10.	Long-Term Debt

Long-term debt at

December

31,

2018

and

2017

consists of the following (in thousands):

	2018			2017

Term loan agreement, maturing May 2020, terminated June 2018, effective interest rate of 12.2%	$	-		$	193,177
Line of credit, maturing March 2020, terminated June 2018		-			29,333
Term loan agreement, interest rate of 4.8% at December 31, 2018, maturing June 2023		195,000			-
Revenue equipment installment notes with finance companies, weighted average interest rate of 5.0% and 4.7% at December 31, 2018 and 2017, due in monthly installments with final maturities at various dates through December 2025, secured by related revenue equipment with a net book value of $197.1 million and $315.7 million in December 2018 and 2017		184,867			310,850
Note payable to limited liability company owned in part by certain officers of the Company, interest rate of 13.0% at December 31, 2017, maturing November 2020, terminated June 2018		-			25,516
Mortgage note payables, interest rates ranging from 5.25% to 6.99% at December 31, 2018 2017 due in monthly installments with final maturities as various dates through September 2031, secured by real estate with a net book value of $24.1 million and $24.7 million at December 2018 and 2017		18,861			20,033
Capital lease obligations, maturing at various dates through April 2024		20,313			27,761
Other		6,872			6,134
		425,913			612,804
Less: Unamortized discount and debt issuance costs		(1,347	)		(7,266	)
Less: Current maturities of long-term debt		(113,094	)		(132,332	)
	$	311,472		$	473,206

New Credit Facility

June 2018,

we entered into a new credit facility (the “Credit Facility”) that contains a

$150.0

million revolving component (the “Revolving Facility”) and a

$200.0

million term loan component (the “Term Facility”). The Credit Facility contains an accordion feature that, so long as

event of default exists, allows us to request an increase in the borrowing amounts under the Revolving Facility or the Term Facility by a combined maximum amount of

$75.0

million. Borrowings under the Credit Facility are classified as either “base rate loans” or “Eurodollar rate loans.” Base rate loans accrue interest at a base rate equal to the agent’s prime rate plus an applicable margin that was set at

1.25%

through

September 30, 2018

and adjusted quarterly thereafter between

0.75%

and

1.50%

based on our consolidated net leverage ratio. Eurodollar rate loans will accrue interest at London Interbank Offered Rate, or a comparable or successor rate approved by the administrative agent, plus an applicable margin that was set at

2.25%

through

September 30, 2018

and adjusted quarterly thereafter between

1.75%

and

2.50%

based on our consolidated net leverage ratio. The Credit Facility requires payment of a commitment fee on the unused portion of the Revolving Facility commitment of between

0.25%

and

0.35%

based on our consolidated net leverage ratio. In addition, the Revolving Facility includes, within its

$150.0

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

$75.0

million and a swingline sub facility in an aggregate amount of

$15.0

million. The Term Facility has scheduled quarterly principal payments between

1.25%

and

2.50%

of the original face amount of the Term Facility plus any additional amount borrowed pursuant to the accordion feature of the Term Facility, with the

first

such payment occurring on the last day of our fiscal quarter ending

September 30, 2018.

The Credit Facility will mature on

June 18, 2023.

Borrowings under the Credit Facility are prepayable at any time without premium and are subject to mandatory prepayment from the net proceeds of certain asset sales and other borrowings. The Credit Facility is secured by a pledge of substantially all of our assets, excluding, among other things, certain real estate and revenue equipment financed outside the Credit Facility.

The Credit Facility contains restrictive covenants including, among other things, restrictions on our ability to incur additional indebtedness or issue guarantees, to create liens on our assets, to make distributions on or redeem equity interests, to make investments, to transfer or sell properties or other assets and to engage in mergers, consolidations, or acquisitions. In addition, the Credit Facility requires us to meet specified financial ratios and tests, including a maximum leverage ratio and a minimum interest coverage ratio.

December 31, 2018,

the Revolving Facility had issued collateralized letters of credit in the face amount of

$31.7

million, with

borrowings outstanding and

$118.3

million available to borrow and the Term Facility had

$195.0

million outstanding.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility

may

be accelerated, and the Lenders’ commitments

may

be terminated. At

December 31, 2018,

the Company was in compliance with all financial covenants prescribed by the Credit Facility.

Old Term Loan Agreement

December 31, 2017,

the Company had an outstanding term loan in the amount of

$193.2

million. The term loan had scheduled quarterly principal payments of

$0.7

million, with the final payment of all then-outstanding principal at maturity. The term loan bore interest, at a rate equal to LIBOR plus an applicable margin ranging from

10.0%

11.5%,

subject to a LIBOR floor. The effective interest rate for the term loan at

December 31, 2017

was

12.2%,

including the effect of original issue discount as discussed below.

During

2016,

we incurred fees and prepayment costs associated with an amendment of

$3.7

million, of which

$2.7

million was charged to interest expense with the remaining

$1.0

million recorded as deferred financing costs. During

2017,

we incurred fees associated with amendments in the amount of

$5.5

million, of which

$4.1

million was recorded as deferred financing costs and

$1.4

million in

third

party fees charged to interest expense.

Original issue discount was recorded as an offset to long-term debt and was amortized over the term of the respective obligation using the effective interest method. Unamortized original issue discount was

$0.8

million as of

December

31,

2017.

Associated amortization expense was

$0.1

million,

$0.4

million and

$0.6

million in

2018,

2017

and

2016,

respectively.

June 2018,

the Company repaid this term loan with proceeds from the offering and incurred a loss on early extinguishment of debt. The loss resulted from the write-off of unamortized discount and debt issuance costs of

$0.6

million and

$5.3

million, respectively, payment of fees to lenders of

$1.4

million and

third

party fees of

$0.1

million.

Old Line of Credit

December 31, 2017,

the Company had

$29.3

million outstanding on its

$155

million senior secured revolving credit facility. The revolving facility was secured by a

first

lien on the Company’s trade accounts receivable and certain related assets and a

second

lien on substantially all other assets other than assets securing other debt. The facility bore interest dependent on the excess availability on the facility at the base rate, as defined, plus an applicable margin of

0.75%

1.50%

or LIBOR plus an applicable margin of

1.75%

2.50%.

December 31, 2017,

the interest rate on the facility was LIBOR plus

2.0%.

During

2017,

the Company paid

$0.3

million in lender amendment and legal fees..

June 2018,

in connection with the offering and entering into the New Credit Facility, the Company repaid and terminated this revolving credit facility and incurred a loss on early extinguishment of debt. The loss resulted from the write-off of debt issuance costs of

$0.2

million and payment of fees to lenders of

$0.1

million.

Debt Maturities

As of

December

31,

2018,

the scheduled principal payments of long-term debt, excluding unamortized discount and debt issuance costs and capital leases are as follows (in thousands):

2019	$	106,383
2020		27,960
2021		26,938
2022		47,021
2023		178,888
Thereafter		18,410
	$	405,600