3.  Credit Facility 

 

On February 8, 2013, J. C. Penney Company, Inc., JCP and J. C. Penney Purchasing Corporation (Purchasing) entered into an amended and restated revolving credit agreement in the amount up to $1,850 million (2013 Credit Facility), which replaces the Company’s prior credit agreement entered into in January 2012, with largely the same syndicate of lenders under the previous agreement, with JPMorgan Chase Bank, N.A., as administrative agent. The 2013 Credit Facility matures on April 29, 2016, increases the letter of credit sublimit to $750 million from $500 million and provides an accordion feature that could potentially increase the size of the facility by an additional amount not to exceed $400 million.

  

The 2013 Credit Facility is an asset-based revolving credit facility and is secured by a perfected first-priority security interest in substantially all of our eligible credit card receivables, accounts receivable and inventory.  The 2013 Credit Facility is available for general corporate purposes, including the issuance of letters of credit.  Pricing under the 2013 Credit Facility is tiered based on JCP’s senior unsecured long-term credit ratings issued by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services.  JCP’s obligations under the 2013 Credit Facility are guaranteed by J. C. Penney Company, Inc.

  

Availability under the 2013 Credit Facility is limited to a borrowing base which allows us to borrow up to 85% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 85% of the liquidation value of our inventory, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value.  In the event that availability under the 2013 Credit Facility is at any time less than the greater of (1) $125 million or (2) 10% of the lesser of the total facility or the borrowing base then in effect, for a period of at least 30 days, the Company will be subject to a fixed charge coverage ratio covenant of 1.0 to 1.0 which is calculated as of the last day of the quarter and measured on a trailing four-quarter basis.  As of the end of the first quarter, our fixed charge coverage ratio was below 1.0 to 1.0.    

  

On April 12, 2013, we borrowed $850 million under the 2013 Credit Facility.  The borrowing bears interest at a base rate (as defined in the 2013 Credit Facility) plus a spread of 2.0% per annum and has a maturity date of April 4, 2014.  As of the end of the first quarter of 2013, all of the borrowing remains outstanding and currently bears an interest rate of 5.25% per annum.  As of the end of the first quarter of 2013, we had $469 million in standby and import letters of credit outstanding under the 2013 Credit Facility, the majority of which are standby letters of credit that support workers’ compensation and our merchandise initiatives.  None of the standby or import letters of credit have been drawn on.  The applicable rate for standby and import letters of credit was 3.00% and 1.50%, respectively, while the required commitment fee was 0.50% for the unused portion of the 2013 Credit Facility.  As of the end of the first quarter of 2013, we had $526 million available for borrowing under the 2013 Credit Facility subject to limitations of the fixed charge coverage ratio.