Long-Term Debt

On December 21, 2011, the Company entered into a new $500 million revolving credit facility (“Credit Facility”). The Credit Facility, which matures in December 2016, is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. The Credit Facility has an accordion feature that allows the Company to increase loan commitments by up to $250 million, subject to the lenders' agreement and the satisfaction of certain conditions. The Credit Facility includes a $10 million sub-limit for same-day swing line advances, and a $100 million sub-limit for letters of credit.

On April 16, 2012, the Company exercised a portion of its accordion feature under the Credit Facility and increased the loan commitments thereunder by $100 million. The aggregate amount of revolving loan commitments under the Credit Facility now equals $600 million. The Company may continue to increase the loan commitments by up to $150 million, subject to the lenders' agreement and the satisfaction of certain conditions.

The Company's outstanding balance on the Credit Facility at September 30, 2012 amounted to $416.5 million. Outstanding standby letters of credit under the Credit Facility amounted to $2.0 million at September 30, 2012. As a result, the Company has approximately $181.5 million of remaining capacity at September 30, 2012, subject to compliance with any applicable covenants under such facility.

The Credit Facility contains various covenants and restrictive provisions that limit its ability to, among other things:


•	incur additional debt;


•	make distributions on or redeem or repurchase units;


•	make certain investments and acquisitions;


•	incur or permit certain liens to exist;


•	enter into certain types of transactions with affiliates;


•	merge, consolidate or amalgamate with another company; and


•	transfer or otherwise dispose of assets.

If the Company fails to perform its obligations under these and other covenants, the lenders' credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the Credit Facility could be declared immediately due and payable. The Credit Facility also has cross default provisions that apply to any other material indebtedness of the Company.

Borrowings under the Credit Facility are generally secured by pledges of the equity interests in the Company's wholly owned subsidiaries, liens on substantially all of the Company's real and personal property, and guarantees issued by all of the Company's subsidiaries. Borrowings under the Credit Facility, other than swing line loans, will bear interest at its option at either:


•	the Alternate Base Rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) JP Morgan's prime rate; or (iii) the Adjusted LIBO Rate plus 1%; plus a margin varying from 0.75% to 1.75% depending on the Company's most recent total leverage ratio; or


•	the Adjusted LIBO Rate, which is defined as the LIBO Rate plus a margin varying from 1.75% to 2.75% depending on the Company's most recent total leverage ratio.

Swing line loans bear interest at the Alternate Base Rate plus a margin varying from 0.75% to 1.75%. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.30% to 0.50% per annum according to its most recent total leverage ratio. Interest on Alternative Base Rate loans is payable quarterly or, if the Adjusted LIBO Rate applies, it may be paid at more frequent intervals.

The Credit Facility requires the Company to maintain a consolidated leverage ratio (as defined in its credit agreement) of not more than 5.00 to 1.00 and an interest coverage ratio (as defined in its credit agreement) of not less than 2.50 to 1.00.