6. Long-Term Debt

Long-term debt is summarized as follows (in thousands):

	September 30, 2013			December 31, 2012

Term loans	$	389,275		$	457,650
Less unamortized discount	(2,914		)	(3,732		)
Revolving loans	—			—
Subtotal	386,361			453,918
Less current portion	(34,335		)	(76,950		)

Long-term portion	$	352,026		$	376,968

Amended Credit Facility

In July 2011, we entered into a credit agreement that originally provided for $490 million of term loans (the “Term Loans”) and $120 million of revolving loans (the “Revolving Loans”). In March 2013, we and our lenders amended the credit agreement to (i) increase the maximum allowable consolidated leverage ratio covenants, (ii) reduce the minimum fixed charge coverage ratio covenants, (iii) reduce the Revolving Loans to a maximum of $50 million, (iv) increase the interest rate on our borrowings, (v) increase the scheduled quarterly principal payments, (vi) revise the mandatory excess cash flow (“ECF”) principal payments, (vii) require an additional $50 million principal payment (which was made in March 2013), and (viii) make certain other changes. The credit agreement, as amended in March 2013, is referred to herein as the “Amended Credit Facility.”

The Term Loans were fully funded at the July 2011 closing net of a 1.0% original issue discount. The Term Loans, as amended, mature in July 2018, bear interest at the greater of (i) LIBOR plus 6.0% or (ii) 7.25% per annum, payable not less frequently than each quarter, and require scheduled quarterly principal payments as follows:

Fiscal Quarter Ending	Minimum Quarterly Principal Payment (in thousands)
December 31, 2013	$	8,575
Each quarter thereafter	6,125

The Term Loans also require an annual principal payment based on a percentage of our ECF (as defined in the Amended Credit Facility) which at September 30, 2013 was estimated to be $7.4 million and is included in the current portion of long-term debt. The ECF principal payments are reduced by scheduled and voluntary principal payments and fluctuate based on our consolidated leverage ratio (as defined in the Amended Credit Facility) as follows:

Consolidated Leverage Ratio	ECF Prepayment as a Percentage of Consolidated EBITDA (as defined)
Greater than 3.00	75	%
2.25 to 3.00	50	%
1.25 to 2.25	25	%
Less than 1.25	0	%

The Revolving Loans mature in July 2016 and bear interest at the alternative base rate or LIBOR, plus the applicable margin for each rate that fluctuates with the consolidated leverage ratio. At September 30, 2013, we had $47.0 million of funds available under the Revolving Loans and $3.0 million of outstanding letters of credit issued under the credit facility. Letters of credit outstanding under the credit facility reduce the availability under the Revolving Loans. Our ability to borrow funds under the Revolving Loans is subject to maintaining compliance with the financial covenants discussed below. Thus, depending upon (i) how much room we have under our financial covenants at the time of the borrowing and, potentially (ii) whether or not the purpose for the borrowing would impact our consolidated EBITDA (as would be the case if we were to acquire another business), our ability to borrow against the Revolving Loans may be limited.

In connection with entering into the original credit facility in July 2011 we incurred debt issuance costs of $12.0 million. In connection with the March 2013 amendment, we incurred an additional $2.6 million of debt issuance costs. The debt issuance costs are being amortized to interest expense over the term of the credit facility and are expected to increase our effective borrowing rate by 0.58%. As a result of accelerating our expected principal payments on the Term Loans, including the $50 million prepayment made in March 2013, and reducing the maximum amount that may be borrowed against the revolving loans by $70 million, we wrote off $1.3 million of previously existing debt issuance costs and unamortized original issue discount to interest expense in March 2013. At September 30, 2013 our effective interest rate under the Term Loans, including the amortization of (i) debt issuance costs (ii) the original issue discount and (iii) other required fees, was approximately 8.1%.

The Amended Credit Facility contains financial covenants pertaining to (i) the maximum consolidated leverage ratio and (ii) the minimum fixed charge coverage ratio as follows:

Period	Maximum Allowable Consolidated Leverage Ratio	Minimum Allowable Consolidated Fixed Charge Coverage Ratio
March 8, 2013 to June 29, 2014	4.00 to 1.00	1.05 to 1.00
June 30, 2014 to June 29, 2015	3.50 to 1.00	1.10 to 1.00
June 30, 2015 and thereafter	3.25 to 1.00	1.10 to 1.00

At September 30, 2013, our consolidated leverage ratio and consolidated fixed charge coverage ratio were 3.08 to 1.00 and 2.16 to 1.00, respectively.

The Amended Credit Facility also contains a variety of customary restrictive covenants, such as limitations on borrowings and investments, and provides for customary events of default including a change in control (as defined in the Amended Credit Facility). The Amended Credit Facility restricts the payment of cash dividends and limits acquisitions, capital expenditures, share redemptions and repurchases. The Amended Credit Facility is guaranteed by all of our domestic subsidiaries and is collateralized by a first priority lien on substantially all of our assets. At September 30, 2013, we were in compliance with the financial and nonfinancial covenants of our Amended Credit Facility.

As discussed in Note 1, the pending merger transaction with ER contemplates retiring all of our outstanding debt with the proceeds from the transaction.