Note 8 – Debt

Debt obligations consist of the following:

	September 30, 2012			December 31, 2011

Revolving credit agreement	$	61,545		$	68,968
Series A senior note payable - Tranche A		3,687			3,687
Series A senior note payable - Tranche B		2,458			3,687
Series E senior note payable		--			17,206
Series F senior note payable		25,000			--
Other		2,008			1,631
		94,698			95,179
Less amounts due in one year or less		(4,865	)		(21,442	)

Total	$	89,833		$	73,737

In 2003 and 2005, the Company entered into two private placements of debt to provide long-term financing. The senior notes issued under these note purchase agreements that were outstanding at September 30, 2012 bear interest at rates from 8.90 percent to 8.98 percent. The remaining aggregate balance of the notes, $6,145, is included on the September 30, 2012 Consolidated Balance Sheets as follows: $3,072 is included in Current portion of long-term debt and $3,073 is included in Long-term debt.

Effective January 12, 2010, the Company and certain subsidiary borrowers of the Company entered into an amended and restated credit agreement (the "2010 Credit Agreement") with JPMorgan Chase Bank, N.A. The 2010 Credit Agreement provided for a two and one-half year secured, multicurrency revolving credit facility in the principal amount of $90,000, including a $10,000 swing-line loan sub-facility and a $10,000 sub-facility for letters of credit. Loans under the facility generally bore interest at a rate of LIBOR plus a margin that varies with the Company's cash flow leverage ratio, in addition to applicable commitment fees, with a maximum rate of LIBOR plus 350 basis points. Loans under the facility were not subject to a minimum LIBOR floor. At December 31, 2011, there was $47,000 outstanding under the LIBOR portion of the facility at an interest rate of approximately 2.72 percent, and $14,515 of prime rate borrowings outstanding at an interest rate of approximately 4.75 percent. The Company's Canadian subsidiary borrowed under the revolving credit facility in the form of bankers' acceptance agreements and prime rate borrowings. At December 31, 2011, there was $7,257 outstanding under bankers' acceptance agreements at an interest rate of approximately 3.80 percent and $196 outstanding under prime rate borrowings at an interest rate of approximately 4.50 percent.

In December 2007, the Company's Canadian subsidiary entered into a revolving demand credit facility with a Canadian bank to provide working capital needs up to $1,000 Canadian dollars. The credit line is guaranteed by the Company. There was no balance outstanding on this credit facility at September 30, 2012.

2012 Revolving Credit Facility Refinancing and Note Purchase Agreement Amendments

Amended and Restated Credit Agreement. On January 27, 2012, the Company entered into a Second Amended and Restated Credit Agreement (the "2012 Credit Agreement"), among the Company, certain subsidiary borrowers of the Company, the financial institutions party thereto as lenders, JPMorgan Chase Bank, N.A., on behalf of itself and the other lenders as agent, and PNC Bank, National Association, on behalf of itself and the other lenders as syndication agent, in order to amend and restate the 2010 Credit Agreement, that was scheduled to terminate on July 12, 2012.

The 2012 Credit Agreement provides for a five-year unsecured, multicurrency revolving credit facility in the principal amount of $125,000 (the "New Facility"), including a $10,000 swing-line loan subfacility and a $10,000 subfacility for letters of credit. The Company may, at its option and subject to certain conditions, increase the amount of the New Facility by up to $50,000 by obtaining one or more new commitments from new or existing lenders to fund such increase. Loans under the New Facility generally bear interest at a LIBOR or Federal funds rate plus a margin that varies with the Company's cash flow leverage ratio, in addition to applicable commitment fees, with a maximum rate of LIBOR plus 225 basis points. At closing, the applicable margin on LIBOR-based loans was 175 basis points. Following the closing, the unutilized portion of the New Facility will be used primarily for general corporate purposes, such as working capital and capital expenditures, and, to the extent opportunities arise, acquisitions and investments.

At September 30, 2012, there was $44,500 outstanding under the LIBOR portion of the facility at an interest rate of approximately 2.43 percent. At the Company's option, loans under the facility could bear interest at prime plus 1.5 percent. At September 30, 2012, there was $9,875 of prime rate borrowings outstanding at an interest rate of approximately 4.50 percent. The Company's Canadian subsidiary borrowed under the revolving credit facility in the form of bankers' acceptance agreements and prime rate borrowings. At September 30, 2012, there was $6,916 outstanding under bankers' acceptance agreements at an interest rate of approximately 3.30 percent and $254 outstanding under prime rate borrowings at an interest rate of approximately 4.00 percent.

The 2012 Credit Agreement contains various customary affirmative and negative covenants and events of default. Under the terms of the 2012 Credit Agreement, the Company is no longer subject to restrictive covenants on permitted capital expenditures. Certain restricted payments, such as regular dividends and stock repurchases, are permitted provided that the Company maintains compliance with its minimum fixed-charge coverage ratio (with respect to regular dividends) and a specified maximum cash-flow leverage ratio (with respect to other permitted restricted payments). Other covenants include, among other things, restrictions on the Company's and in certain cases its subsidiaries' ability to incur additional indebtedness; dispose of assets; create or permit liens on assets; make loans, advances or other investments; incur certain guarantee obligations; engage in mergers, consolidations or acquisitions, other than those meeting the requirements of the 2012 Credit Agreement; engage in certain transactions with affiliates; engage in sale/leaseback transactions; and engage in certain hedging arrangements. The 2012 Credit Agreement also requires compliance with specified financial ratios and tests, including a minimum fixed-charge coverage ratio and a maximum cash-flow ratio. The 2012 Credit Agreement no longer contains the minimum consolidated net worth requirement that was a covenant under the Former Facility.

Amended and Restated Private Shelf Agreement. Concurrently with its entry into the 2012 Credit Agreement, on January 27, 2012, the Company entered into an Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. ("Prudential") and certain existing noteholders and note purchasers named therein (the "Private Shelf Agreement"), which provides for a $75,000 private shelf facility for a period of up to three years (the "Private Shelf Facility"). At closing, the Company issued $25,000 aggregate principal amount of its 4.38% Series F Senior Notes due January 27, 2019 (the "Notes") under the Private Shelf Agreement, with a portion of the net proceeds being used to finance $20,278 in principal payments due in 2012 under the Company's existing senior notes, including its 9.17% Series E Senior Notes that became due January 28, 2012.

The Private Shelf Agreement contains financial and other covenants that are the same or substantially equivalent to covenants under the 2012 Credit Agreement described above. Notes issued under the Private Shelf Facility may have maturities of up to ten years and are unsecured. Either the Company or Prudential may terminate the unused portion of the Private Shelf Facility prior to its scheduled termination upon 30 days' written notice.

Any future borrowings under the Private Shelf Facility may be used for general corporate purposes, such as working capital and capital expenditures.

Amendment to Note Purchase Agreement. Concurrently with the entry into the Private Shelf Agreement, the Company entered into the Fifth Amendment (the "Fifth Amendment") to the Note Purchase Agreement, dated as of December 23, 2003, as amended, with the noteholders party thereto (the "Mass Mutual Noteholders"). The Fifth Amendment amends certain financial and other covenants in the note purchase agreement so that such financial and other covenants are the same or substantially equivalent to covenants under the 2012 Credit Agreement described above. The Fifth Amendment also amends certain provisions contained in the note purchase agreement to reflect that amounts due under existing senior notes issued to the Mass Mutual Noteholders are no longer secured.

Amendment to the 2012 Credit Agreement. On September 12, 2012, the Company entered into Amendment No. 1 (the "Amendment") to the 2012 Credit Agreement. The Amendment amends the definition of "EBITDA" in the 2012 Credit Agreement to permit the Company, for purposes of calculating EBITDA for financial covenant compliance, to add back certain expenses associated with the Company's enterprise resource planning system up to certain amounts as specified in the Amendment.

Amendment to Private Shelf Agreement and Note Purchase Agreement. Concurrently with its entry into the Amendment, the Company entered into (i) the First Amendment (the "First Amendment") to the Private Shelf Agreement and (ii) the Sixth Amendment (the "Sixth Amendment") to the Note Purchase Agreement, dated as of December 23, 2003, as amended, with the noteholders party thereto (the "Note Purchase Agreement"). The First Amendment and the Sixth Amendment amend the respective definitions of "EBITDA" in the Private Shelf Agreement and the Note Purchase Agreement to conform to the amended EBITDA definition contained in the Amendment.

The Company was in compliance with all covenant obligations under the aforementioned credit agreements at September 30, 2012.

Other Debt Arrangements

In September, 2012, the Company financed $1,075 of business insurance premiums for a 2012 – 2013 policy term. The premiums are due in equal quarterly payments ending in June 2013. In March 2012, the Company financed $714 of business insurance premiums for a 2012 – 2013 policy term. The premiums are due in equal quarterly payments ending in December 2012. The total balance outstanding for insurance premiums at September 30, 2012 is $1,315 and is included in Current portion of long-term debt on the September 30, 2012 Consolidated Balance Sheets.

In September 2011, the Company financed $906 of three-year software license agreements effective through September 2014. The payments are due in annual installments ending in September 2013. The total balance outstanding for the software license fees at September 30, 2012 is $252 and is included in Current portion of long-term debt.

In October 2011, the Company financed a $649 three-year equipment and software maintenance agreement effective through November 2014. The payments are due in annual installments ending in December 2013. The total balance outstanding for the equipment and software maintenance fees at September 30, 2012 is $432, which is included on the September 30, 2012 Consolidated Balance Sheets as follows: $216 is included in Current portion of long-term debt and $216 is included in Long-term debt.

The Company also had $10 of various notes payable from its October 2011 acquisition of Brandimage, included in Current portion of long-term debt on the September 30, 2012 Consolidated Balance Sheets.

Deferred Financing Fees

The Company incurred and capitalized $853 of deferred financing fees during the first nine months of 2012. During the three and nine-month periods ended September 30, 2012, the Company amortized deferred financing fees totaling $66 and $231, respectively. During the three and nine-month periods ended September 30, 2011, the Company amortized deferred financing fees totaling $151 and $455, respectively. These amounts are included in Interest expense on the Consolidated Statements of Comprehensive Income. At September 30, 2012, the Company had $998 of unamortized deferred financing fees.