THQ 2011 Annual Report Download - page 68

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On June 30, 2009, we entered into a Loan and Security Agreement (the "Credit Facility") with Bank of America, N.A. ("B of A"),
as agent, and the lenders party thereto from time to time. The Credit Facility provides for a $35.0 million revolving credit facility,
which can be increased to $50.0 million, subject to lender consent, pursuant to a $15.0 million accordion feature, and includes a
$15.0 million letter of credit subfacility.
The Credit Facility has a three-year term and bears interest at a floating rate equivalent to, at our option, either the base rate plus
a spread of 1.0% to 2.5% or LIBOR plus 2.5% to 4.0%, depending on the fixed charge coverage ratio. Borrowings under the
Credit Facility are conditioned on our maintaining a certain fixed charge coverage ratio and a certain liquidity level, as set forth
in the Credit Facility. The amount we can borrow under the Credit Facility fluctuates based upon our levels of eligible North
American accounts receivable. At March 31, 2011, we had no borrowings under the Credit Facility.
The Credit Facility is guaranteed by most of our domestic subsidiaries (each, an "Obligor") and secured by substantially all of our
assets.
The Credit Facility contains customary affirmative and negative covenants, including, among other terms and conditions, limitations
on our and each Obligor's ability to: create, incur, guarantee or be liable for indebtedness (other than certain types of permitted
indebtedness); dispose of assets outside the ordinary course (subject to certain exceptions); acquire, merge or consolidate with or
into another person or entity (other than certain types of permitted acquisitions); create, incur or allow any lien on any of their
respective properties (except for certain permitted liens); make investments or capital expenditures (other than certain types of
investments or capital expenditures); or pay dividends or make distributions (each subject to certain limitations). In addition, the
Credit Agreement provides for certain events of default such as nonpayment of principal and interest when due thereunder, breaches
of representations and warranties, noncompliance with covenants, acts of insolvency and default on certain material contracts
(subject to certain limitations and cure periods). At March 31, 2011 we were in compliance with all covenants related to the Credit
Facility.
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On July 31, 2007 and October 30, 2007, our board authorized the repurchase of up to $25.0 million of our common stock from
time to time on the open market or in private transactions, for an aggregate of $50.0 million. As of March 31, 2011 and March 31,
2010 we had $28.6 million, authorized and available for common stock repurchases. During fiscal 2011, we did not repurchase
any shares of our common stock. There is no expiration date for the authorized repurchases.
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The components of accumulated other comprehensive income (loss) were as follows (amounts in thousands):
Balance at March 31, 2008
Other comprehensive loss
Balance at March 31, 2009
Other comprehensive income
Balance at March 31, 2010
Other comprehensive income (loss)
Balance at March 31, 2011
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$ 25,479
(28,019)
(2,540)
8,978
6,438
10,231
$ 16,669
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$ 1,715
(1,567)
148
1,281
1,429
(538)
$ 891
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$ 27,194
(29,586)
(2,392)
10,259
7,867
9,693
$ 17,560
The foreign currency translation adjustments relate to indefinite investments in non-U.S. subsidiaries and thus are not adjusted
for income taxes.
59