AMD 2015 Annual Report Download - page 67

The Secured Revolving Line of Credit may be optionally prepaid or terminated, and unutilized
commitments may be reduced at any time, in each case without premium or penalty. In connection with the
Secured Revolving Line of Credit, the Borrowers will pay an unused line fee equal to 0.375% per annum,
payable monthly on the unused amount of the commitments under the Secured Revolving Line of Credit. The
unused line fee decreases to 0.25% per annum when 35% or more of the Secured Revolving Line of Credit is
utilized. The Borrowers will pay (i) a monthly fee on all letters of credit outstanding under the Secured
Revolving Line of Credit equal to the applicable LIBOR margin and (ii) a fronting fee to the Agent equal to
0.125% of all such letters of credit, payable monthly in arrears.
The Amended and Restated Loan Agreement contains covenants that place certain restrictions on the Loan
Parties’ ability to, among other things, allow certain of the Company’s subsidiaries that manufacture or process
inventory for the Loan Parties to borrow secured debt or unsecured debt beyond a certain amount, amend or
modify certain terms of any debt of $50 million or more or subordinated debt, create or suffer to exist any liens
upon accounts or inventory, sell or transfer any of Loan Parties’ accounts or inventory other than certain
ordinary-course transfers and certain supply chain finance arrangements, make certain changes to any Loan
Party’s name or form or state of organization without notifying the Agent, liquidate, dissolve, merge,
amalgamate, combine or consolidate, or become a party to certain agreements restricting the Loan Parties’ ability
to incur or repay debt, grant liens, make distributions, or modify loan agreements.
Further restrictions apply when certain payment conditions (the Payment Conditions) are not satisfied with
respect to specified transactions, events or payments. The Payment Conditions include that (i) no default or event
of default exists and (ii) at all times during the 45 consecutive days immediately prior to such transaction, event
or payment and on a pro forma basis after giving effect to such transaction, event or payment and any incurrence
or repayment of indebtedness in connection therewith, the Loan Parties’ Excess Cash Availability (as defined in
the Amended and Restated Loan Agreement) is greater than the greater of 20% of the total commitment amount
and $100 million. Such restrictions limit the Loan Parties’ ability to, among other things, create any liens upon
any of the Loan Parties’ property other than customary permitted liens and liens on up to $1.5 billion of secured
credit facilities debt (which amount includes the Secured Revolving Line of Credit), declare or make cash
distributions, create any encumbrance on the ability of a subsidiary to make any upstream payments, make asset
dispositions other than certain ordinary course dispositions and certain supply chain finance arrangements, make
certain loans, make payments with respect to subordinated debt or certain borrowed money prior to its due date
or become a party to certain agreements restricting the Loan Parties’ ability to enter into any non arm’s-length
transaction with an affiliate.
The Loan Parties are required to repurchase, redeem, defease, repay, create a segregated account for the
repayment of, or request Agent to reserve a sufficient available amount under the Secured Revolving Line of
Credit for the repayment of, all debt for borrowed money exceeding $50 million, by no later than 60 days prior to
its maturity date (not including the Secured Revolving Line of Credit). Any reserved funds for this purpose
would not be included in domestic cash calculations.
In addition, if at any time the Loan Parties’ Excess Cash Availability is less than the greater of 15% of the
total commitment amount and $75 million, the Loan Parties must maintain a minimum fixed charge coverage
ratio of 1.00 to 1.00 until (i) no event of default exists and (ii) the Loan Parties’ Excess Cash Availability is
greater than the greater of 15% of the total commitment amount and $75 million for 45 consecutive days.
The events of default under the Amended and Restated Loan Agreement include, among other things,
payment defaults, the inaccuracy of representations or warranties, defaults in the performance of affirmative and
negative covenants, bankruptcy and insolvency related defaults, a cross-default related to indebtedness in an
aggregate amount in excess of $50 million, judgments entered against a Loan Party in an amount that exceeds
cumulatively $50 million, certain ERISA events and events related to Canadian defined benefits plans and a
change of control. When a Payment Condition has not been satisfied, additional events of default include, among
other things, a loss, theft damage or destruction with respect to any collateral if the amount not covered by
insurance exceeds $50 million.
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