16.

FINANCING AGREEMENTS

On March 22, 2012, the Company amended and restated its then-existing credit agreement in its entirety (the “Second Amended Credit Agreement”). The Second Amended Credit Agreement provided the Company with a $225,000 revolving credit facility and a $100,000 term loan facility, for a total of $325,000 in credit available to the Company. The obligations under the Second Amended Credit Agreement were to mature on March 22, 2015. The Second Amended Credit Agreement did not qualify as a debt extinguishment in accordance with ASC 470 - Debt, and all financing fees incurred were deferred and amortized through March 2015. On October 31, 2014, and October 22, 2014, respectively, the Company amended and restated the Second Amended Credit Agreement and consummated an offering of its 3.50% convertible senior notes. See Note 20 – Subsequent Events for discussion.

The Company was required to make quarterly amortization payments on the outstanding principal amount of the term loan under the Second Amended Credit Agreement with $2,500 payable on December 31, 2014, and the remaining balance of the term loan under the Second Amended Credit Agreement was to be due at maturity.

Borrowings under the Second Amended Credit Agreement bore interest at a rate equal to either (i) the British Bankers Association LIBOR (“BBA LIBOR”) Rate plus a margin ranging from 250 basis points to 325 basis points depending on the Company’s consolidated leverage ratio or (ii) the sum of (A) the highest of (1) the agent’s prime rate, (2) the sum of 0.50% plus the overnight federal funds rate on such day or (3) the BBA LIBOR plus 1.0%, and (B) a margin ranging from 150 basis points to 225 basis points depending on the Company’s consolidated leverage ratio. In addition, the Company was required to pay the following fees: (i) a fee on all outstanding amounts of letters of credit at a rate per annum ranging from 250 basis points to 325 basis points (depending on the consolidated leverage ratio); and (ii) a commitment fee on the unused portion of the revolving credit facility at a rate per annum ranging from 35 basis points to 50 basis (depending on the consolidated leverage ratio). The Company was permitted to repay outstanding borrowings at any time during the term of the Second Amended Credit Agreement without any prepayment penalty.

The Second Amended Credit Agreement contained financial covenants requiring the Company to maintain: (i) a consolidated leverage ratio of no more than 3.00 to 1.00; and (ii) an interest charge coverage ratio of at least 3.00 to 1.00. The Second Amended Credit Agreement also contained various other negative covenants, including restrictions on incurring indebtedness, creating liens, mergers, dispositions of property, dividends and stock repurchases, acquisitions and other investments and entering into new lines of business. The Second Amended Credit Agreement also contained various affirmative covenants, including covenants relating to the delivery of financial statements and other financial information, maintenance of property, maintenance of insurance, maintenance of books and records and compliance with environmental laws. As of September 30, 2014, the Company was in full compliance with its covenants.

At September 30, 2014, the utilized portion of this credit facility was $82,500 in borrowings on the term loan facility, $118,100 of borrowings on the revolving credit facility, and $309 in outstanding letters of credit. This credit facility was due to mature on March 22, 2015. As of September 30, 2014, based on the maximum allowed consolidated leverage, $86,775 of the Company’s revolving credit facility was available ($80,451 after consideration of the refinance of the Second Amended Credit Agreement in October 2014. See Note 20 – Subsequent Events for further information). At September 30, 2014, the one month BBA LIBOR rate, the agent’s prime rate, and the overnight federal funds rate were 0.15%, 3.25% and 0.07%, respectively. As of September 30, 2014, the Company predominantly used the one month BBA LIBOR rate for the interest rate on these borrowings with an interest rate of 3.16%.

On October 31, 2014, and October 22, 2014, respectively, the Company amended and restated the Second Amended Credit Agreement by entering into the Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”) and consummated an offering of its 3.50% convertible senior notes due 2019. Consistent with the terms of maturity of the new debt, $10,000 of the $200,600 of borrowings are classified as current portion of long-term debt on our consolidated balance sheet. The remaining amount outstanding on the new term loan and the new borrowings on the new amended and restated credit facility are classified as long-term debt on our consolidated balance sheet. See Note 20 – Subsequent Events for discussion of the newly amended and restated credit facility and convertible senior notes.