DEBT

Domestically, as of August 28, 2011, the Company maintained a $100,000,000 revolving credit facility with six banks (the “Revolver”). At August 28, 2011, $17,052,000 of the Revolver was utilized for standby letters of credit; therefore, $82,948,000 was available. Under the Revolver, the Company may, at its option, borrow at floating interest rates (at a rate of LIBOR plus a spread ranging from 2.75% to 3.75% based on the Company's financial condition and performance) or utilize for letters of credit, at any time until August 28, 2012, when all borrowings under the Revolver must be repaid and letters of credit canceled.

Foreign subsidiaries also maintain short-term, unsecured revolving credit facilities with banks. Foreign subsidiaries may borrow in various currencies, at interest rates based upon specified margins over money market rates. Existing foreign credit facilities permit borrowings up to $34,771,000. At August 28, 2011, $121,000 was borrowed under these facilities.

The Company's long-term debt consisted of the following:



(In thousands)	August 28, 2011			November 30, 2010
Fixed-rate notes, at 4.25%, payable in Singapore dollars, in annual principal installments of $8,471	$	16,942		$	15,448
Variable-rate industrial development bonds:
Payable in 2016 (.40% at August 28, 2011)	7,200			7,200
Payable in 2021 (.40% at August 28, 2011)	8,500			8,500
	32,642			31,148
Less current portion	(8,471		)	(7,724		)
	$	24,171		$	23,424

The Company's lending agreements contain various restrictive covenants, including the requirement to maintain specified amounts of net worth and restrictions on cash dividends, borrowings, liens, investments, capital expenditures, guarantees, and financial covenants. The Company is required to maintain consolidated net worth of $375,500,000 plus 50% of net income and 75% of proceeds from any equity issued after November 30, 2008. The Company's consolidated net worth exceeded the covenant amount by $123,982,000 as of August 28, 2011. The Company is required to maintain a consolidated leverage ratio of consolidated funded indebtedness to earnings before interest, taxes, depreciation and amortization ("EBITDA") of no more than 2.0 times. At August 28, 2011, the Company maintained a consolidated leverage ratio of 1.12 times EBITDA. Lending agreements require that the Company maintain qualified consolidated tangible assets at least equal to the outstanding secured funded indebtedness. At August 28, 2011, qualifying tangible assets equaled 5.78 times funded indebtedness. Under the most restrictive fixed charge coverage ratio, the sum of EBITDA and rental expense less certain cash taxes must be at least a minimum amount times the sum of interest expense, rental expense, dividends and scheduled funded debt payments. The minimum fixed charge coverage ratio is 1.10 only through August 28, 2011, 1.35 only for the year ended November 30, 2011 and 1.50 thereafter. At August 28, 2011, the Company maintained such a fixed charge coverage ratio of .91 times. The Merger Agreement prohibits the repurchase of Company Stock or the declaration of dividends in excess of $.30 per share of Common Stock per quarter. Under the provisions of the Company's lending agreements, sufficient retained earnings were not restricted, at August 28, 2011, to permit the Company to declare the maximum dividends permitted under the Merger Agreement. On September 30, 2011, the Company and its lenders entered into a consent and amendment to the Revolver (the "Tenth Amendment") to waive the minimum fixed charge coverage requirement through November 30, 2011. The Tenth Amendment also permanently reduced the maximum consolidated leverage ratio from 2.5 to 2.0 times EBITDA. With the Tenth Amendment, at August 28, 2011, the Company was in compliance with all financial covenants.

The Revolver and the 4.25% term notes are collateralized by substantially all of the Company's assets. The industrial development bonds are supported by standby letters of credit that are issued under the Revolver. The Revolver expires August 28, 2012, at which time all letters of credit issued under the Revolver must be cancelled. After the expiration of the Revolver, substitute letters of credit or cash collateral may be required to support the industrial development bonds. The interest rate on the industrial development bonds is based on the Securities Industry and Financial Markets Association (“SIFMA”) index plus a spread of approximately .20%. Certain note agreements contain provisions regarding the Company's ability to grant security interests or liens in association with other debt instruments. If the Company grants such a security interest or lien, then such notes will be collateralized equally and ratably as long as such other debt shall be collateralized.

Estimated fair value of the Company's debt is prepared in accordance with the FASB's fair value disclosure requirements. These requirements establish an enhanced framework for measuring the fair value of financial instruments including a disclosure hierarchy based on the inputs used to measure fair value. The estimated fair value amounts were determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required to develop the estimated fair value, thus the estimates provided herein are not necessarily indicative of the amounts that could be realized in a current market exchange.



(In thousands)	Carrying Amount		Fair Value
August 28, 2011
Fixed-rate, long-term debt	$	16,942	$	17,438
Variable-rate, long-term debt	15,700		15,700

November 30, 2010
Fixed-rate, long-term debt	$	15,448	$	16,445
Variable-rate, long-term debt	15,700		15,700

The Company uses a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality and risk profile to determine fair value. The estimated fair value of the Company's fixed-rate, long-term debt is based on U.S. government notes at the respective date plus an estimated spread for similar securities with similar credit risks and remaining maturities.