7. Long-Term Debt

"Long-term debt" as of April 30, 2017 and 2016 consists of the following:

	April 30,
	2017		2016
First Lien Term Loan due 2021(1)(2)	$	470,245	$	373,998
Second Lien Term Loan(3)(4)		—		154,517
ABL Facility		103,353		101,910
Capital lease obligations, at an annual rate of 5.50%, due in monthly installments through August 2022		15,611		11,449
Installment notes at fixed rates up to 2.7%, due in monthly and annual installments through April 2021(5)		5,711		2,736

		594,920		644,610
Less: Current portion		11,530		35,581

Total long-term debt	$	583,390	$	609,029


(1)	Net of unamortized discount of $1,658 and $1,355 as of April 30, 2017 and 2016, respectively.
(2)	Net of deferred financing costs of $5,712 and $6,847 as of April 30, 2017 and 2016, respectively.
(3)	Net of unamortized discount of $0 and $1,183 as of April 30, 2017 and 2016, respectively.
(4)	Net of deferred financing costs of $0 and $4,300 as of April 30, 2017 and 2016, respectively.
(5)	Net of unamortized discount of $751 as of April 30, 2017.

Acquisition Debt

On April 1, 2014, the Company's wholly-owned subsidiaries, GYP Holdings II Corp., as parent guarantor (in such capacity, "Holdings"), and GYP Holdings III Corp., as borrower (in such capacity, the "Borrower" and, together with Holdings and the Subsidiary Guarantors (as defined below), the "Loan Parties"), entered into a senior secured first lien term loan facility (the "First Lien Facility") and a senior secured second lien term loan facility (the "Second Lien Facility" and, together with the First Lien Facility, the "Term Loan Facilities") in the aggregate amount of $550,000 to acquire Gypsum Management and Supply, Inc. The proceeds from the Term Loan Facilities were used to (i) repay all amounts outstanding under the 2010 Credit Facility in the amount of $86,120, (ii) pay the acquisition purchase price and (iii) pay related fees and expenses.

The Term Loan Facility originally consisted of a First Lien Term Loan and a Second Lien Term Loan (respectively, the "First Term Loan" and "Second Term Loan"). The First Term Loan was issued in an original aggregate principal amount of $388,050 (net of $1,950 of original issue discount). The Second Term Loan was issued in an original aggregate principal amount of $158,400 (net of $1,600 of original issue discount) and is no longer outstanding. At April 30, 2017, the borrowing interest rate for the First Term Loan was 4.67%. Accrued interest, presented within "Other accrued expenses and current liabilities" in our Consolidated Balance Sheets, was $181 and $246 at April 30, 2017 and 2016, respectively. Cash paid for interest was $21,567, $32,130 and $30,251 for fiscal 2017, 2016 and 2015, respectively. The First Lien Facility permits the Borrower to add one or more incremental term loans up to a fixed amount of $100,000 plus a certain amount depending on a secured first lien leverage ratio test included in the First Lien Facility. After giving effect to the post year end amendment to the First Lien Facility on June 7, 2017, the First Term Loan bears interest at LIBOR (subject to a floor of 1.00%) plus a borrowing margin of 3.00%. The First Term Loan amortizes in nominal quarterly installments of $1,444, or 0.25% of the aggregate principal amount of the First Term Loan and matures on April 1, 2023. Provided that the individual affected lenders agree accordingly, the maturities of the First Lien Term Loan may, upon the Borrower's request and without the consent of any other lender, be extended.

On September 27, 2016, the Company entered into an Incremental First Lien Term Commitments Amendment (the "First Amendment") to the First Lien Credit Agreement, dated April 1, 2014, among GYP Holdings III Corp., as borrower, GYP Holdings II Corp., the financial institutions from time to time party thereto, as lenders, and Credit Suisse AG, as administrative agent and collateral agent. The First Amendment amended the First Lien Credit Agreement to, among other things, provide for a new first lien term loan facility under the First Lien Credit Agreement in the aggregate principal amount of approximately $481,225 with an interest at a floating rate based on LIBOR, with a 1.00% floor, plus 3.50%, representing a twenty five basis point improvement compared to the interest rate of the existing First Lien Term Loan immediately prior to giving effect to the First Amendment. Net proceeds from the new First Lien Term Loan were used to repay the Company's existing First Lien Term Loan of $381,225 and a portion of the loans under the ABL Facility as well as to pay related expenses.

On June 7, 2017, the Company entered into a Second Amendment to the First Lien Credit Agreement, dated April 1, 2014, among GYP Holdings III Corp., as borrower, GYP Holdings II Corp., the financial institutions from time to time party thereto, as lenders, and Credit Suisse AG, as administrative agent and collateral agent, see Note 21, "Subsequent Events."

Asset Based Lending Facility

The Asset Based Lending Credit Facility (the "ABL Facility"), entered into on April 1, 2014, originally provided for revolving loans and the issuance of letters of credit up to a maximum aggregate principal amount of $200,000 (subject to availability under a borrowing base). GYP Holdings III Corp. is the lead borrower (in such capacity, the "Lead Borrower"). Extensions of credit under the ABL Facility will be limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments. As of April 30, 2017, the Company had $231,249 of available borrowings and $103,353 in borrowings outstanding under the ABL Facility as presented within "Long-term debt, less current portion" on the Consolidated Balance Sheets. As of April 30, 2016, the Company had $187,185 of available borrowings and $101,910 in short-term swing line borrowings and eurodollar loans outstanding under the ABL Facility as presented within "Revolving credit facility" under "Current Liabilities" on the Consolidated Balance Sheets. As of April 30, 2017 and 2016, there was $532 and $422 accrued interest payable, respectively on the facility. In fiscal 2017, 2016 and 2015, we paid interest and other fees on the facility of $4,148, $1,900 and $941, respectively. The ABL Facility also permits the Company to request increases in the amount of the revolving, swing line and letter of credit facilities up to an aggregate maximum amount of $345,000 for the total commitments under the ABL Facility (including all incremental commitments).

As of April 30, 2017 and 2016, the Company reflected $2,950 and $2,544, respectively, of deferred financing costs related to the ABL Facility in "other assets" on its Consolidated Balance Sheets.

In fiscal 2017, the Company entered into the Second Amendment to the ABL Credit Agreement. The Second Amendment amended the ABL Credit Agreement to, among other things, provide for an increase in the revolving credit commitments thereunder to $345,000 (including an increase in the swing line limit to $34,500), an extension of the maturity date to November 18, 2021, and a 0.25% decrease in the interest rate margin at each pricing level thereunder.

In fiscal 2016, we amended our ABL Facility to exercise the $100,000 accordion feature of the ABL Facility which increased the aggregate revolving commitments from $200,000 to $300,000, and increased the sublimit for same day swing line borrowings from $20,000 to $30,000. The other terms of the ABL Facility remain unchanged.

At the Company's option, the interest rates applicable to the loans under the ABL Facility are based at LIBOR or base rate plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility agreement, based on average daily availability for the most recent fiscal quarter. The applicable rate of interest for fiscal 2017 and 2016 was 2.58% and 2.97%, respectively. The ABL Facility also contains an unused commitment fee subject to utilization, as included in the ABL Facility agreement.

The ABL Facility will mature on November 18, 2021 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon the Company's request and without the consent of any other lender. The ABL Facility contains a cross default provision with the First Lien Facility.

Collateral under the ABL Facility and Term Loan Facilities

The ABL Facility is collateralized by (a) first priority perfected liens on the following assets of the Loan Parties: (i) accounts receivable; (ii) inventory; (iii) deposit accounts; (iv) cash and cash equivalents; (v) tax refunds and tax payments; (vi) chattel paper; and (vii) documents, instruments, general intangibles, securities accounts, books and records, proceeds and supporting obligations related to each of the foregoing, subject to certain exceptions (collectively, "ABL Priority Collateral") and (b) second priority perfected liens on the remaining assets of the Loan Parties not constituting ABL Priority Collateral, subject to customary exceptions (collectively, "Term Priority Collateral").

The First Lien Facility is collateralized by (a) first priority liens on the Term Priority Collateral and (b) second priority liens on the ABL Priority Collateral, subject to customary exceptions.

Prepayments under the ABL Facility and Term Loan Facilities

The Term Loans may be prepaid at any time, subject to, in the case of a repricing transaction that occurs within 6 months of June 7, 2017, a prepayment equal to the principal amount of the term loans subject to such prepayment multiplied by 1.00%. Under certain circumstances and subject to certain exceptions, the Term Loan Facilities will be subject to mandatory prepayments in the amount equal to:


	•	100% of the net proceeds of certain asset sales and issuances or incurrences of nonpermitted indebtedness; and
	•	50% of annual excess cash flow for any fiscal year, such percentage to decrease to 25% or 0% depending on the attainment of certain total leverage ratio targets.

As of April 30, 2017 there was no prepayment required related to excess cash flow.

The ABL Facility may be prepaid at the Company's option at any time without premium or penalty and will be subject to mandatory prepayment if the outstanding ABL Facility exceeds the lesser of the (i) borrowing base and (ii) the aggregate amount of commitments. Mandatory prepayments do not result in a permanent reduction of the lenders' commitments under the ABL Facility.

Guarantees

Holdings guarantees the payment obligations under the ABL Facility and the Term Loan Facilities. Certain of Holdings' subsidiaries (i) guarantee the payment obligations under the Term Loan Facilities (in such capacity, the "Subsidiary Guarantors") and (ii) are co-borrowers under the ABL Facility.

Covenants under the ABL Facility and Term Loan Facilities

The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. The Company is in compliance with all such covenants at April 30, 2017.

The Term Loan Facilities contain a number of covenants that limit the ability of the Borrower and its restricted subsidiaries, as described in the Term Loan Facilities, to: incur more indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of the Company's restricted subsidiaries to pay dividends to the Company or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with the Company's affiliates; and prepay or amend the terms of certain indebtedness. The Company is in compliance with all covenants at April 30, 2017.

Events of Default under the ABL Facility and Term Loan Facilities

The ABL Facility and Term Loan Facilities also provide for customary events of default, including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, specified cross default to other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of guarantees or security interest, material judgments and changes of control.

Write-off of Debt Discount and Deferred Financing Fees

During the fiscal year ended April 30, 2017 the company recorded write-offs of $7,103 related to deferred financing costs and debt discounts, which is included in “Write-off of debt discount and deferred financing fees” on the Consolidated Statements of Operations and Comprehensive Income (Loss). The amount of the write-offs consisted of the following: $5,426 related to the Second Lien Facility paid off in conjunction with the IPO on June 1, 2016; $1,466 related to the First Lien Facility as part of a September 27, 2016 refinancing; and $211 related to the ABL Facility as part of a November 18, 2016 refinancing.

Debt Maturities

As of April 30, 2017, the scheduled principal payments of long-term debt are as follows:

	Installment Notes(1)		ABL Facility		Capital Leases		First Lien Term Loan(2)		Total
Years ending April 30,
2018	$	1,232	$	—	$	5,486	$	4,812	$	11,530
2019		1,231		—		4,383		4,812		10,426
2020		1,231		—		2,974		4,812		9,017
2021		1,095		—		1,593		463,179		465,867
2022		659		103,353		889		—		104,901
Thereafter		1,014		—		286		—		1,300

	$	6,462	$	103,353	$	15,611	$	477,615	$	603,041


(1)	Gross of unamortized discount of $751 as of April 30, 2017.
(2)	Gross of unamortized discount of $1,658 and deferred financing costs of $5,712 as of April 30, 2017.

Refer to Note 21 of the Notes to Consolidated Financial Statements for more information on the recent events regarding debt maturities.

Installment Notes

The installment notes of $5,711 and $2,736 as of April 30, 2017 and 2016, respectively, represent notes for subsidiary stock repurchases from shareholders, notes for the payout of stock appreciation rights and a note to the seller of an acquired company. The installment notes as of April 30, 2017 represent notes for subsidiary stock repurchases from shareholders and a note for the payout of stock appreciation rights. See Note 12, "Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests."