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LONG-TERM DEBT AND LEASE OBLIGATIONS
9 Months Ended
Sep. 30, 2012
LONG-TERM DEBT AND LEASE OBLIGATIONS [Abstract]  
LONG-TERM DEBT AND LEASE OBLIGATIONS
5.
LONG-TERM DEBT AND LEASE OBLIGATIONS
 
Long-term debt and lease obligations consist of the following:

   
September 30,
  
December 31,
 
   
2012
  
2011
 
Credit agreement (a)
 $-  $- 
Credit agreement (b)
  -   - 
Finance obligation (c)
  9,672   9,672 
Auto loan
  7   - 
Capital lease-property (rate of 8.0%) (d)
  26,440   26,715 
Capital leases-equipment (rates ranging from 5.0% to 8.5%)
  15   121 
    36,134   36,508 
Less current maturities
  (409)  (481)
   $35,725  $36,027 

(a) On April 5, 2012, the Company, as borrower, and certain of its wholly-owned subsidiaries, as guarantors, entered into a secured revolving credit agreement (the "Credit Agreement") with a syndicate of four lenders led by Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, for an aggregate principal amount of up to $85 million.  The Credit Agreement replaces the Company's prior $115 million Credit Facility with Bank of America, N.A. and other lenders, which was due to expire on December 1, 2012.  The old Credit Agreement (as defined below) was terminated concurrently with the effective date of the Credit Agreement.
 
Under the Credit Agreement, the Company has the right to increase the aggregate amount available under the Credit Facility by up to $50 million upon satisfaction of certain conditions.  The Credit Facility may be used to finance capital expenditures and permitted acquisitions, to pay transaction expenses, for the issuance of letters of credit and for general corporate purposes.  The Credit Agreement includes a $5 million swing line sublimit and a $25 million letter of credit sublimit.  Borrowings under the Credit Facility are secured by a first priority lien on substantially all of the tangible and intangible assets of the Company and its subsidiaries exclusive of real estate.  The term of the Credit Facility is 36 months, maturing on April 5, 2015.
 
Amounts borrowed as revolving loans under the Credit Facility will bear interest, at the Company's option, at either (i) an interest rate based on LIBOR and adjusted for any reserve percentage obligations under Federal Reserve Bank regulations (the "Eurodollar Rate") for specified interest periods or (ii) the Base Rate (as defined in the Credit Agreement), in each case, plus an applicable margin rate as determined under the Credit Agreement.  The "Base Rate", as defined under the Credit Agreement, is the highest of (a) the prime rate, (b) the Federal Funds rate plus 0.50% and (c) a daily rate equal to the one-month LIBOR rate plus 1.0%.  Under the Credit Agreement, the margin interest rate is subject to adjustment within a range of 1.25% to 2.75% based upon changes in the Company's consolidated leverage ratio and depending on whether the Company has chosen the Eurodollar Rate or the Base Rate option.  Swing line loans will bear interest at the Base Rate plus the applicable margin rate.  Letters of credit will require a fee equal to the applicable margin rate multiplied by the daily amount available to be drawn under each issued letter of credit plus an agreed upon fronting fee and customary issuance, presentation, amendment and other processing fees associated with letters of credit.  At September 30, 2012, the Company had outstanding letters of credit aggregating $1.6 million, which were primarily comprised of letters of credit for the Department of Education, or DOE, matters and real estate leases.
 
The Credit Agreement contains customary representations, warranties and covenants including consolidated adjusted net worth, consolidated leverage ratio, consolidated fixed charge coverage ratio, minimum financial responsibility composite score, cohort default rate and other financial covenants, certain restrictions on capital expenditures as well as affirmative and negative covenants and events of default customary for facilities of this type.  In addition, the Company is paying fees to the lenders that are customary for facilities of this type.

As of September 30, 2012, the Company had no amounts outstanding under the Credit Agreement.

(b) The Company previously had a credit agreement (the "old Credit Agreement") with a syndicate of banks which was terminated on April 5, 2012.  Under the terms of the agreement, the syndicate provided the Company with a $115 million credit facility.  The old Credit Agreement permitted the issuance of up to $25 million in letter of credit, the amount of which reduces the availability of permitted borrowings under the agreement. At December 31, 2011, the Company had outstanding letters of credit aggregating $1.6 million, which were primarily comprised of letters of credit for the DOE matters and real estate leases.

As of December 31, 2011, the Company had no amounts outstanding under the old Credit Agreement.

(c) The Company completed a sale and a leaseback of several facilities on December 28, 2001. The Company retains a continuing involvement in the lease and, as a result, it is prohibited from utilizing sale-leaseback accounting. Accordingly, the Company has treated this transaction as a finance lease. The lease expires on December 31, 2016.

(d) In 2009, the Company assumed real estate capital leases in Fern Park, Florida and Hartford, Connecticut.  These leases bear interest at 8% and expire in 2032 and 2031, respectively.

Scheduled maturities of long-term debt and lease obligations at September 30, 2012 are as follows:
 
Year ending December 31,
   
2012
 $409 
2013
  433 
2014
  462 
2015
  515 
2016
  733 
Thereafter
  33,582 
   $36,134