credit facility. In addition, the proceeds
from such new tranche of term loans must be used solely to repay certain outstanding revolving loans and
permanently reduce the commitments of certain revolving lenders. In connection with this amendment, we
incurred fees of approximately $4.0 million during fiscal 2009.
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