Express 2012 Annual Report Download - page 72

February 2, 2013, there were no borrowings outstanding and approximately $195.8 million available under the
the Revolving Credit Facility.
The Revolving Credit Facility is scheduled to expire on July 29, 2016 and allows for up to $30.0 million of swing
line advances and up to $45.0 million to be available in the form of letters of credit. Borrowings under the
Revolving Credit Facility bear interest at a rate equal to either the rate appearing on Bloomberg L.P.‘s Page
BBAM1/(Official BBA USD Dollar Libor Fixings) (the “Eurodollar Rate”) plus an applicable margin rate or the
highest of (1) the prime lending rate, (2) 0.50% per annum above the federal funds rate and (3) 1% above the
Eurodollar Rate, in each case plus an applicable margin rate. The applicable margin rate is determined based on
excess availability as determined by reference to the borrowing base. The applicable margin for Eurodollar Rate-
based advances is between 1.50% and 2.00% based on the borrowing base.
The unused line fee payable under the Revolving Credit Facility is incurred at 0.375% per annum of the average
daily unused revolving commitment during each quarter, payable quarterly in arrears on the first day of each
May, August, November, and February. In the event that (1) an event of default has occurred or (2) excess
availability plus eligible cash collateral is less than 12.5% of the borrowing base for 5 consecutive days, such
unused line fees are payable on the first day of each month.
Interest payments under the Revolving Credit Facility are due quarterly on the first day of each May, August,
November, and February for base rate-based advances, provided, however, in the event that (1) an event of
default has occurred or (2) excess availability plus eligible cash collateral is less than 12.5% of the borrowing
base for 5 consecutive days, interest payments are due on the first day of each month. Interest payments under
the Revolving Credit Facility are due on the last day of the interest period for Eurodollar Rate-based advances for
interest periods of 1, 2, and 3 months, and additionally every 3 months after the first day of the interest period for
Eurodollar Rate-based advances for interest periods of greater than 3 months.
The Revolving Credit Facility requires Express Holding and its subsidiaries to maintain a fixed charge coverage
ratio of at least 1.0:1.0 if excess availability plus eligible cash collateral is less than 10% of the borrowing base
for 15 consecutive days. In addition, the Revolving Credit Facility contains customary covenants and restrictions
on Express Holding and its subsidiaries’ activities, including, but not limited to, limitations on the incurrence of
additional indebtedness; liens, negative pledges, guarantees, investments, loans, asset sales, mergers,
acquisitions, and prepayment of other debt; distributions, dividends, and the repurchase of capital stock;
transactions with affiliates; and the ability to change the nature of its business or its fiscal year. All obligations
under the Revolving Credit Facility are guaranteed by Express Holding and its domestic subsidiaries (that are not
borrowers) and secured by a lien on substantially all of the assets of Express Holding and its domestic
subsidiaries.
Term Loan
In December 2011, the Company prepaid the $119.7 million outstanding balance under its $125.0 million
variable rate term loan (“Term Loan”).
Senior Notes
On March 5, 2010, Express, LLC and Express Finance, wholly-owned subsidiaries of the Company, co-issued, in
a private placement, $250.0 million of 8 3/4% Senior Notes due in 2018 at an offering price of 98.6% of the face
value.
Prior to March 1, 2013, a portion of the Senior Notes may be redeemed at 108.75% of the principal amount plus
accrued and unpaid interest with the net proceeds of certain equity offerings. At any time prior to March 1, 2014,
the Senior Notes may be redeemed in part or in full at a redemption price equal to the principal amount plus a
make-whole premium, calculated in accordance with the indenture governing the Senior Notes, and accrued and
64