Long-Term Debt

On October 21, 2011, we entered into a senior credit agreement, which we refer to as the credit agreement, with a syndicate of lenders led by JPMorgan Chase Bank, N.A., as administrative agent, that provided for an unsecured revolving credit facility of up to $250,000 in aggregate loan commitments with letter of credit and swing line loan sublimits of $25,000 each. On April 13, 2012, we increased the aggregate loan commitments under the credit agreement by $137,500, to a total of $387,500, by adding new lenders and increasing the commitments of several existing lenders. We may from time to time, so long as no default or event of default has occurred and is continuing, further increase the loan commitments under the credit agreement by up to $150,000 by adding new commitments or increasing the commitment of willing lenders. As of September 30, 2012 and June 30, 2012, our long-term debt outstanding was $259,314 and $229,000, respectively. The maturity date of the credit agreement is October 21, 2016.

Long-term borrowings under the facility will bear interest at LIBOR plus 1.25% to 1.50%, depending on our leverage ratio, which is the ratio of our consolidated total indebtedness to our consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”). As of September 30, 2012, the weighted-average interest rate on outstanding borrowings was 1.62%. We must also pay a commitment fee on unused balances of 0.175% to 0.225% depending on our leverage ratio.

The credit agreement contains financial and other covenants, including but not limited to (1) limitations on our incurrence of additional indebtedness and liens, the consummation of certain fundamental organizational changes or intercompany activities, investments and restricted payments including purchases of our ordinary shares or payments of dividends, and the amount of consolidated capital expenditures that we may make in each of our fiscal years ending June 30, 2012 through 2016 and (2) financial covenants calculated on a trailing twelve month basis that:


•	our consolidated leverage ratio, which is the ratio of our consolidated indebtedness () to our trailing twelve-month, or TTM, consolidated EBITDA (), will not exceed 3.5;


•	our consolidated senior leverage ratio, which is the ratio of our consolidated indebtedness that is not subordinated to our indebtedness under the credit agreement to our TTM consolidated EBITDA, will not exceed 2.75; and


•	our interest coverage ratio, which is the ratio of our TTM consolidated EBITDA to our TTM consolidated interest expense, will be at least 3.0.

As of September 30, 2012, we were in compliance with all financial covenants under the credit agreement.

(*) The definitions of EBITDA and consolidated indebtedness are maintained in the credit agreement filed as an exhibit to our Form 8-K filed on October 26, 2011.

All debt principal amounts outstanding under the credit facility as of September 30, 2012 are not due until maturity, October 21, 2016, and have been classified as long-term liabilities.