NOTE

– LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	June 30 ,		December 31,
	2018		2017
Revolving credit agreement	$	54,950	$	61,225

February 2015,

the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent (“Agent”).

The Credit Facility is structured as a

$170.0

million revolving credit facility, with an accordion feature that, so long as

event of default exists, allows the Company to request an increase in the revolving credit facility of up to

$80.0

million, exercisable in increments of

$20.0

million. The Credit Facility is a

five

-year facility scheduled to terminate on

February 5, 2020.

Borrowings under the Credit Facility are classified as either “base rate loans” or “LIBOR loans”. Base rate loans accrue interest at a base rate equal to the Agent’s prime rate plus an applicable margin between

0.25%

and

1.00%

that is adjusted quarterly based on the Company’s consolidated fixed charge coverage ratio. LIBOR loans accrue interest at the London Interbank Offered Rate (“LIBOR”) plus an applicable margin between

1.25%

and

2.00%

that is adjusted

two

days prior to each

-day interest period for a term equivalent to such period based on the Company’s consolidated fixed charge coverage ratio. The Credit Facility includes, within its

$170.0

million revolving credit facility, a letter of credit sub-facility in an aggregate amount of

$15.0

million and a swingline sub-facility (the “Swingline”) in an aggregate amount of

$20.0

million. An unused line fee of

0.25%

is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, except for any real estate or revenue equipment financed outside the Credit Facility.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A)

$170.0

million; or (B) the sum of (i)

90%

of eligible investment grade accounts receivable (reduced to

85%

in certain situations), plus (ii)

85%

of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a)

85%

of eligible unbilled accounts receivable and (b)

$10.0

million, plus (iv) the product of

85%

multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v)

85%

multiplied by the net book value of otherwise eligible newly acquired revenue equipment that has

not

yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves.

The Credit Facility contains a single financial covenant, which requires a consolidated fixed charge coverage ratio of at least

1.0

that is triggered in the event excess availability under the Credit Facility falls below

10%

of the lenders’ total commitments. Also, certain restrictions regarding the Company’s ability to pay dividends, make certain investments, prepay certain indebtedness, execute share repurchase programs and enter into certain acquisitions and hedging arrangements are triggered in the event excess availability under the Credit Facility falls below

20%

of the lenders’ total commitments. Management believes the Company’s excess availability will

not

fall below

20%,

$34.0

million, and expects the Company to remain in compliance with all debt covenants during the next

twelve

months.

The Company had borrowings of

$0.7

million under the Swingline as of

June 30, 2018.

The average interest rate including all borrowings made under the Credit Facility as of

June 30, 2018,

was

3.62%.

As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of

June 30, 2018,

the Company had outstanding

$5.4

million in letters of credit and had approximately

$68.2

million available to borrow under the Credit Facility.