Subject to certain mandatory prepayment events, the Term Loans are subject to repayment according to scheduled amortizations, with the final payments of all amounts outstanding, plus accrued and unpaid interest, due at maturity. The Senior Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain exceptions set forth in the Senior Credit Agreement. Additionally, the Senior Credit Agreement, solely with respect to the Revolver, contains a financial covenant on the maximum net total leverage ratio that is tested on the last day of each fiscal quarter commencing with the fiscal quarter ending September 30, 2015. SBI was in compliance with all covenants as of September 30, 2015. Pursuant to a guarantee agreement, SB/RH Holdings, LLC (“SB/RH Holdings”) and the material wholly-owned domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Senior Credit Agreement and related loan documents. Pursuant to a security agreement, SBI and such subsidiary guarantors have pledged substantially all of their respective assets to secure such obligations and, in addition, SB/RH Holdings has pledged the capital stock of SBI to secure such obligations. The Senior Credit Agreement also provides for customary events of default including payment defaults and cross-defaults to other material indebtedness.
| | (4) | On December 17, 2012, Spectrum Brands issued $520.0 million aggregate principal amount of 6.375% Senior Notes due 2020 (the “6.375% Notes”), and $570.0 million aggregate principal amount of 6.625% Senior Notes due 2022 (the “6.625% Notes”). On December 4, 2014, SBI issued $250.0 million aggregate principal amount of 6.125% Senior Notes due 2024 (the “6.125% Notes”). |
| | (5) | On May 20, 2015, in connection with the acquisition of Armored AutoGroup Parent, Inc. ("AAG"), SBI issued $1,000.0 million aggregate principal amount of 5.75% Senior Notes due 2025 at par value (the “5.75% Notes). The 5.75% Notes are guaranteed by SB/RH Holdings, as well as by SBI’s existing and future domestic subsidiaries. |
| | (6) | On June 23, 2015, SBI sent a notice of redemption to the holders of its $300.0 million outstanding aggregate principal amount of 6.75% Notes. In connection with the redemption, SBI paid the trustee principal, interest and a call premium sufficient to redeem the $300.0 million of 6.75% Notes outstanding. The trustee under the indenture governing the 6.75% Notes accepted those funds in trust for the benefit of the holders of the 6.75% Notes and has acknowledged the satisfaction and discharge of the 6.75% Notes and the indenture governing the 6.75% Notes. On July 23, 2015, the trustee redeemed the 6.75% Notes. |
| | (7) | On March 27, 2013, FGH issued $300.0 million aggregate principal amount of 6.375% Senior Notes due 2021. FGH used the net proceeds from that offering to pay a $73.0 million dividend, purchase a $195.0 million surplus note from FGL Insurance (to support the growth of its business and for general corporate purposes) and for FGL’s general corporate purposes. |
| | (8) | In August 2014, FGH, as borrower, and FGL as guarantor, entered into a three-year $150.0 million unsecured revolving credit facility (the “FGL Credit Agreement”) with certain lenders and RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC, acting as joint lead arrangers. The loan proceeds from the credit facility may be used for working capital and general corporate purposes. As of September 30, 2015, FGL had not drawn on the revolver. |
| | (9) | In connection with its formation, Compass entered into a credit agreement which had an initial borrowing base of $400.0 million. The terms of the credit agreement provide for a redetermination of the borrowing base on a semi-annual basis. Borrowings under the credit agreement are collateralized by first lien mortgages providing a security interest of not less than 80% of the Engineered Value (as defined in the agreement) of the oil and natural gas properties evaluated by the lenders for purposes of establishing the borrowing base. On May 7, 2015, Compass entered into an amendment to the credit agreement that increased the Consolidated Leverage Ratio (as defined in Compass' credit agreement) to 5.75 to 1.00 for the period ending June 30, 2015 and September 30, 2015 and added a Consolidated Cash Interest Coverage Ratio (as defined in Compass’ credit agreement), which was not permitted to be less than 3.50 to 1.00 for the periods ending June 30, 2015 and September 30, 2015. Concurrently with the amendment, HGI Funding provided a guarantee of a limited portion of the debt under the credit agreement until the date of Compass’ next borrowing base redetermination (which occurred on November 13, 2015) and committed to make a debt or equity contribution to Compass on such date in an amount to be determined based on the amount of the borrowing base at such time, which amount would not exceed $80.0 million (plus certain interest charges on unpaid amounts under the guaranty and reimbursement of enforcement expenses), but was permitted to be less depending on the amounts outstanding under Compass’ credit agreement at that time. As a result of these amendments to Compass’ credit agreement, Compass returned to good standing under the covenants specified in the credit agreement, as amended. As of September 30, 2015, $327.0 million was drawn under this agreement. |
On November 13, 2015, Compass entered into an amendment to its credit agreement that included a modification of the Consolidated Leverage Ratio whereby the maximum permitted ratio at the end of each quarter was increased to 6.00 to 1.0 through September 30, 2016. The maximum permitted Consolidated Coverage Ratio for each quarter ending after October 1, 2016 will be 4.50 to 1.00. The amendment also provided for the reduction of the borrowing base to $320.0 million on November 13, 2015, which amount was further reduced to $175.0 million following the sale of certain oil and gas properties to the Buyer consummated on December 1, 2015. Concurrently with such amendment, HGI Funding
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