Oregon | 93-0708501 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
In connection with its entry into the New Credit Agreement, FLIR terminated, effective February 8, 2011, its existing $300 million five-year revolving credit agreement (the "Existing Credit Agreement"), dated as of October 6, 2006, among FLIR, certain subsidiaries as Designated Borrowers, the lenders named therein, Bank of America, N.A., as Administrative Agent; Union Bank of California, N.A., as Syndication Agent; U.S. Bank National Association, as Documentation Agent; and other Lenders. No early termination penalties were incurred by FLIR as a result of the termination of th e Existing Credit Facility.
Under the New Credit Agreement, FLIR may designate its subsidiaries as borrowers for which FLIR and its Material Domestic Subsidiaries will act as guarantors. Borrowing rates under the New Credit Agreement are determined at FLIR's option at the time of each borrowing and are generally based on either the prime lending rate of Bank of America, N.A. or the rate of interest paid for deposits in the relevant currency, plus a specified margin based on an established consolidated total leverage ratio grid. Subject to certain conditions precedent, FLIR has the right at any time to increase the total amount of its commitments under the New Credit Agreement by an aggregate additional amount not to exceed $150 million. FLIR is obligated to pay a commitment fee based on the average daily unused amount of the commitments under the New Credit Agreement. The provisions of the New Credit Agreement, including representations, warranties, covenants and events of default, are less restrictiv e in comparison to the provisions of the Existing Credit Agreement. Unlike the Existing Credit Agreement, the New Credit Agreement is unsecured and contains only two financial covenants, a maximum consolidated total leverage ratio and a minimum interest coverage ratio. Borrowings under the New Credit Agreement may be used for general corporate purposes, including the issuance of letters of credit.
The foregoing description of the New Credit Agreement is qualified in its entirety by reference to the text of the New Credit Agreement, a copy of which will be filed as an exhibit to FLIR's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The foregoing description of the Existing Credit Agreement is qualified in its entirety by reference to the text of the Existing Credit Agreement, a copy of which was filed as Exhibit 10.1 to FLIR's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2006.
Some of the financial institutions party to the New Cre dit Agreement and the Existing Credit Agreement and their respective affiliates have performed, and/or may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for FLIR and its respective subsidiaries, for which they have received, and/or will receive, customary fees and commissions.
| FLIR Systems, Inc. | ||||||||
| Date: February 14, 2011 | By: | /s/ David A. Muessle | ||||||
| David A. Muessle | ||||||||
| Vice President and Corporate Controller (Principal Accounting Officer) | ||||||||