Credit Facility

9 Months Ended

Sep. 30, 2011

17. Credit Facility

On April 20, 2011, we entered into a $125.0 million credit facility (including a $25.0 million Canadian sublimit), which is available for general corporate purchases (including capital expenditures and investments), subject to certain conditions, and which matures on April 20, 2015. The agreement for this credit facility also permits us, under certain conditions, to obtain up to an additional $100.0 million of incremental term loans or incremental revolving commitments from existing or new lenders. The interest rate on this credit facility is determined quarterly and is equal to LIBOR or Prime, as applicable, plus a margin of (a) between 225 basis points and 275 basis points in the case of Eurodollar/CDOR loans and (b) between 125 basis points and 175 basis points in the case of ABR loans. The rate, in each case, is based on a consolidated leverage ratio for us and our subsidiaries (the ratio of consolidated total debt of us and our subsidiaries to consolidated EBITDA) not to exceed 2.75 to 1.00 and an interest coverage ratio (EBITDA to cash interest expense) not to be less than 3.0 to 1.0. Additionally, under the credit facility we are required to make quarterly commitment fees payments on any available revolving amounts at a rate between 40 basis points and 50 basis points based on our consolidated leverage ratio. Interest expense related to the commitment fee for the three and nine months ended September 30, 2011 was $0.1 million and $0.2 million, respectively. We capitalized approximately $1.9 million of debt issuance costs associated with the credit facility, of which $1.7 million was remaining to be amortized as interest expense as of September 30, 2011. Debt issuance costs amortized to interest expense for the three and nine months ended September 30, 2011 were $0.1 million and $0.2 million, respectively. As of September 30, 2011, we had no amounts outstanding under our credit facility.

Our credit facility contains restrictive covenants that limit our ability and our existing or future subsidiaries' abilities, among other things, to:

•

incur additional indebtedness;

•

pay dividends or make distributions in respect of our, or our existing or future subsidiaries', capital stock or to make certain other restricted payments or investments;

•

make certain investments, loans, advances, guarantees or acquisitions;

•

enter into sale and leaseback transactions;

•

agree to payment restrictions;

•

incur additional liens;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary's assets;

•

enter into transactions with our or the applicable subsidiary's affiliates;

•

sell assets;

•

make capital expenditures;

•

make optional payments in respect of and amendments to certain other types of debt;

•

enter into swap agreements;

•

change certain fiscal periods; and

•

enter into new lines of business.

In addition, our credit facility requires us and our subsidiaries to maintain compliance with specified financial ratios on a consolidated basis. Our and our subsidiaries' ability to comply with these ratios may be affected by events beyond our control.

As of September 30, 2011, we were in compliance with all restrictive covenants and financial ratios.

Our credit facility contains the following affirmative covenants, among others: delivery of financial statements, reports, accountants' letters, budgets, officers' certificates and other information requested by the lenders; payment of other obligations; maintenance of existence and rights and privileges; maintenance of property and insurance; right of the lenders to inspect property and books and records; compliance with environmental laws; and covenants regarding additional collateral.