Revolving loans under the Credit Agreement bear interest, at the Company's option, at a rate equal to either (i) the base rate plus a margin based on BMC's senior debt ratings or (ii) the LIBOR rate plus a margin based on BMC's senior debt ratings, for interest periods of 1, 2, 3 or 6 months. The base rate is defined as the highest of (i) the federal funds rate plus a margin equal to 0.50%, (ii) Bank of America, N.A.'s prime rate, and (iii) except during a period when LIBOR rates are unavailable, the LIBOR rate for a 1-month interest period plus a margin equal to 1.00%. BMC is also obligated to pay other customary closing fees, commitment fees and letter of credit fees for a credit facility of this size and type.

    Revolving loans may be borrowed, repaid and reborrowed until November 30, 2014, at which time all amounts borrowed must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three month interval in the case of loans with interest periods greater than three months) with respect to LIBOR rate loans. BMC may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of LIBOR rate loans.

    The Credit Agreement contains customary representations and warranties. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict BMC's ability to, among other things, grant liens, make investments, incur subsidiary indebtedness, merge or consolidate, enter into certain sale and lease-back transactions, and make certain payments, in each case subject to customary exceptions for a credit facility of this size and type. BMC is also required to maintain compliance with a consolidated interest coverage ratio and a consolidated leverage ratio.

    The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations not paid when due at a per annum rate equal to 2.00% above the base rate plus the then applicable margin for base rate loans.