LONG-TERM DEBT:

Credit Facilities

On May 27, 2014, the Company entered into Amendment No. 2 to the Senior Secured Syndicated Credit Facility Agreement (Amendment No. 2), dated October 1, 2012, as amended by Amendment No. 1, dated March 28, 2013, pursuant to which the Company's Senior Secured Syndicated Credit Facility Agreement was amended and restated (Amended and Restated Credit Agreement). The credit facilities under the Amended and Restated Credit Agreement are comprised of a $1,520.0 million United States term loan, an A$216.8 million (or $200.3 million at the exchange rate on May 27, 2014) Australian term loan and a $625.0 million revolving credit facility. Amendment No. 2 also extended the maturity date of each of the Company's credit facilities to May 31, 2019. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans.

The Amended and Restated Credit Agreement provides that borrowings under the revolving credit facility may be denominated in United States dollars, Australian dollars, Canadian dollars and Euros. At the Company's election, at the time of entering into specific borrowings, interest on borrowings is calculated under a "Base Rate" or "LIBOR/BBSW Rate." LIBOR is the London Interbank Offered Rate. BBSW is the Bank Bill Swap Reference Rate within Australia, which the Company believes is generally considered the Australian equivalent to LIBOR. The applicable borrowing spread for the Base Rate loans will initially be 0.75% over the base rate, and, following the Company's first quarterly compliance certificate will range from 0.0% to 1.0% depending upon the Company's total leverage ratio. The applicable borrowing spread for LIBOR/BBSW Rate loans, will initially be 1.75% over the LIBOR or BBSW, and, following the Company's first quarterly compliance certificate will range from 1.0% to 2.0% depending upon the Company's total leverage ratio.

In addition to paying interest on any outstanding borrowings under the Amended and Restated Credit Agreement, the Company is required to pay a commitment fee related to the unutilized portion of the commitments under the revolving credit facility. The commitment fee rate will initially be 0.3%, and, following the Company's first quarterly compliance certificate will range from 0.2% to 0.3% depending upon the Company's total leverage ratio.

In connection with the Amended and Restated Credit Agreement, the Company wrote-off $4.7 million of unamortized deferred financing fees and capitalized an additional $3.6 million of new fees. Deferred financing costs are amortized as additional interest expense over the terms of the related debt using the effective-interest method for the term loan debt and the straight-line method for the revolving credit facility.

During the three months ended June 30, 2014, the Company made prepayments on its United States term loan of $30.0 million and prepayments on the Australian term loan of A$12.0 million (or $11.3 million at the exchange rate on June 30, 2014). As of June 30, 2014, the Company had outstanding term loans of $1,490.0 million with an interest rate of 1.90% and A$204.8 million (or $193.0 million at the exchange rate on June 30, 2014) with an interest rate of 4.46%.

The United States dollar-denominated and Australian dollar-denominated term loans will amortize in quarterly installments commencing with the quarter ending September 30, 2015, with the remaining principal balance payable upon maturity, as set forth below (dollars in thousands):



	Quarterly Payment Date	Principal Amount of Each Quarterly Installment
United States:	September 30, 2015 through June 30, 2017	$	19,000
	September 30, 2017 through March 31, 2019	$	38,000
	Maturity date - May 31, 2019	$	1,072,000

Australia:	September 30, 2015 through June 30, 2017	A$	2,710
	September 30, 2017 through March 31, 2019	A$	5,420
	Maturity date - May 31, 2019	A$	145,180

The revolving credit facility under the Amended and Restated Credit Agreement includes sub-limits for revolving loans denominated in various currencies, including as of June 30, 2014 (a) up to $275.0 million under the United States dollar-denominated portion of the revolving credit facility, (b) up to $200.0 million under the Australian dollar-denominated portion of the revolving credit facility, (c) up to $100.0 million under the Canadian dollar-denominated portion of the revolving credit facility and (d) up to $50.0 million under the Euro-denominated portion of the revolving credit facility, with the ability to reallocate commitments among the sub-limits, provided that the total amount of all Australian dollar, Canadian dollar and Euro sub-limits cannot exceed US$400.0 million. In addition, the existing swingline credit facility portion of the revolving credit facility available under the United States dollar-denominated revolving credit facility increased from $30.0 million to $50.0 million.

The Amended and Restated Credit Agreement contains a number of customary affirmative and negative covenants, which are substantially consistent with the terms of the credit agreement prior to giving effect to Amendment No. 2 under the Amended and Restated Credit Agreement with respect to which the Company must maintain compliance. Those covenants, among other things, limit or prohibit the Company's ability, subject to certain exceptions, to incur additional indebtedness; create liens; make investments; pay dividends on capital stock or redeem, repurchase or retire capital stock; consolidate or merge or make acquisitions or dispose of assets; enter into sale and leaseback transactions; engage in any business unrelated to the business currently conducted by the Company; sell or issue capital stock of any of the Company's restricted subsidiaries; change the Company's fiscal year; enter into certain agreements containing negative pledges and upstream limitations and engage in certain transactions with affiliates. Under the Amended and Restated Credit Agreement, the Company may not have an interest coverage ratio less than 3.50 to 1.00 as of the last day of any fiscal quarter. Amendment No. 2 modified the leverage ratios. Under the Amended and Restated Credit Agreement, the Company may not exceed specified maximum total leverage ratios as described in the following table:



Period		Maximum Total Leverage Ratio
May 27, 2014 through June 30, 2015		4.25 to 1.00
July 1, 2015 through June 30, 2016		3.75 to 1.00
July 1, 2016 through May 31, 2019		3.50 to 1.00

As of June 30, 2014, the Company was in compliance with the covenants under the Amended and Restated Credit Agreement, including the maximum total leverage covenant noted above. As of June 30, 2014, the Company's usage under its $625.0 million revolving credit facility consisted of $44.4 million in borrowings, $3.0 million in letter of credit guarantees and $577.5 million of unused borrowing capacity. As of June 30, 2014, the Company had outstanding revolving loans of $11.0 million in United States dollar-denominated borrowings with an interest rate of 1.90%, A$15.0 million in Australian dollar-denominated borrowings (or $14.1 million at the exchange rate on June 30, 2014) with an interest rate of 6.47%, C$14.0 million in Canadian dollar-denominated borrowings (or $13.1 million at the exchange rate on June 30, 2014) with an interest rate of 2.99% and €4.5 million in Euro-denominated borrowings (or $6.2 million at the exchange rate on June 30, 2014) with an interest rate of 1.83%.