F – Debt Facilities

A summary of revolving credit facilities is as follows:

(In thousands)

Aggregate

Interest

Balance at

Amount

Rate

Maturity

January 31, 2017

April 30, 2016

Revolving credit facilities

200,000

LIBOR + 2.375%

December 12, 2019

118,346

107,386

(3.14% at January 31, 2017 and 2.81% at April 30, 2016)

March

2012,

the Company entered into an Amended and Restated Loan and Security Agreement with a group of lenders providing revolving credit facilities totaling

$125

million (“Credit Facilities”). The Credit Facilities were amended on

September

30,

2012,

February

2013,

June

24,

2013,

February

13,

2014

and

October

2014,

respectively. The

first

amendment increased the total revolving commitment to

$145

million. The

second

amendment amended the definition of eligible vehicle contracts to include contracts with

month terms. The

third

amendment extended the term to

June

24,

2016,

provided the option to request revolver commitment increases for up to an additional

$55

million and provided for a

0.25%

decrease in each of the

three

pricing tiers for determining the applicable interest rate. The

fourth

amendment amended the structure of the debt covenants related to the application of the fixed charge coverage ratio calculation. As amended, the fixed charge coverage ratio calculation will be required only if availability, as defined, under the revolving credit facilities is less than specified thresholds. The

fourth

amendment also increased allowable capital expenditures to

$10

million in the aggregate during any fiscal year and allows the sale of certain vehicle contracts to

third

parties.

October

2014,

the Company entered into a

fifth

amendment to the Credit Facilities, which extended the term of the Credit Facilities to

October

2017,

added a new pricing tier for determining the applicable interest rate, and provided for a

0.125%

increase in each of the

three

existing pricing tiers. The

fifth

amendment also amended

one

two

alternative distribution limitations related to repurchases of the Company’s stock. With respect to such limitation, the amendment (i) reset the

$40

million aggregate limit on repurchases beginning

October

2014,

(ii) redefined the aggregate amount of repurchases to be net of proceeds received from the exercise of stock options, and (iii) changed the requirement that the sum of borrowing bases combined minus the principal balances of all revolver loans after giving effect to such repurchases be equal to or greater than

30%

of the sum of the borrowing bases.

February

18,

2016,

the Company exercised an option under its existing credit agreement to increase the total revolving credit facilities by

$27.5

million from

$145

million to

$172.5

million. The increase in the total revolving credit commitments was made pursuant to the aforementioned accordion feature of the Credit Facilities, which allows the Company to increase the total revolver commitments by up to an additional

$55

million (up to

$200

million in total commitments), subject to lender approval and/or successful syndication.

December

12,

2016,

the Company entered into a Second Amended and Restated Loan and Security Agreement which amended and restated the Company’s Credit Facilities. The new agreement extended the terms of the Credit Facilities to

December

12,

2019,

reduced the pricing tiers for determining the applicable interest rate from

four

three,

and reset the aggregate limit on the repurchase of Company stock to

$40

million beginning

December

12,

2016.

The agreement also increased the total revolving credit facilities from

$172.5

million to

$200

million, provided the option to request revolver commitment increases for up to an additional

$50

million and increased the advance rate on accounts receivable with

month terms from

50%

55%,

and the advance rate on accounts receivable with

month terms from

45%

50%.

The revolving credit facilities are collateralized primarily by finance receivables and inventory, are cross collateralized and contain a guarantee by the Company. Interest is payable monthly under the revolving credit facilities. The Credit Facilities provide for

three

pricing tiers for determining the applicable interest rate, based on the Company’s consolidated leverage ratio for the preceding fiscal quarter. The current applicable interest rate under the Credit Facilities is generally LIBOR plus

2.375%.

The Credit Facilities contain various reporting and performance covenants including (i) maintenance of certain financial ratios and tests, (ii) limitations on borrowings from other sources, (iii) restrictions on certain operating activities and (iv) restrictions on the payment of dividends or distributions.

The distribution limitations under the Credit Facilities allow the Company to repurchase the Company’s stock so long as: either (a) the aggregate amount of such repurchases does not exceed

$40

million beginning

December

12,

2016

and the sum of borrowing bases combined minus the principal balances of all revolver loans after giving effect to such repurchases is equal to or greater than

25%

of the sum of the borrowing bases, or (b) the aggregate amount of such repurchases does not exceed

75%

of the consolidated net income of the Company measured on a trailing

twelve

month basis; provided that immediately before and after giving effect to the stock repurchases at least

12.5%

of the aggregate funds committed under the credit facilities remain available.

The Company was in compliance with the covenants at

January

31,

2017.

The amount available to be drawn under the credit facilities is a function of eligible finance receivables and inventory; based upon eligible finance receivables and inventory at

January

31,

2017,

the Company had additional availability of approximately

$78

million under the revolving credit facilities.

The Company recognized approximately

$197,000

and

$144,000

of amortization for the

nine

months ended

January

31,

2017

and

2016,

respectively, related to debt issuance costs. The amortization is reflected as interest expense in the Company’s Condensed Consolidated Statements of Operations.

During the quarter ended

January

31,

2017,

the Company incurred approximately

$378,000

in debt issuance costs related to the Second Amended and Restated Loan and Security Agreement.

During fiscal

2016,

the Company implemented the guidance in ASU

2015

03,

Simplifying the Presentation of Debt Issuance Costs

, which amended the presentation of debt issuance costs in the financial statements. ASU

2015

requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, instead of as an asset. As a result, debt issuance costs of approximately

$576,000

and

$396,000

as of

January

31,

2017

and

April

30,

2016,

respectively, are shown as a deduction from the revolving credit facilities in the Condensed Consolidated Balance Sheet.

December

15,

2015,

the Company entered into an agreement to purchase the property on which

one

of its dealerships is located for a purchase price of

$550,000.

Under the agreement, the purchase price is being paid in monthly principal and interest installments of

$10,005.

The debt matures in

December

2020,

bears interest at a rate of

3.50%

and is secured by the property. The balance on this note payable was approximately

$439,000

and

$516,000

as of

January

31,

2017

and

April

30,

2016,

respectively.