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NOTES PAYABLE | 3 Months Ended
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Jun. 30, 2013
Debt Disclosure [Abstract] |
NOTES PAYABLE | NOTES PAYABLE Notes payable consisted of the following:
|  | As of June 30, 2013 |  | As of March 31, 2013
Notes Payable |  | Current Portion |  | Long Term Portion |  | Current Portion |  | Long Term Portion
2013 Term Loans, net of debt discount |  | $ | 26,250 |  |  | $ | 89,674 |  |  | $ | 26,250 |  |  | $ | 96,207 |
2013 Prospect Loan Agreement |  | — |  |  | 70,595 |  |  | — |  |  | 70,151 |
KBC Facilities |  | 8,059 |  |  | 34,189 |  |  | 8,059 |  |  | 36,205 |
P2 Vendor Note |  | 91 |  |  | 534 |  |  | 74 |  |  | 569 |
P2 Exhibitor Notes |  | 66 |  |  | 313 |  |  | 64 |  |  | 330 |
Total non-recourse notes payable |  | $ | 34,466 |  |  | $ | 195,305 |  |  | $ | 34,447 |  |  | $ | 203,462 |
Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse with respect to defaults by the Company is limited to the value of the asset collateralized by the debt. The 2013 Term Loans are not guaranteed by the Company or its other subsidiaries, other than Phase 1 DC. The 2013 Prospect Loan Agreement is not guaranteed by the Company or its other subsidiaries and the service fees of Phase 1 DC and Phase 2 DC were assigned by the Company to DC Holdings LLC. The KBC Facilities, the P2 Vendor Note and the P2 Exhibitor Notes are not guaranteed by the Company or its other subsidiaries, other than Phase 2 DC. On February 28, 2013, CDF I entered into an amended and restated credit agreement (the “2013 Credit Agreement”) with Société Générale, New York Branch, as administrative agent and collateral agent for the lenders party thereto and certain other secured parties (the “Collateral Agent”), and the lenders party thereto. The 2013 Credit Agreement amended and restated the 2010 Credit Agreement. The primary changes effected by the Amended and Restated Credit Agreement were (i) changing the aggregate principal amount of the term loans to $130,000, which included an assignment of $5,000 of the principal balance to an affiliate of CDF I, (ii) changing the interest rate (described further below) and (iii) extending the term of the credit facility to February 2018. The proceeds of the term loans ("2013 Term Loans") under the 2013 Credit Agreement were used by CDF I to refinance the 2010 Credit Agreement. Under the 2013 Credit Agreement, each of the 2013 Term loans bears interest, at the option of CDF I and subject to certain conditions, based on the base rate (generally, the bank prime rate) or the LIBOR rate set at a minimum of 1.00%, plus a margin of 1.75% (in the case of base rate loans) or, 2.75% (in the case of LIBOR rate loans). All collections and revenues of CDF I are deposited into designated accounts, from which amounts are paid out on a monthly basis to pay certain operating expenses and principal, interest, fees, costs and expenses relating to the 2013 Credit Agreement according to certain designated priorities. On a quarterly basis, if funds remain after the payment of all such amounts, they will be applied to prepay the 2013 Term Loans. The 2013 Term Loans mature and must be paid in full by February 28, 2018. In addition, CDF I may prepay the 2013 Term Loans, in whole or in part, subject to paying certain breakage costs, if applicable, and a 1.0% prepayment premium if a prepayment is made during the first year of the 2013 Term Loans. The 2013 Credit Agreement also requires each of CDF I’s existing and future direct and indirect domestic subsidiaries (the "Guarantors") to guarantee, under an Amended and Restated Guaranty and Security Agreement dated as of February 28, 2013 by and among CDF I, the Guarantors and the Collateral Agent (the “Guaranty and Security Agreement”), the obligations under the 2013 Credit Agreement, and all such obligations to be secured by a first priority perfected security interest in all of the collective assets of CDF I and the Guarantors, including real estate owned or leased, and all capital stock or other equity interests in C/AIX, the direct holder of CDF I’s equity, CDF I and CDF I’s subsidiaries. In connection with the 2013 Credit Agreement, AccessDM, a wholly-owned subsidiary of the Company and the direct parent of C/AIX, entered into an amended and restated pledge agreement dated as of February 28, 2013 (the “AccessDM Pledge Agreement”) in favor of the Collateral Agent pursuant to which AccessDM pledged to the Collateral Agent all of the outstanding shares of common stock of C/AIX, and C/AIX entered into an amended and restated pledge agreement dated as of February 28, 2013 (the “C/AIX Pledge Agreement”) in favor of the Collateral Agent pursuant to which C/AIX pledged to the Collateral Agent all of the outstanding membership interests of CDF I. The 2013 Credit Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default. All collections and revenues of CDF I are deposited into designated accounts. These amounts are included in cash and cash equivalents in the consolidated balance sheets and are only available to pay certain operating expenses, principal, interest, fees, costs and expenses relating to the 2013 Credit Agreement, according to certain designated priorities, which totaled $4,676 and $6,787 as of June 30, 2013 and March 31, 2013, respectively. The Company also set up a debt service fund under the 2013 Credit Agreement for future principal and interest payments, classified as restricted cash of $6,753 and $6,751 as of June 30, 2013 and March 31, 2013, respectively. The balance of the 2013 Term Loans, net of the original issue discount, was as follows:
| As of June 30, 2013 |  | As of March 31, 2013
2013 Term Loans, at issuance, net | $ | 125,087 |  |  | $ | 125,087 |
Payments to date | (8,837 | ) |  | (2,275 | )
Discount on 2013 Term Loans | (326 | ) |  | (355 | )
2013 Term Loans, net | 115,924 |  |  | 122,457 |
Less current portion | (26,250 | ) |  | (26,250 | )
Total long term portion | $ | 89,674 |  |  | $ | 96,207 |
On February 28, 2013, DC Holdings LLC, AccessDM and Phase 2 DC entered into a term loan agreement (the “2013 Prospect Loan Agreement”) with Prospect Capital Corporation (“Prospect”), as administrative agent (the “Prospect Administrative Agent”) and collateral agent (the “Prospect Collateral Agent”) for the lenders party thereto, and the other lenders party thereto pursuant to which DC Holdings LLC borrowed 70,000 (the “2013 Prospect Loan”). The 2013 Prospect Loan, as subsequently amended, will bear interest annually in cash at LIBOR plus 9.00% (with a 2.00% LIBOR floor) and at 2.50% to be accrued as an increase in the aggregate principal amount of the 2013 Prospect Loan until the 2013 Credit Agreement is paid off, at which time all interest will be payable in cash. The 2013 Prospect Loan matures on March 31, 2021. The 2013 Prospect Loan may be accelerated upon a change in control (as defined in the Term Loan Agreement) or other events of default as set forth therein and would be subject to mandatory acceleration upon an insolvency of DC Holdings LLC. The 2013 Prospect Loan is payable on a voluntary basis after the second anniversary of the initial borrowing in whole but not in part, subject to a prepayment penalty equal to 5.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after the second anniversary but prior to the third anniversary of issuance, a prepayment penalty of 4.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such third anniversary but prior to the fourth anniversary of issuance, a prepayment penalty of 3.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such fourth anniversary but prior to the fifth anniversary of issuance, a prepayment penalty of 2.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such fifth anniversary but prior to the sixth anniversary of issuance, a prepayment penalty of 1.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such sixth anniversary but prior to the seventh anniversary of issuance, and without penalty if the 2013 Prospect Loan is prepaid thereafter, plus cash in an amount equal to the accrued and unpaid interest amount with respect to the principal amount through and including the prepayment date. In connection with the 2013 Prospect Loan, the Company assigned to DC Holdings LLC its rights to receive servicing fees under the Company’s Phase I and Phase II deployments. Pursuant to a Limited Recourse Pledge Agreement (the “Limited Recourse Pledge”) executed by the Company and a Guaranty, Pledge and Security Agreement (the “Prospect Guaranty and Security Agreement”) among DC Holdings LLC, AccessDM, Phase 2 DC and Prospect, as Prospect Collateral Agent, the Prospect Loan is secured by, among other things, a first priority pledge of the stock of Holdings owned by the Company, the stock of AccessDM owned by DC Holdings LLC and the stock of Phase 2 DC owned by the Company, and guaranteed by AccessDM and Phase 2 DC. The Company provides limited financial support to the 2013 Prospect Loan not to exceed $1,500 per year in the event financial performance does not meet certain defined benchmarks. The 2013 Prospect Loan Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The balance of the 2013 Prospect Loan Agreement at June 30, 2013 was as follows:
| As of June 30, 2013 |  | As of March 31, 2013
2013 Prospect Loan Agreement, at issuance | $ | 70,000 |  |  | $ | 70,000 |
PIK Interest | 595 |  |  | 151 |
2013 Prospect Loan Agreement, net | 70,595 |  |  | 70,151 |
Less current portion | — |  |  | — |
Total long term portion | $ | 70,595 |  |  | $ | 70,151 |
CREDIT FACILITIES In December 2008, Phase 2 B/AIX, a direct wholly-owned subsidiary of Phase 2 DC and an indirect wholly-owned subsidiary of the Company, began entering into multiple credit facilities to fund the purchase of Systems from Barco, Inc. to be installed in movie theatres as part of the Company’s Phase II Deployment. A summary of the credit facilities is as follows:
|  |  |  |  |  |  |  | Outstanding Principal Balance
Facility 1 |  | Credit Facility |  | Interest Rate 2 |  | Maturity Date |  | As of June 30, 2013 |  | As of March 31, 2013
1 |  |  | $ | 8,900 |  |  | 8.5 | % |  | December 2016 |  | $ | — |  |  | $ | — |
2 |  |  | 2,890 |  |  | 3.75 | % |  | December 2017 |  | 1,858 |  |  | 1,961 |
3 |  |  | 22,336 |  |  | 3.75 | % |  | September 2018 |  | 15,954 |  |  | 16,752 |
4 |  |  | 13,312 |  |  | 3.75 | % |  | September 2018 |  | 9,984 |  |  | 10,459 |
5 |  |  | 11,425 |  |  | 3.75 | % |  | March 2019 |  | 9,385 |  |  | 9,794 |
6 |  |  | 6,450 |  |  | 3.75 | % |  | December 2018 |  | 5,067 |  |  | 5,298 |
|  | $ | 65,313 |  |  |  |  |  |  | $ | 42,248 |  |  | $ | 44,264 |
1 For each facility, principal is to be repaid in twenty-eight quarterly installments. 2 The interest rate for facilities 2 through 6 are the three month LIBOR, plus the interest rate noted above. At June 30, 2013, the Company was in compliance with all of its debt covenants.

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- Definition The entire disclosure for debt and capital lease obligations can be reported. Information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Also includes descriptions and amounts of capital leasing arrangements that consist of direct financing, sales type and leveraged leases. Disclosure may include the effect on the balance sheet and the income statement resulting from a change in lease classification for leases that at inception would have been classified differently had guidance been in effect at the inception of the original lease. + References No definition available. + Details
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