Note 7.

Long-Term Debt

Long-term debt at December 31, 2012 and 2011 was as follows:


	(In thousands)
	December 31,
	2012			2011
Senior unsecured notes (fixed 9.75%)	$	200,000		$	200,000
Senior secured term loan (floating 5.5%)		162,625			189,050
Promissory note (fixed 5.0%) and other debt (fixed 5.41%)		3,119			3,190

Total Debt		365,744			392,240
Less Current Portion		3,042			1,960

Total Long-Term Debt	$	362,702		$	390,280


Weighted-average interest rate		7.82	%		7.66	%

Future long-term debt payments at December 31, 2012 were as follows:


	(In thousands)
2013	$	3,042
2014		25
2015		26
2016		26
2017		162,625
Thereafter		200,000

Total	$	365,744

In the latter half of 2012, we made $25.0 million of voluntary principal pre-payments on our senior secured term loan as discussed below. At December 31, 2012, we had $58.4 million of available borrowing capacity, as discussed below.

Senior Secured Term Loan and Senior Secured Revolving Credit Facility (“Credit Facilities”)

In connection with the acquisition of LaBarge on June 28, 2011, we borrowed $190.0 million under a senior secured term loan (“Term Loan”) which matures on June 30, 2017 and entered into a senior secured revolving credit facility (“Revolving Credit Facility”) of $60.0 million, which matures on June 28, 2016. The Credit Facilities provides the option of choosing the London Interbank Offered Rate (“LIBOR” rate), or the Alternate Base Rate. The LIBOR rate may be for a one-, two-, three- or six-month period chosen by us, with a LIBOR rate floor of 1.25%, plus 4.25%. The payment of interest coincides with the LIBOR period we select. The Alternate Base Rate has a floor of 2.25% plus 3.25%. The Alternate Base Rate is the greater of the (a) Prime rate and (b) Federal Funds rate plus 0.5%. The Term Loan required quarterly principal payments of $0.5 million beginning on September 30, 2011 and mandatory prepayment of certain amounts of excess cash flow on an annual basis beginning 2012. On September 29, 2012, and December 28, 2012, we made voluntary principal pre-payments of $10.0 million and $15.0 million, respectively on our Term Loan. The payment made in September eliminated all required quarterly principal payments going forward.

The Credit Facilities are collaterized by substantially all of our assets and contain minimum Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and maximum leverage ratio covenants under certain circumstances, as well as annual limitations on capital expenditures and limitation on future disposition of property, investments, acquisitions, repurchase of stock, dividends, and outside indebtedness. In the event that a certain minimum amount is borrowed and outstanding under the Revolving Credit Facility, for so long as any such amount is outstanding, we will be required to comply with a total leverage ratio. Furthermore, our consolidated EBITDA, as defined by these Credit Facilities, as of the end of any fiscal quarter on a trailing four-quarter basis is not permitted to be less than $50.0 million. At December 31, 2012, we were in compliance with all covenants. At December 31, 2012, there were no amounts outstanding that would have triggered the leverage coverage ratio covenant. However, we would have been in compliance with such leverage coverage ratio.

At December 31, 2012, we had $58.4 million of unused borrowing capacity under the Revolving Credit Facility after deducting $1.6 million for standby letters of credit. Upon the satisfaction of certain conditions, including but not limited to, the agreement of lenders to provide such facilities or commitments, we also have the option to add one or more incremental term loan facilities or increase commitments under our Credit Facility by an aggregate amount of up to $75.0 million.

Senior Unsecured Notes

In connection with the LaBarge Acquisition, we also issued $200.0 million of senior unsecured notes (the “Notes”) with interest of 9.75% per annum, payable semi-annually on January 15 and July 15 of each year, beginning in 2012. The Notes mature on July 15, 2018, at which time the entire principal amount is due.

Upon a change of control, as defined, we will be required to offer to purchase all of the Notes then outstanding for cash at 101% of the principal amount plus accrued and unpaid interest, if any, on the date of purchase on the Notes. A change of control under the indenture governing the Notes may also result in an event of default under our Credit Facilities which may cause the acceleration of indebtedness outstanding thereunder, in which case, proceeds of collateral pledged to secure borrowings thereunder would be used to repay such borrowings before we repay the Notes.

Promissory Note

In connection with the DAS-New York acquisition in December 2008, we issued a promissory note in the initial principal amount of $7.0 million with interest of 5% per annum payable annually on each anniversary of the closing date (December 23). At December 31, 2012, $3.0 million was outstanding under the promissory note and is payable December 23, 2013.

Fair Value of Long-Term Debt

The carrying amount of long-term debt approximates fair value, which was estimated using Level 2 inputs, based on the terms of the related debt, recent transactions and estimates using interest rates currently available to us for debt with similar terms and remaining maturities, except for the senior notes, for which the fair value was $216 million.