EFTA01382660.pdf

S-I/A Table of Controls Capital transaction midi parent, net. FDH contributed $2.5 billion to us as a capital contribution and the funds were used to repay certain trenches of our debt. Payments to FDH for cash dividends totaled $686 million, $28 million. and $7 million for 2014, 2013, and 2012. respectively. Letters, lines of credit, and other Total Available (a) Total Outstanding As ofJunt 30, As or December 31, As ofJunt 30. As or December 314 (In millions) 2015 2014 2015 2014 Letters of credit (b) $ 250 S 500 $ 41 $ 43 Lines of credit and other (c) 302 349 28 68 (a) Total available without giving effect to amounts outstanding. (b) Outstanding letters of credit are held in connection with lease arrangements. bankcard association agreements and other security agreements. The largest amount of letters of credit outstanding was approximately. $42 million during the six months ended June 30, 2015. All letters of credit expire on or prior to March 31, 2016 with a one-year renewal option. We expect to renew most of the letters of credit prior to expiration. (c) As of June 30. 2015, represents $277 million of committed lines of credit as well as certain uncommitted lines of credit and other agreements that are available in various currencies to fund settlement and other activity. We cannot use these lines of credit for general corporate purposes. Certain of these arrangements are uncommitted but, as of the dates presented. we had borrowings outstanding against them. In the event one or more of the aforementioned lines of credit becomes unavailable, we will utilize our existing cash, cash flows from operating activities, or our senior secured revolving credit facility to meet our liquidity needs. Guarantees and covenants All obligations under the senior secured revolving credit facility and senior secured term loan facility are unconditionally guaranteed by most of our existing and future, direct and indirect, wholly owned, material domestic subsidiaries. The senior secured facilities contain a number of covenants that, among other things. restrict our ability to incur additional indebtedness; create liens; enter into sale-leaseback transactions; engage in mergers or consolidations: sell or transfer assets; pay dividends and distributions or repurchase our or our parent company's capital stock; make investments, loans or advances; prepay certain indebtedness: make certain acquisitions; engage in certain transactions with affiliates; amend material agiaaimits governing certain in debtedne ; and change our lines of business. The senior secured facilities also require us to not exceed a maximum senior secured leverage ratio and contain certain customary affirmative covenants and events of default, including a change of control. The senior secured term loan facility also requires mandatory prepayments based on a percentage of excess cash flow generated by us. We do not currently expect to make any such mandatory prepayments. See "Description of Indebtedness—Senior Secured Credit Facilities—Prepayments" for a description of these prepayment requirements. All obligations under the senior secured notes. senior notes, and senior subordinated notes are similarly guaranteed in accordance with their terms by each of our domestic subsidiaries that guarantee obligations under our senior secured term loan facility described above. These notes and facilities also contain a number of covenants similar to thost described for the senior secured obligations noted above. We are in compliance with all applicable covenants as of June 30, 2015 and anticipate that we will remain in compliance in future periods. Although all of the above described instruments of indebtedness contain restrictions on our ability to incur additional indebtedness. these restrictions are subject to numerous qualifications and exceptions. including the ability to incur indebtedness in connection with our settlement operations. We believe that the indebtedness 87 http://www.sengov/Archi onsfedgar/datahili3980/000119312515334479/d31022ds la.htmill 0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082106 CONFIDENTIAL SONY GM_00228290 EFTA01382660