1. Amendments to Loan Agreement .
(a) The following definition of “ Permitted Buybacks ” is hereby added to Section 1.2 of the Loan Agreement in the appropriate alphabetical sequence:
“ Permitted Buybacks ” means, so long as no Default or Event of Default has occurred and is continuing or would occur and the representations and warranties of Borrowers set forth in Section 5.8(a) of this Agreement are true in correct in all respective, in each case, after giving effect to such purchases,
redemptions and/or other retirements, purchases, redemptions and/or other retirements of Equity Interests of the Borrowers; provided , that , the amount of Revolving Advances used for such purchases, redemptions and/or other retirements does not exceed $28,000,000.
(b) Section 7.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:
“ Dividends . Declare, pay or make any dividend or distribution on any Equity Interests of any Borrower (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any Equity Interest of any Borrower, in each case, other than Permitted Distributions and Permitted Buybacks.”
Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig
Item 1.01. Entry into a Material Definitive Agreement
On January 25, 2013, Skullcandy, Inc. (the "Company") and AG Acquisition Corporation (together with the Company, the "Borrowers") entered into an Third Amendment to Revolving Credit and Security Agreement (the "Amendment"), with the financial institutions thereto (the "Lenders"), UPS Capital Corporation, as foreign collateral agent for the Lenders and PNC Bank, National Association, as administrative agent for the Lenders. The Amendment amended that certain Revolving Credit and Security Agreement, dated August 31, 2010, as amended on October 25, 2011, by that certain First Amendment and Waiver to Revolving Credit and Security Agreement, as further amended by that certain Amendment to Revolving Credit and Security Agreement, dated March 6, 2012, between the parties thereto. The Amendment allows for the Company to buy back up to $28.0 million of its outstanding common stock.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Exhibits.
10.1 Third Amendment to Revolving Credit and Security Agreement, dated January
25, 2013, by and among Skullcandy, Inc., AG Acquisition Corporation, the
financial institutions thereto, UPS Capital Corporation and PNC Bank,