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Debt and Lines of Credit
9 Months Ended
Oct. 29, 2011
Debt and Lines of Credit [Abstract]  
Debt and Lines of Credit
9. Debt and Lines of Credit
The Company’s primary sources of liquidity are cash flows from operations, including credit terms from vendors, and borrowings under its credit facility. On March 21, 2011, the Company entered into a credit agreement (the “Credit Agreement”) for a new revolving credit facility (the “New Facility”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and Issuing Bank, and a group of participating financial institutions under which the Company may borrow up to the maximum principal amount of $150.0 million, which may be increased to $200.0 million under certain circumstances, and which matures on March 21, 2016. Interest on borrowings under the New Facility is determined based upon the LIBOR rate plus an applicable margin (as specified in the New Facility). The Credit Agreement replaced the $100.0 million credit facility (the “Prior Facility”), which was scheduled to expire in July 2011. Pursuant to the Credit Agreement, the participating financial institutions have agreed to make revolving loans to the Company and to issue, up to a $35.0 million sublimit, letters of credit for the Company. Under the Credit Agreement, Bank of America, in its capacity as Swing Line Lender, has also agreed to make same day advances to the Company in the form of swing line loans up to a $15.0 million sublimit. The obligations of the Company under the Credit Agreement are secured by the inventories, accounts receivable and certain other personal property of the Company, pursuant to the terms of a security agreement with Bank of America and the other lenders. Additionally, the Credit Agreement contains certain non-financial covenants. The Company was in compliance with these covenants at October 29, 2011.
As of October 29, 2011, there were outstanding borrowings under the New Facility (excluding the face amount of letters of credit issued thereunder) of $25.6 million, which bear interest at variable rates (2.19% as of October 29, 2011). The Company had no borrowings outstanding under the Prior Facility (excluding the face amount of letters of credit issued thereunder) as of January 29, 2011. The face amount of letters of credit issued under the New Facility as of October 29, 2011 was $7.9 million. The face amount of letters of credit issued under the Prior Facility as of January 29, 2011 was $2.1 million. The maximum and average outstanding borrowings under the Prior Facility and the New Facility (excluding the face amount of letters of credit issued thereunder) during the thirty-nine weeks ended October 29, 2011 were $34.0 million and $17.6 million, respectively.
During fiscal 1996 and fiscal 1995, the Company acquired and constructed certain warehouse and distribution facilities with the proceeds of loans made pursuant to an industrial development revenue bond (the “Bond”). As of October 29, 2011 and January 29, 2011, there was $5.9 million outstanding under the Bond, which bears interest at variable rates. The interest rate on the Bond was 1.3% and 1.4% at October 29, 2011 and January 29, 2011, respectively. The Bond has a maturity date of December 1, 2019, with a purchase provision obligating the Company to repurchase the Bond, unless extended by the bondholder. The bond is held by Wells Fargo Bank, National Association (“Wells Fargo”). Pursuant to an Amended and Restated Bond Agreement dated June 30, 2011, the Company’s subsidiary, American Wholesale Book Company, Inc., and Wells Fargo have agreed, among other things, (i) to extend the period during which Wells Fargo will hold the Bond until March 13, 2016, (ii) to replace the original guaranty with a new Continuing Guaranty executed by the Company and certain of its subsidiaries, including Booksamillion.com, Inc. and BAM Card Services, LLC, which obligation provides a maximum liability of $5,880,000 for the Company and its affiliates, jointly and severally (the “New Guaranty”), and (iii) that American Wholesale will maintain a standby letter of credit equal at all times to at least the outstanding principal amount of the Bond, which shall have an initial stated amount of $5,880,000, for the benefit of Wells Fargo.
Net interest expense on all Company indebtedness for the thirteen weeks ended October 29, 2011 and October 30, 2010 was $0.4 million and $0.1 million, respectively. Net interest expense on all Company indebtedness for the thirty-nine weeks ended October 29, 2011 and October 30, 2010 was $0.9 million and $0.4 million, respectively.