UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 21, 2006
SOURCE INTERLINK COMPANIES, INC.
(Exact name of registrant as specified in this charter)
Delaware 001-13437 20-2428299
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27500 Riverview Center Blvd., Suite 400, Bonita Springs, FL 34134
(Address of Principal Executive Offices and Zip Code)
Registrant's Telephone Number, including area code: (239) 949-4450
Not applicable
(Former Name or Former Address, if Changes Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] 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))
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
On December 18, 2006, Source Interlink Companies, Inc. (the "Registrant")
entered into that certain Second Amendment to Amended and Restated Loan
Agreement (the "Second Amendment") dated as of October 31, 2006 by and among the
Registrant (for itself and as the administrative borrower on behalf of certain
of the Registrant's subsidiaries named therein), certain of the Registrant's
subsidiaries (as borrowers and/or guarantors), Wells Fargo Foothill, Inc. (for
itself and as arranger, administrative agent and collateral agent for each of
the lenders named therein) (the "Agent"), and Wachovia Bank, N.A. (as
documentation agent) ("Wachovia"). The Second Amendment amends that certain
Amended and Restated Loan Agreement (the "Loan Agreement") dated as of February
28, 2005, by and among the Registrant, certain of its subsidiaries named
therein, the Agent and the lenders named therein.
Material terms of the Second Amendment include the following:
- - Modification of certain financial covenants.
- - Increase of the maximum availability under the Loan Agreement by modifying the
calculation of the Borrowing Base.
- - Expanding the type of transactions that would qualify as "Permitted
Investments."
- - Permission for parties to update certain schedules to the Loan Agreement and
certain other loan documents.
The Loan Agreement, as amended by the Second Amendment, continues to provide for
(i) the guaranty by certain of the Registrant's subsidiaries, (ii) customary
events of default which could result in an acceleration of all amounts payable
thereunder and (iii) additional customary mandatory prepayment provisions in
certain circumstances and under certain conditions.
A copy of the Second Amendment is filed as Exhibit 10.44.2 to this report and is
incorporated herein by reference. A copy of the Loan Agreement was filed as
Exhibit 10.44 to the Registrant's Current Report on Form 8-K filed with the
Commission on March 4, 2005, and a copy of the First Amendment to Amended and
Restated Loan Agreement (the "First Amendment") dated as of April 18, 2005 was
filed as Exhibit 10.44.1 to the Registrant's Current Report on Form 8-K filed
with the Commission on April 18, 2005, both of which are incorporated herein by
reference. The descriptions of the foregoing transactions are qualified in their
entirety by reference to such exhibits.
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information provided in Item 1.01 above relating to the First Amendment to
Amended and Restated Loan Agreement is incorporated herein by reference.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.44.2
Second Amendment to Amended and Restated Loan Agreement dated as
of October 31, 2006 by and among Source Interlink Companies,
Inc., its subsidiaries, Wells Fargo Foothill, Inc., as arranger,
administrative agent and collateral agent, and Wachovia Bank,
N.A., as documentation agent.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 21, 2006
SOURCE INTERLINK COMPANIES, INC.
By: /s/ Marc Fierman
----------------------------------
Marc Fierman
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
10.44.2 Second Amendment to Amended and Restated Loan Agreement dated as
of October 31, 2006 by and among Source Interlink Companies,
Inc., its subsidiaries, Wells Fargo Foothill, Inc., as arranger,
administrative agent and collateral agent, and Wachovia Bank,
N.A., as documentation agent.