Credit Agreement

12 Months Ended

Dec. 31, 2018

11. CREDIT AGREEMENT

On December 27, 2018, the Company; its wholly-owned subsidiary, CEC Educational Services, LLC; and the subsidiary guarantors thereunder, entered into a credit agreement with BMO Harris Bank N.A. (“BMO Harris”), in its capacities as the sole lender, the letter of credit issuer thereunder and the administrative agent for the lenders which from time to time may be parties to the credit agreement. The credit agreement provides the Company with the benefit of a $50.0 million revolving credit facility and is scheduled to mature on January 20, 2022. The credit agreement requires that interest is payable at the end of each respective interest period or monthly in arrears, fees are payable quarterly in arrears and principal is payable at maturity. Any borrowings bear interest at fluctuating interest rates based on either the base rate or the London Interbank Offered Rate (“LIBOR”), plus the applicable rate based on the type of loan.

We may prepay amounts outstanding, or terminate or reduce the commitments, under the credit agreement upon three or five business days’ prior notice, respectively, in each case without premium or penalty. The credit agreement contains customary affirmative, negative and financial maintenance covenants, including a requirement to maintain a balance of cash, cash equivalents and marketable securities in our domestic accounts of at least $50.0 million at all times. The loans and letter of credit obligations under the credit agreement are required to be 100% secured with cash and marketable securities deposited with the bank. The agreement also contains customary representations and warranties, events of default, and rights and remedies upon the occurrence of any event of default, including rights to accelerate the loans, terminate the commitments and rights to realize upon the collateral securing the obligations under the credit agreement.

As of December 31, 2018, there were no outstanding borrowings under the revolving credit facility.

Selected details of our applicable credit agreement as of and for the years ended December 31, 2018 and 2017 were as follows (dollars in thousands):

	As of December 31,
	2018			2017 ⁽¹⁾
Credit Agreements:
Credit facility remaining availability	$	47,782		$	89,930
Outstanding letters of credit ⁽²⁾⁽³⁾	$	2,218		$	5,070
Availability of additional letters of credit ⁽⁴⁾	$	22,782		$	54,930
Weighted average daily revolving credit borrowings for the year ended	$	-		$	-
Weighted average annual interest rate		0.00	%		0.00	%
Commitment fee rate		0.30	%		0.25	%
Letter of credit fee rate		1.25	%		0.75	%

________________

(1)	Amounts listed as of and for the year ended December 31, 2017 relate to our previous credit agreement.

(2)	As of December 31, 2017, $5.1 million of restricted short-term investments provided collateral for our letters of credit.

(3)

As of December 31, 2018 and 2017, outstanding letters of credit not related to the credit agreements totaled $0.3 million and $0.8 million, respectively, which amounts are fully collateralized with restricted cash, which is in addition to the $5.1 million referenced in this Note 11 as of December 31, 2017.

(4)	The letters of credit sublimit of $25.0 million and $60.0 million as of December 31, 2018 and 2017, respectively, under the credit agreements is part of, not in addition to, the $50.0 million and $95.0 million aggregate commitments as of December 31, 2018 and 2017, respectively.