DEBT

At December 31, 2014 and March 31, 2014, short-term borrowings of $2.7 million and $4.1 million, respectively, consisted of borrowings under various operating lines of credit and working capital facilities maintained by certain of the Company’s non-U.S. subsidiaries. Certain of these borrowings are collateralized by receivables, inventories, and/or property. These borrowing facilities are typically for one-year renewable terms and generally bear interest at current local market rates. The weighted average interest rate on short-term borrowings was 8.2% as of December 31, 2014 compared to 7.1% as of March 31, 2014, respectively.

Total long-term debt consisted of the following:



	December 31, 2014			March 31, 2014
	(In thousands)
DIP Credit Facility	$	484,435		$	284,625
Other loans including capital lease obligations	13,780			19,294
	498,215			303,919
Current maturities	(484,465		)	(288,386		)
Total long-term debt	$	13,750		$	15,533

Total debt, including short-term borrowings, at December 31, 2014 and March 31, 2014 was $500.9 million and $308.0 million, respectively.

In connection with the Chapter 11 Case, the Company has entered into a DIP Credit Facility on the terms set forth in the DIP Credit Agreement, as amended. The DIP Credit Agreement, as amended, provides for senior secured, superpriority DIP financing facilities in an aggregate amount of up to $535.0 million, consisting of a $200.0 million senior secured asset based revolving credit facility ("ABL revolving credit facility"), subject to a borrowing base, and a $335.0 million "last out" term loan facility. The DIP Credit Agreement also provides a $25.0 million swingline facility sub-limit. The two separate tranches in the $200.0 million ABL revolving credit facility provides: (i) a $98.0 million facility under which only advances denominated in U.S. dollars can be drawn; and (ii) a $102.0 million facility under which advances denominated in U.S. dollars or euros can be drawn.

On July 24, 2013, the DIP Credit Agreement was amended to permit an increase in the quarterly maximum capital expenditure limits of $25.0 million by $2.5 million should the preceding quarter’s EBITDA exceed 110.0% of the DIP budget, with the rolling four quarter maximum capital expenditures increased to $90.0 million for the four quarters ending after March 31, 2014.

On October 9, 2013, a second amendment provided additional flexibility to the Company with regard to certain non-core asset transactions and further clarified certain terms of the DIP Credit Agreement. The second amendment revised the definition of "Permitted Liens" to permit contractual encumbrances in connection with certain permitted dispositions under the DIP Credit Agreement. The second amendment further changed the definition of cumulative total adjusted operating cash flows to exclude the effect of Frisco Escrow Account receipts from cumulative total adjusted operating cash flows.

On May 28, 2014, the Company entered into the third amendment to the DIP Credit Agreement, which, among other things, extended to June 30, 2014 the milestone for the Company to file a plan of reorganization with the Bankruptcy Court. The third amendment increased the quarterly and rolling four quarter capital expenditure limits from $25.0 million and $90.0 million to $36.0 million and $120.0 million, respectively. The third amendment also excluded from the definition of "Capital Expenditure" expenditures made in connection with the replacement, substitution, restoration or repair of assets funded through the receipt of insurance proceeds or other compensation awards paid on account of a casualty loss. Finally, the third amendment increased the European factoring basket to 100.0 million euros from 75.0 million euros and expanded the subsidiaries whose receivables can be factored to include subsidiaries domiciled in Belgium, Denmark, Finland, Luxembourg, the Netherlands, Norway, and Sweden.

On June 27, 2014, the Company entered into the fourth amendment to the DIP Credit Agreement, which extended to July 31, 2014 the deadline for filing a plan of reorganization and eliminated the milestone related to soliciting acceptance of the plan of reorganization. The fourth amendment also increased to $85.0 million from $75.0 million the letters of credit sublimit.

On June 27, 2014, the Company entered into the fifth amendment to the DIP Credit Agreement, which, among other things, extended to August 15, 2014 the date by which the Company was required to deliver annual audited financial statements and the related Compliance Certificate for the fiscal year of the Company ended March 31, 2014.

On July 22, 2014, the Company entered into the sixth amendment to the DIP Credit Agreement, which, among other things, eliminated restrictions on capital expenditures; modified the definition of EBITDA and adjusted the minimum EBITDA covenant to include the period October through November 2014 and address lower anticipated earnings through the end of calendar 2014; and permitted additional term loan financing in an aggregate amount not to exceed $65.0 million (“Upsizing Amendment”), subject to satisfaction of certain conditions. All of the lenders under the DIP Credit Agreement approved an extension to the DIP maturity date to December 31, 2014 pursuant to the sixth amendment; however, certain of the conditions to an extension pursuant to the sixth amendment were not satisfied.

On July 25, 2014, the Company entered into the seventh amendment to the DIP Credit Agreement, which eliminated the milestone related to filing a plan of reorganization.

On July 28, 2014, the Bankruptcy Court entered an order approving the Upsizing Amendment. Certain members of the UNC provided additional term loan financing with net cash proceeds of $60.0 million, subject to satisfaction of certain conditions including approval by the Bankruptcy Court.

On October 9, 2014, the Company entered into the eighth amendment to the DIP Credit Agreement (the "Maturity Extension Amendment") which, among other things, modified the DIP Credit Agreement as follows:

• Extended the maturity date from October 14, 2014 to March 31, 2015;

• Established certain milestones relating to the Company’s restructuring efforts and modified the requirements for an acceptable reorganization plan;

• Eliminated reinvestment rights with respect to dispositions triggering mandatory prepayments;

• Modified certain limitations relating to expense reimbursement;

• Modified the financial covenant relating to minimum liquidity of the loan parties, added financial covenants relating to minimum liquidity of the Company and maximum capital expenditures and eliminated the financial covenant relating to minimum twelve-month trailing EBITDA;

• Modified the definitions of Permitted Dispositions and Permitted Indebtedness and limited the availability of certain baskets under the definition of Permitted Indebtedness to amounts outstanding as of October 9, 2014;

• Modified certain agent and lender voting and consent thresholds;


•	Reduced to $200.0 million from $225.0 million the commitments under the DIP Credit Agreement’s ABL revolving credit facility; and


•	Conditioned future borrowings under the ABL revolving credit facility on unrestricted cash not exceeding $50.0 million.

Pursuant to the Maturity Extension Amendment, the Company and the lenders under the DIP Credit Agreement approved certain additional fees and an increase to the applicable margin under the ABL revolving credit facility: (a) revolving loans shall bear interest at a rate of (i) with respect to amounts outstanding on or prior to December 31, 2014 (retroactive to October 9, 2014), LIBOR plus 4.0% per annum and (ii) thereafter, LIBOR plus 4.5% per annum, (b) the fees payable for unused revolving commitments shall be increased to (i) with respect to such fees payable on or prior to December 31, 2014 (retroactive to October 9, 2014), 1.0% per annum and (ii) thereafter, 1.5% per annum, (c) a one-time duration fee of 0.5% of the aggregate principal amount of term loans outstanding and revolving commitments available as of December 30, 2014 shall be payable to lenders on such date and (d) a monthly facility fee of 0.1% of the aggregate principal amount of term loans outstanding shall be payable to term loan lenders. The term loan continues to bear interest at a rate of 9.0% per annum.

On October 31, 2014, the Bankruptcy Court entered an order approving the Maturity Extension Amendment.

On November 4, 2014, the Company entered into the ninth amendment to the DIP Credit Agreement, which eliminated entry of an order terminating the Company’s exclusive period to file a plan of reorganization as an event of default under the DIP Credit Agreement.

On January 14, 2015, the Company entered into the tenth amendment to the DIP Credit Agreement, which extended the milestones for the (i) approval of the Company’s disclosure statement from January 15, 2015 until February 9, 2015 and (ii) confirmation of the Company's plan of reorganization from March 10, 2015 until March 25, 2015.

The maturity date of the loans made under the DIP Credit Agreement is the earliest to occur of: (i) March 31, 2015; (ii) the effective date of a plan of reorganization; or (iii) the acceleration of such loans. The obligations of the Borrowers under the DIP Credit Agreement are unconditionally guaranteed by certain material foreign subsidiaries. In addition, the U.S. Borrower unconditionally guarantees the obligations of the Foreign Borrower. Subject to certain exceptions, the obligations of the Borrowers and the guarantors under the DIP Credit Agreement and the other loan documents are secured by first priority liens on specified assets of the Borrowers and the foreign guarantors and 100.0% pledge of equity interests of certain of the Borrowers’ direct and indirect subsidiaries. The DIP Credit Agreement requires the Borrowers to comply with financial covenants as defined by the agreement relating to minimum liquidity, cumulative total adjusted operating cash flows and maximum capital expenditures.

Events of default under the DIP Credit Agreement include, among other things, failure to pay any principal, interest or other amounts due under the applicable credit agreement, breach of specific covenants, and a change of control of the Company. Upon an event of default, the requisite lenders may declare the outstanding obligations under the DIP Credit Agreement to be immediately due and payable and exercise other rights and remedies provided for thereunder.