Windstream 2013 Annual Report Download - page 158

F-22
As of December 31, 2013, we had $8,707.2 million in long-term debt outstanding, including current maturities (see Note 5). As
of December 31, 2013, the amount available for borrowing under the revolving line of credit was $643.2 million, which will
expire on December 17, 2015.
As previously discussed, on January 23, 2013, Windstream Corp. amended its existing senior secured credit facilities to, among
other things, provide for the incurrence of $1,345.0 million of additional term loans, the proceeds of which were used to repay
$1,343.3 million of Tranche A2, Tranche B and Tranche B2 of the senior secured credit facility.
Effective August 8, 2012, Windstream Corp. amended and restated its existing senior secured credit facilities to, among other
things: (i) provide for the incurrence of up to $900.0 million of additional term loans, the proceeds of which were used to repay
the full outstanding balance of the credit facility revolver, without any reduction in commitments, and for general corporate
purposes; and (ii) modify certain other definitions and provisions.
Effective February 23, 2012, Windstream Corp. refinanced $150.4 million of Tranche A2 of its senior secured credit facility to
Tranche A3 and extended the maturity to December 30, 2016. In addition, Windstream Corp. incurred new borrowings of
$280.0 million under Tranche A3 of its senior secured credit facility, which will also be due December 30, 2016. The proceeds
from these borrowings were used to partially repay the credit facility revolver, without any reduction in commitments.
Additionally, the restatement extended the maturity of certain existing term loans and provided for the ability to refinance and
extend the maturity of any term loan or revolving loan with the consent of the affected lenders, modify certain other definitions
and provisions and increase secured debt capacity to 2.25 times adjusted operating income before depreciation and amortization
("adjusted OIBDA"), as defined per the credit facility.
As of December 31, 2013, Windstream Corp. had approximately $1,282.0 million of restricted payment capacity as governed
by its credit facility, which limits the amount of dividends Windstream Corp. may distribute to Windstream Holdings for
payment of dividends to Windstream Holdings shareholders. Windstream Corp. builds additional capacity through cash
generated from operations while dividend payments, and other certain restricted investments reduce the available restricted
payments capacity. Windstream Corp. will continue to consider free cash flow accretive initiatives, including strategic
opportunities and debt repurchases.
Debt Covenants and Amendments
The terms of the credit facility and indentures issued by Windstream Corp. include customary covenants that, among other
things, require Windstream Corp. to maintain certain financial ratios and restrict its ability to incur additional indebtedness.
These financial ratios include a maximum leverage ratio of 4.5 to 1.0 and a minimum interest coverage ratio of 2.75 to 1.0. The
terms of the indentures assumed in connection with the acquisition of PAETEC, include restrictions on the ability of the
subsidiary to incur additional indebtedness, including a maximum leverage ratio with the most restrictive being 4.75 to 1.0.
Certain of Windstream Corp. debt agreements contain various covenants and restrictions specific to the subsidiary that is the
legal counterparty to the agreement. Under our long-term debt agreements, acceleration of principal payments would occur
upon payment default, violation of debt covenants not cured within 30 days, a change in control including a person or group
obtaining 50 percent or more of Windstream Corp. outstanding voting stock, or breach of certain other conditions set forth in
the borrowing agreements. At December 31, 2013, Windstream Corp. was in compliance with all such covenants and
restrictions.