Debt

9 Months Ended

Sep. 30, 2011

Note 9 – Debt

	September 30, 2011		December 31, 2010

Revolving credit facility	$	2,362	$	4,485

Related party debt		92		—
		2,454		4,485
Less current portion		2,454		4,485
Long-term debt, less current portion	$	—	$	—

Revolving credit facility

Counsel RB has a revolving credit facility (the “Credit Facility”) with a U.S. bank under the terms and provisions of a certain Loan and Security Agreement, dated as of June 2, 2009 (the “Loan Agreement”) and most recently amended as of March 1, 2011, in order to finance the acquisition of eligible property and equipment for purposes of resale. The Credit Facility bears interest at the greater of prime rate + 1.0% or 4.5%, and the maximum borrowing available under the Credit Facility is US $10,000, subject to Counsel RB maintaining a 1:2 ratio of capital funds, i.e. the sum of Counsel RB’s tangible net worth plus subordinated indebtedness, as defined in the Loan Agreement, to the outstanding balance. The amount of any advance is determined based upon the value of the eligible assets being acquired, which serve as collateral. Effective March 1, 2011, a monthly fee is payable with respect to unused borrowing (“Unused Line Fee”). The Unused Line Fee is equal to the product of 0.50% per annum multiplied by the difference between $10,000 and the average loan amount outstanding during the month. The Credit Facility also contains other terms and provisions customary for agreements of this nature, and has been guaranteed by both the Company and Counsel. At September 30, 2011 and December 31, 2010 the Company was in compliance with all covenants of the Facility.

Debt payable to a related party

During the first nine months of 2011, Counsel made net advances of $484 to the Company under an existing demand loan facility (the “Counsel Loan”) that bears interest at 10%. The primary reason for the advances was to fund the Company’s head office operations. At December 31, 2010 the balance of the Counsel Loan, including accrued interest, was $0, as the Company had advanced net $392 to Counsel. For further discussion of the related party debt and other transactions with Counsel, see Note 12.