On we entered into a Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, the Sole Lead Arranger and the Sole Book Runner, and the financial institutions named therein as Lenders, which are Wells Fargo, PNC Bank, National Association and Regions Bank. Our subsidiaries M.J. Soffe, LLC, Culver City Clothing Company (f/k/a Junkfood Clothing Company), Salt Life, LLC, and LLC (f/k/a Art Gun, LLC) (collectively, the "Borrowers"), are co-borrowers under the Amended Credit Agreement.

 

On the Borrowers entered into a First Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set forth therein (the “First Amendment”). The First Amendment amended the definition of Fixed Charge Coverage Ratio within the Amended Credit Agreement to permit up to million of the proceeds received from the sale of certain assets of the Junkfood business to be used towards share repurchases for up to year from the date of that transaction. In addition, the definition of Permitted Purchase Money Indebteed to extend the time period within which the Borrowers enter into capital leases and to increase the aggregate principal amount of such leases into which the Borrowers enter to up to million. The definition of Permitted Investmentsalso amended to permit the Borrowers to make investments in entities that are a party to the Amended Credit Agreement in an aggregate amount of up to million. The First Amendment al he change in the name of our Junkfood Clothing Company subsidiary to Culver City Clothing Company. There were changes to the Amended Credit Agreement related to interest rate, borrowing capacity, or maturity.

 

On the Borrowers entered into a Consent and Second Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set forth therein (the “Second Amendment”). Pursuant to the Second Amendment, Wells Fargo and the other lenders set forth therein consented to Art Gun, LLC’s acquisition of substantially all of the assets of TeeShirt Ink Inc. d/b/a The Second Amendment also: (i) revised certain provisions in the Amended Credit Agreement relating to our ability to pay cash dividends or distributions to shareholders or to repurchase shares of our common stock so that the effects of the Tax Cuts and Jobs Act of negatively impact our ability to make such dividends or distributions or to repurchase shares of our common stock during our fiscal year; (ii) amended the definition of Permitted Investments in the Amended Credit Agreement to allow investments in the Honduras partnership (as defined in the Amended Credit Agreement) in an aggregate original principal amount to exceed million; (iii) amended the definition of Permitted Purchase Money Indebtedness in the Amended Credit Agreement to increase the aggregate principal amount of capital leases into which we enter to up to million; (iv) permitted the name change of Art Gun, LLC to LLC; and (v) added new definitions relating to the acquisition. There were changes to the Amended Credit Agreement related to interest rate, borrowing capacity, or maturity.

 

On the Borrowers entered into a Consent and Third Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set forth therein (the "Third Amendment"). Pursuant to the Third Amendment, the Lenders consented to acquisition of substantially all of the assets of SSI. The Third Amendment also: (i) amended the existing loan agreement, including various definitions therein, to add a -in last-out "FILO" borrowing component and (ii) amended the existing loan agreement, including various definitions therein, to address the potential unavailability or discontinuance of the use of LIBOR rates and updated certain provisions regarding compliance with denied party, sanctioned entity, anti-corruption and anti-money laundering and related laws and regulations and other items.

 

The Amended Credit Agreement allows us to borrow up to million (subject to borrowing base limitations), including a maximum of million in letters of credit. Provided that event of default exists, we have the option to increase the maximum credit to million (subject to borrowing base limitations), conditioned upon the Administrative Agent's ability to secure additional commitments and customary closing conditions. The credit facility matures on

 

As of , there was  million outstanding under our U.S. revolving credit facility at an average interest rate of and additional borrowing availability of  million. This credit facility includes a financial covenant requiring that if the amount of availability falls below the threshold amounts set forth in the Amended Credit Agreement, our Fixed Charge Coverage Ratio (“FCCR”) (as defined in the Amended Credit Agreement) for the preceding -month period must be less than to We were subject to the FCCR covenant at , because our availability was above the minimum required under the Amended Credit Agreement, but we would have satisfied our financial covenant had we been subject to it. At , there was million and million, respectively, of retained earnings free of restrictions to make cash dividends or stock repurchases.

 

The Amended Credit Agreement contains a subjective acceleration clause and a “springing” lockbox arrangement (as defined in FASB Codification ("ASC )) whereby remittances from customers will be forwarded to our general bank account and will reduce the outstanding debt until and unless a specified event or an event of default occurs. Pursuant to ASC we classify borrowings under the Amended Credit Agreement as long-term debt.

 

In we acquired Salt Life and issued promissory notes in the aggregate principal amount of million, which included a -time installment of million that was due and paid as required on and quarterly installments commencing on with the final installment due on The promissory notes are -interest notes and state that interest will be imputed as required under Section of the Internal Revenue Code. We imputed interest at on the promissory note that matured on and was paid in full as required. We impute interest at on the promissory note that matured on At , the discounted value of the promissory note outstanding was million.

 

On we acquired substantially all of the assets of Silk Screen Ink, Ltd. d/b/a SSI Digital Print Services.  See Note-D Acquisitions for more information on this transaction. In conjunction with the acquisition, we issued a promissory note in the principal amount of million. The promissory note bears interest at with quarterly installments beginning with the final installment due As of , there was  million outstanding on the promissory note.

 

Since we have entered into term loans and a revolving credit facility with Banco Ficohsa, a Honduran bank, to finance both the operations and capital expansion of our Honduran facilities. Each of these loans is secured by a -priority lien on the assets of our Honduran operations and is guaranteed by our U.S. entities. These loans are denominated in U.S. dollars and the carrying value of the debt approximates its fair value. The revolving credit facility requires minimum payments during each -month period of the -month term; however, the loan agreement permits additional drawdowns to the extent payments are made and certain objective covenants are met. The current revolving Honduran debt, by its nature, is long-term, as it requires scheduled payments each months. However, as the loan permits us to re-borrow funds up to the amount repaid, subject to certain covenants, and we intend to re-borrow funds, subject to those covenants, the amounts have been classified as long-term debt.

 

Additional information about these loans and the outstanding balances as of , is as follows (in thousands):

 

		June 29,
		2019
Revolving credit facility established March 2011, interest at 6.2% expiring August 2020		$	4,984
Term loan established November 2014, interest at 6.0%, payable monthly with a six-year term			950
Term loan established June 2016, interest at 6.0%, payable monthly with a six-year term			849
Term loan established October 2017, interest at 6.0%, payable monthly with a six-year term			2,219