Note 10. Debt and Leases

Debt at October 31, 2013 and 2012, consisted of the following:



	2013			2012
Revolving credit facility	$	6,500		$	4,000
Senior Unsecured Convertible Notes	38,000			—
Connecticut Development Authority Note	3,246			3,466
Connecticut Clean Energy Fund Note	—			847
Connecticut Clean Energy and Finance Investment Authority Note	5,744			—
Capitalized lease obligations	497			234
Total debt	$	53,987		$	8,547
Less: Unamortized debt discount ⁽¹⁾	(3,106		)	—
	50,881			8,547
Less: Current portion of long-term debt	(6,931		)	(5,161		)
Long-term debt	$	43,950		$	3,386

(1) The debt discount recorded in connection with the issuance of the Company’s unsecured convertible notes relates to the fair value of the embedded derivatives at June 25, 2013 and is recorded on the consolidated balance sheets as a reduction to associated debt balance. The Company is amortizing the debt discount to interest expense over the term of the debt.

Aggregate annual principal payments under our loan agreements, excluding payments relating to the revolving credit facility, and capital lease obligations for the years subsequent to October 31, 2013 are as follows:





Year 1	430
Year 2	381
Year 3	313
Year 4	256
Year 5	40,363
Thereafter	5,744
	$	47,487

As of October 31, 2013, the Company has an $8.0 million revolving credit facility with JPMorgan Chase Bank, N.A. and the Export-Import Bank of the United States. The revolver was increased from $5.0 million on April 12, 2013. The credit facility is used for working capital to finance the manufacture and production and subsequent export sale of the Company’s products or services. The agreement has a one year term with renewal provisions and the current expiration date is April 2, 2014. The outstanding principal balance of the facility will bear interest, at the option of the Company of either the one-month LIBOR plus 1.5 percent or the prime rate of JP Morgan Chase. The facility is secured by certain working capital assets and general intangibles, up to the amount of the outstanding facility balance. At October 31, 2013, the outstanding amount owed under this facility was $6.5 million and is classified as Current portion of long-term debt on the consolidated balance sheets.

On June 25, 2013, the Company closed an offering of $38.0 million in aggregate principal amount of 8.0% Senior Unsecured Convertible Notes ("Notes"). Under the terms of the Notes, interest is payable semi-annually in arrears on December 15 and June 15 of each year, beginning December 15, 2013. The notes will mature on June 15, 2018, unless earlier redeemed, repurchased or converted. The Notes are convertible into shares of the Company's common stock at a conversion rate of 645.1613 shares of common stock per $1,000 principal amount of convertible notes, equivalent to a conversion price of approximately $1.55 per share of common stock plus a "make-whole" equivalent to the shorter of three years of interest payments or interest payments from the date of conversion through the maturity date. The net proceeds of the offering to the Company were approximately $35.5 million, after deducting underwriting discounts, commissions and offering expenses. Financing costs of $2.5 million associated with this debt offering are being amortized over the term of the debt. At October 31, 2013, these costs are capitalized in Other current assets for the current portion and Other assets, net for the long-term portion.

We evaluated the instrument for embedded derivatives and determined the change of control put redemption and an interest make-whole payment upon conversion feature embedded in the Notes require bifurcation from the Notes. The aggregate fair value of these derivatives at June 25, 2013 was $3.2 million. The aggregate fair value of these derivatives at October 31, 2013 is $4.7 million. The derivatives are included in Long term debt and other liabilities on the consolidated balance sheets and any change to the fair values are recorded in operations.

In April 2008, we entered into a 10-year loan agreement with the Connecticut Development Authority to finance equipment purchases associated with manufacturing capacity expansion allowing for a maximum borrowing of $4.0 million. The stated interest rate is 5 percent and the loan is collateralized by the assets procured under this loan as well as $4.0 million of additional machinery and equipment. Interest only payments were required through November 2009. Principal and interest payments are due commencing in December 2009 through May 2018. The outstanding balance on the Connecticut Development Authority loan was $3.2 million and $3.5 million for the periods ended October 31, 2013 and 2012, respectively.

On March 5, 2013 the Company closed on a new long-term loan agreement with the Connecticut Clean Energy and Finance Investment Authority (CEFIA) totaling $5.9 million in support of the Bridgeport project. The loan agreement carries an interest rate of 5.0% and principal repayments will commence on the eighth anniversary of the project's provisional acceptance date in forty eight equal monthly installments. Outstanding amounts are secured by future cash flows from the Bridgeport contracts. Advances of $4.8 million were made under the CEFIA loan during fiscal year 2013. The Connecticut Clean Energy Fund Note in the amount outstanding of $0.9 million rolled into the new CEFIA Note. The outstanding balance on the CEFIA Note as of October 31, 2013 was $5.7 million.

We lease computer equipment under master lease agreements. Lease payment terms are generally thirty-six months from the date of acceptance for leased equipment.