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Long-Term Debt And Credit Facilities
12 Months Ended
Nov. 30, 2011
Long-Term Debt And Credit Facilities [Abstract]  
Long-Term Debt And Credit Facilities

10.    Long-Term Debt and Credit Facilities

Mortgage Note Payable

In connection with the purchase of our corporate headquarters in June 2003, we recorded a $54.0 million mortgage note payable to a financial institution collateralized by the commercial real property acquired. The balance on the mortgage note payable was $38.1 million and $40.4 million as of November 30, 2011 and 2010, respectively.

The mortgage note payable carries a 20-year amortization, and in the second quarter of fiscal year 2007, we amended the mortgage note payable such that it now carries a fixed annual interest rate of 5.50%. The $34.4 million principal balance that will be remaining at the end of the 10-year term will be due as a final lump sum payment on July 1, 2013. Under the currently applicable terms of the mortgage note agreements, we are prohibited from acquiring another company without prior consent from the lender unless we maintain at least $50.0 million of cash or cash equivalents and meet other non-financial terms as defined in the agreements. In addition, we are subject to certain non-financial covenants pursuant to the terms of the mortgage note agreements. As of November 30, 2011, we were in compliance with all covenants.

Lines of Credit

In November 2009, we entered into a $150.0 million unsecured revolving credit facility (the "Credit Agreement") that matures in November 2012. The revolving credit facility is available for cash borrowings up to $150.0 million, with a sublimit for the issuance of standby letters of credit in a face amount up to $25.0 million and swing line loans up to $10.0 million. As of November 30, 2011, $30.0 million were outstanding under the credit facility. Revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 2.25% to 3.00%, depending on TIBCO's consolidated leverage ratio or (ii) the LIBOR rate plus a margin ranging from 3.25% to 4.00%, depending on TIBCO's consolidated leverage ratio, for various interest periods. The base rate is defined as the highest of (i) the administrative agent's prime rate, (ii) the federal funds rate plus a margin equal to 0.50%, and (iii) except during a period when LIBOR rates are unavailable, the LIBOR rate for a one month interest period plus a margin equal to 1.00%. Swing line loans accrue interest at a per annum rate based on the base rate plus a margin ranging from 2.25% to 3.00%. A commitment fee is applied to the un-borrowed amount at a per annum rate ranging from 0.50% to 0.75%. A $2.3 million loan origination fee and issuance costs incurred upon consummation of the Credit Agreement will be amortized through interest expense over a period of three years. Other customary fees and letter of credit fees may be charged as they are incurred. All fees would be recognized over the life of the facility as an adjustment of interest expense. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Agreement at a per annum rate equal to 2.00% above the applicable interest rate. In order to make acquisitions under the Credit Agreement, the Credit Agreement requires, among other things, immediately after giving a pro forma effect to any such acquisition we maintain $120.0 million of total unrestricted cash, cash equivalents, certain short-term investments and total available borrowings, of which $80.0 million must be held by a financial institution with the account residing in the United States. Under this Credit Agreement, we must maintain a minimum consolidated interest coverage ratio of 3.5:1.0 and a maximum consolidated leverage ratio of 2.5:1.0 in addition to other customary affirmative and negative covenants. As of November 30, 2011, we were in compliance with all covenants of this facility.

 

In December 2011, we and one of our subsidiaries entered into an Amended and Restated Credit Agreement providing for borrowings in an amount of up to $250.0 million that matures in December 2016 (the "Amended Credit Agreement"). TIBCO has an option to request that the lenders thereunder increase the available commitments by an amount of up to $100.0 million. For further discussion on the Amended Credit Agreement, see Note 23 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

We also have a $20.0 million revolving line of credit that matures in November 2012. The revolving line of credit is available for cash borrowings and for the issuance of letters of credit up to $20.0 million. As of November 30, 2011, no borrowings were outstanding under the facility and three irrevocable letters of credit in the amounts of $13.0 million, approximately $1.0 million and approximately $0.4 million were outstanding, leaving approximately $5.6 million of available credit for additional letters of credit or cash borrowings. The $13.0 million irrevocable letter of credit outstanding was issued in connection with the mortgage note payable. The letter of credit automatically renews for successive one-year periods, until the mortgage note payable has been satisfied in full. The approximately $1.0 million and approximately $0.4 irrevocable letters of credit outstanding were issued in connection with two separate revenue transactions denominated in foreign currency and will remain outstanding until July 2012 and November 2012, respectively. The line of credit, as amended, contains financial covenants identical to those of the Credit Agreement, as well as other customary affirmative and negative covenants. As of November 30, 2011, we were in compliance with all covenants under the revolving line of credit.

Guarantee Credit Line

We have an approximately $13.4 million revolving guarantee credit line available for issuance of bank guarantees denominated in foreign currency. Issued bank guarantees were approximately $11.4 million and $8.6 million in fiscal years 2011 and 2010, respectively, and were collateralized by pledging the equivalent amount under restricted cash as required under our guarantee credit line. Other various contractual commitments also require us to pledge cash as security under restricted cash. As of November 30, 2011 and 2010, we had restricted cash of $13.8 million and $10.5 million, respectively, which is included in Other Assets on our Consolidated Balance Sheets.