LONG-TERM DEBT

6 Months Ended

Jun. 30, 2011

LONG-TERM DEBT

LONG-TERM DEBT

6.  LONG-TERM DEBT

On May 2, 2011, we entered into a five-year, $150 million revolving credit facility with a group of lenders (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility bear interest at the alternative base rate or LIBOR, plus the applicable margin for each that fluctuates with the consolidated leverage ratio (as defined).  The Revolving Credit Facility provides for future acquisitions and contains financial covenants pertaining to (i) the maximum consolidated leverage ratio and (ii) the minimum fixed charge coverage ratio.   The Revolving Credit Facility also contains a variety of restrictive covenants, such as limitations on borrowings and investments, and provides for customary events of default.  There are no restrictions on accumulated deficit or net income other than the declaration or payment of cash dividends.  Further, there are no restrictions in our Revolving Credit Facility with respect to transfers of cash or other assets from our subsidiaries to us. The Revolving Credit Facility is guaranteed by substantially all of our subsidiaries and is collateralized by a first priority lien on substantially all of our assets.

In connection with the acquisition of MediaMind, on July 26, 2011, we entered into an amended and restated credit facility that replaced the Revolving Credit Facility. The amended credit facility provides for $490 million of term loans and $120 million of revolving loans.  See Note 13.