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LONG-TERM DEBT AND CREDIT AGREEMENT Debt Disclosure (Notes)
6 Months Ended
Jun. 30, 2018
LONG TERM DEBT AND CREDIT AGREEMENT
LONG-TERM DEBT AND CREDIT AGREEMENT

Long-term debt consisted of the following (in thousands):
 
June 30, 2018
 
December 31, 2017
Term Loan, net of unamortized debt issuance costs of $2,909 at June 30, 2018 and $3,499 at December 31, 2017
$
123,153

 
$
102,751

Notes, net of unamortized original issue discount and debt issuance costs of $13,629 at June 30, 2018 and $17,026 at December 31, 2017, respectively
107,371

 
105,974

Other long-term debt
1,537

 
1,679

    Total debt
232,061

 
210,404

Less: current portion
1,400

 
5,906

Total long-term debt
$
230,661

 
$
204,498



The following table summarizes the maturities of our borrowing obligations as of June 30, 2018 (in thousands):

Fiscal Year
Term Loan
 
Notes
 
Other Long-Term Debt
 
Total
2018
$
638

 
$

 
$
62

 
$
700

2019
1,275

 

 
132

 
1,407

2020
2,231

 
121,000

 
141

 
123,372

2021
4,781

 

 
152

 
4,933

2022
6,375

 

 
162

 
6,537

Thereafter
110,762

 

 
888

 
111,650

Total before unamortized discount
126,062

 
121,000

 
1,537

 
248,599

Less: unamortized discount and issuance costs
2,909

 
13,629

 

 
16,538

Less: current portion of long-term debt
1,275

 

 
125

 
1,400

Total long-term debt
$
121,878

 
$
107,371

 
$
1,412

 
$
230,661


2.00% Convertible Senior Notes due 2020

On June 15, 2015, we issued $125.0 million aggregate principal amount of our Notes in an offering conducted in accordance with Rule 144A under the Securities Act of 1933. The Notes pay interest semi-annually on June 15 and December 15 of each year at an annual rate of 2.00% and mature on June 15, 2020, unless earlier converted or repurchased in accordance with their terms prior to such date. Total interest expense for the three and six months ended June 30, 2018 was $2.2 million and $4.4 million, respectively, reflecting the coupon and accretion of the discount.

On December 15, 2017, we purchased 2,000 of our 125,000 outstanding Notes and settled $2.0 million of the Notes for $1.7 million in cash. We recorded $2.0 million extinguishment of debt, an immaterial amount of equity reacquisition, and an immaterial loss on the extinguishment of debt.

On February 8, 2018, we purchased an additional 2,000 of our 123,000 outstanding Notes and settled another $2.0 million of the Notes for $1.7 million in cash. We recorded $2.0 million extinguishment of debt, an immaterial amount of equity reacquisition, and an immaterial loss on the extinguishment of debt.

Term Loan and Credit Facility

On February 26, 2016, we entered into the Financing Agreement with the Lenders. Pursuant to the Financing Agreement, the Lenders originally agreed to provide us with (a) a term loan in the aggregate principal amount of $100.0 million (the “Term Loan”), and (b) a revolving credit facility (the “Credit Facility”) of up to a maximum of $5.0 million in borrowings outstanding at any time. We granted a security interest on substantially all of our assets to secure the obligations under the Term Loan and the Credit Facility. The Term Loan requires us to use 50% of excess cash flow, as defined in the Financing Agreement, to repay outstanding principal of the loans under the Financing Agreement. The Financing Agreement contains customary representations and warranties, covenants, mandatory prepayments, and events of default under which our payment obligations may be accelerated.

On November 9, 2017, we entered into an amendment and extended an additional $15.0 million term loan and increased the amount available under the Credit Facility by $5.0 million.

On May 10, 2018, we entered into an amendment to the Financing Agreement, which extended the maturity of the Financing Agreement to May 2023, and increased the Term Loan by $22.7 million and the amount available under the Credit Facility by $12.5 million. Under the terms of the amendment, aggregate quarterly principal repayments beginning September 30, 2018 through June 30, 2020 will be $318,750, then from July 1, 2020 through June 30, 2021 equal to $796,875, finally from July 1, 2021 through May 10, 2023 equal to $1,593,750. Following the amendment effective date, interest accrues on outstanding borrowings under the Term Loan and Credit Facility (each as defined in the Financing Agreement) at a rate of either the LIBOR Rate (as defined in the Financing Agreement) plus 6.625% or a Reference Rate (as defined in the Financing Agreement) plus 5.625%, at our option. The amendment modified the covenant requiring us to maintain a Leverage Ratio (defined to mean the ratio of (a) the sum of indebtedness under the Term Loan and Credit Facility, capitalized leases and non-cash collateralized letters of credit to (b) consolidated EBITDA) of no greater than 3.00:1.00 for the four quarters ended June 30, 2018 through December 31, 2018, 2.50:1.00 for the four quarters ending March 31, 2019 through December 31, 2019, 2.25:1.00 for the four quarters ending March 31, 2020 through March 31, 2021, 2.00:1.00 for the four quarters ending June 30, 2021 through December 31, 2022, respectively, and thereafter declining to 1.50:1.00.

The maximum available credit under the Credit Facility is $22.5 million. There were no amounts outstanding under the Credit Facility as of June 30, 2018. We were in compliance with the Financing Agreement covenants as of June 30, 2018. We recorded $2.7 million and $5.0 million of interest expenses on the Term Loan for the three and six months ended June 30, 2018, respectively.