Credit Agreement	3 Months Ended
Mar. 31, 2013
Credit Agreement
Credit Agreement	5. Credit Agreement In connection with our acquisition of HDI in December 2011, we entered into a five-year, revolving and term secured credit agreement, which we refer to as the 2011 Credit Agreement, with certain financial institutions and Citibank, N.A. as Administrative Agent. On May 3, 2013, we amended and restated the 2011 Credit Agreement and entered into a $500 million five-year, amended and restated revolving credit agreement, which we refer to as the 2013 Credit Agreement. See, “Subsequent Events” for further information on the 2013 Credit Agreement. The 2011 Credit Agreement was guaranteed by our material subsidiaries and supported by a security interest in all or substantially all of our and our subsidiaries’ personal property assets. The 2011 Credit Agreement provided for a term loan of $350 million, or the Term Loan, which was used to finance a significant portion of our acquisition of HDI, and a revolving credit facility in an initial amount of $100 million, which could be increased by up to $50 million in additional term or revolving loan commitments under specified circumstances. The interest rates applicable to both the Term Loan and the revolving credit facility was either (a) the LIBOR multiplied by a statutory reserve rate plus an interest margin ranging from 2.00% to 3.00% based on our consolidated leverage ratio or (b) a base rate plus an interest margin ranging from 1.00% to 2.00% based on our consolidated leverage ratio. The base rate was equal to the greatest of (a) Citibank’s prime rate, (b) the federal funds rate plus 0.50% or (c) the one-month LIBOR plus 1.00%. The interest rate at March 31, 2013 was 3.3125%. Including debt issuance costs and original issue discounts, the Term Loan had an effective annualized interest rate of approximately 4.8%. In addition, we are required to pay an unused commitment fee on the revolving credit facility during the term of the Credit Agreement of 0.50% per annum. The 2011 Credit Agreement contained certain customary affirmative and negative covenants. The 2011 Credit Agreement required us to comply, on a quarterly basis, with certain principal financial covenants, including a maximum consolidated leverage ratio reducing from 4.00:1.00 to 3.50:1.00 over the next four years and a minimum interest coverage ratio of 3.00:1.00. At March 31, 2013, we were in compliance with the required financial covenants. In addition, the 2011 Credit Agreement restricted our ability to make certain payments or distributions with respect to our capital stock, including cash dividends to our shareholders, or any payments to purchase, redeem, retire, acquire, cancel or terminate any shares of our capital stock, which we collectively refer to as restricted payments. However, we were permitted to make restricted payments (which include cash dividends) in an aggregate annual amount not to exceed (i) $30,000,000 plus, if our consolidated leverage ratio (as defined in the 2011 Credit Agreement and calculated on a pro forma basis) is no greater than 3.00 to 1.00, plus (ii) an additional amount calculated under the 2011 Credit Agreement by reference to our then-existing excess cash flow, so long as, in any circumstance, no event of default would occur under the 2011 Credit Agreement as a result of making any such restricted payment. In addition, we were permitted to pay dividends to our shareholders in shares of our capital stock without limitation. Our obligations under the 2011 Credit Agreement could be accelerated upon the occurrence of an event of default under the 2011 Credit Agreement, which includes customary events of default including, without limitation, payment defaults, failure to perform affirmative covenants, failure to refrain from actions or omissions prohibited by negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, defaults due to certain ERISA related events and a change of control default. As of March 31, 2013, we were in compliance with all the terms of the 2011 Credit Agreement. The Term Loan required scheduled quarterly principal payments of $4.4 million through December 31, 2012, $8.8 million through December 31, 2014, $21.8 million through December 31, 2015 and $43.8 million through December 16, 2016. As of March 31, 2013, we had made five quarterly principal payments totaling $26.3 million. For the three months ended March 31, 2013, we incurred $2.7 million of interest on the outstanding Term Loan and $0.1 million in commitment fees on the revolving credit facility. The loan origination fee and issuance costs of $12.7 million incurred upon consummation of the 2011 Credit Agreement have been recorded as deferred financing costs and are being amortized as interest expense over the five-year life of the 2011 Credit Agreement using the effective interest method. For the three months ended March 31, 2013, $0.9 million of the financing cost was amortized to interest expense. As part of our contractual agreement with a client, we have an outstanding irrevocable letter of credit or Letter of Credit for $4.6 million, which we established against our existing revolving credit facility.

5. Credit Agreement

In connection with our acquisition of HDI in December 2011, we entered into a five-year, revolving and term secured credit agreement, which we refer to as the 2011 Credit Agreement, with certain financial institutions and Citibank, N.A. as Administrative Agent. On May 3, 2013, we amended and restated the 2011 Credit Agreement and entered into a $500 million five-year, amended and restated revolving credit agreement, which we refer to as the 2013 Credit Agreement. See, “Subsequent Events” for further information on the 2013 Credit Agreement.

The 2011 Credit Agreement was guaranteed by our material subsidiaries and supported by a security interest in all or substantially all of our and our subsidiaries’ personal property assets. The 2011 Credit Agreement provided for a term loan of $350 million, or the Term Loan, which was used to finance a significant portion of our acquisition of HDI, and a revolving credit facility in an initial amount of $100 million, which could be increased by up to $50 million in additional term or revolving loan commitments under specified circumstances.

The interest rates applicable to both the Term Loan and the revolving credit facility was either (a) the LIBOR multiplied by a statutory reserve rate plus an interest margin ranging from 2.00% to 3.00% based on our consolidated leverage ratio or (b) a base rate plus an interest margin ranging from 1.00% to 2.00% based on our consolidated leverage ratio. The base rate was equal to the greatest of (a) Citibank’s prime rate, (b) the federal funds rate plus 0.50% or (c) the one-month LIBOR plus 1.00%. The interest rate at March 31, 2013 was 3.3125%. Including debt issuance costs and original issue discounts, the Term Loan had an effective annualized interest rate of approximately 4.8%. In addition, we are required to pay an unused commitment fee on the revolving credit facility during the term of the Credit Agreement of 0.50% per annum.

The 2011 Credit Agreement contained certain customary affirmative and negative covenants. The 2011 Credit Agreement required us to comply, on a quarterly basis, with certain principal financial covenants, including a maximum consolidated leverage ratio reducing from 4.00:1.00 to 3.50:1.00 over the next four years and a minimum interest coverage ratio of 3.00:1.00. At March 31, 2013, we were in compliance with the required financial covenants. In addition, the 2011 Credit Agreement restricted our ability to make certain payments or distributions with respect to our capital stock, including cash dividends to our shareholders, or any payments to purchase, redeem, retire, acquire, cancel or terminate any shares of our capital stock, which we collectively refer to as restricted payments. However, we were permitted to make restricted payments (which include cash dividends) in an aggregate annual amount not to exceed (i) $30,000,000 plus, if our consolidated leverage ratio (as defined in the 2011 Credit Agreement and calculated on a pro forma basis) is no greater than 3.00 to 1.00, plus (ii) an additional amount calculated under the 2011 Credit Agreement by reference to our then-existing excess cash flow, so long as, in any circumstance, no event of default would occur under the 2011 Credit Agreement as a result of making any such restricted payment. In addition, we were permitted to pay dividends to our shareholders in shares of our capital stock without limitation.

Our obligations under the 2011 Credit Agreement could be accelerated upon the occurrence of an event of default under the 2011 Credit Agreement, which includes customary events of default including, without limitation, payment defaults, failure to perform affirmative covenants, failure to refrain from actions or omissions prohibited by negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, defaults due to certain ERISA related events and a change of control default.

As of March 31, 2013, we were in compliance with all the terms of the 2011 Credit Agreement.

The Term Loan required scheduled quarterly principal payments of $4.4 million through December 31, 2012, $8.8 million through December 31, 2014, $21.8 million through December 31, 2015 and $43.8 million through December 16, 2016. As of March 31, 2013, we had made five quarterly principal payments totaling $26.3 million.

For the three months ended March 31, 2013, we incurred $2.7 million of interest on the outstanding Term Loan and $0.1 million in commitment fees on the revolving credit facility. The loan origination fee and issuance costs of $12.7 million incurred upon consummation of the 2011 Credit Agreement have been recorded as deferred financing costs and are being amortized as interest expense over the five-year life of the 2011 Credit Agreement using the effective interest method. For the three months ended March 31, 2013, $0.9 million of the financing cost was amortized to interest expense.

As part of our contractual agreement with a client, we have an outstanding irrevocable letter of credit or Letter of Credit for $4.6 million, which we established against our existing revolving credit facility.