Credit Facilities and Debt

9 Months Ended

Jun. 30, 2011

Credit Facilities and Debt

13.   Credit Facilities and Debt

2.75% Convertible Debentures

We have $250 million of 2.75% convertible senior debentures due in August 2027. As of June 30, 2011, no conversion triggers were met. If the conversion triggers were met, we could be required to repay all or some of the principal amount in cash prior to maturity.

Credit Facility

We have a credit facility which originally consisted of a $75 million revolving credit line, reduced by outstanding letters of credit, a $355 million term loan entered into on March 31, 2006, a $90 million term loan entered into on April 5, 2007 and a $225 million term loan entered into on August 24, 2007 (collectively the “Credit Facility”). The revolving credit line was due in March 2012. The original provisions of the credit facility called for quarterly principal and interest payments on the term loans, with an original maturity in March 2013. In July 2011, we entered into agreements to amend and restate our existing Credit Facility. Of the approximately $638.5 million remaining Term Loan originally due March 31, 2013, lenders representing $486.9 million have elected to extend the maturity date three years to March 31, 2016. The remaining $151.6 million in term loans are due March 2013. In addition, lenders participating in the revolving credit facility have chosen to extend the maturity date by three years to March 31, 2015.

In conjunction with the amendment, the Credit Facility repayment terms were amended. Principal is due in four quarterly installments of 1% per annum through the original maturity date of March 2013, at which time the principal remaining on the unextended portion of the loans becomes payable. The table below details the new schedule of principal payments by fiscal year. If only the minimum required repayments are made, the annual aggregate principal amount of the term loans repaid would be as follows (dollars in thousands):

Year Ending September 30,	Amount
2011 (quarter ending September 30)	$	1,596
2012		6,346
2013		154,494
2014		4,743
2015		4,696
2016		466,663
Total	$	638,538

Under terms of the amendment, borrowings under the Credit Facility bear interest at a rate equal to the applicable margin plus, at our option, either (a) the base rate which is the higher of the corporate base rate of UBS AG, Stamford Branch, or the federal funds rate plus 0.50% per annum or (b) LIBOR (equal to (i) the British Bankers’ Association Interest Settlement Rates for deposits in U.S. dollars divided by (ii) one minus the statutory reserves applicable to such borrowing). The applicable margin for the borrowings is as follows:

Description	Base Rate Margin	LIBOR Margin
Term loans due March 2013	0.75% - 1.50%(a)	1.75% - 2.50%(a)
Term loans due March 2016	2.00%	3.00%
Revolving facility due March 2015	1.25% - 2.25%(b)	2.25% - 3.25%(b)

(a)	The margin is determined based on our leverage ratio at the date the interest rates are reset on the Term Loans.
(b)	The margin is determined based on our credit rating at the date the interest rates are reset on the Revolving Loans

As of June 30, 2011 (prior to the amendment), based on our leverage ratio, the applicable margin for our term loan was 0.75% for base rate borrowings and 1.75% for LIBOR-based borrowings. This results in an effective interest rate of 1.95%. No payments under the excess cash flow sweep provision were due in the first quarter of fiscal 2011 as no excess cash flow, as defined, was generated in fiscal 2010. At the current time, we are unable to predict the amount of the outstanding principal, if any, that we may be required to repay in future fiscal years pursuant to the excess cash flow sweep provisions.

As of June 30, 2011, $638.5 million remained outstanding under the term loans, there were $15.7 million of letters of credit issued under the revolving credit line and there were no other outstanding borrowings under the revolving credit line. As of June 30, 2011, we were in compliance with the covenants under the Credit Facility.