6.LONG-TERM DEBT

Long-term debt consists of the following:


	September 30, 2015		December 31, 2014
Revolver under new credit agreement, bearing interest ranging from 1.37% to 3.45%*	$	15,000	$	-
Term loan under new credit agreement, bearing interest ranging from 1.37% to 1.40%*		800,000		-
Revolver under prior credit agreement		-		680,000
Prior term loan agreement		-		660,000
2015 Notes, bearing interest at 6.22%		175,000		175,000
2016 Notes, bearing interest at 3.30%		100,000		100,000
2018 Notes, bearing interest at 4.00%		50,000		50,000
2019 Notes, bearing interest at 5.25%		175,000		175,000
2021 Notes, bearing interest at 4.64%		100,000		100,000
2022 Notes, bearing interest at 3.09%		125,000		-
2025 Notes, bearing interest at 3.41%		375,000		-
Tax-exempt bonds, bearing interest ranging from 0.05% to 0.19%*		31,430		31,430
Notes payable to sellers and other third parties, bearing interest at 2.5% to 10.9%*		12,286		8,135
		1,958,716		1,979,565
Less – current portion		(3,637)		(3,649)
Less – debt issuance costs		(8,225)		(4,764)
	$	1,946,854	$	1,971,152

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*Interest rates in the table above represent the range of interest rates incurred during the nine month period ended September 30, 2015.

New Revolving Credit and Term Loan Agreement

On January 26, 2015, the Company entered into a new revolving credit and term loan agreement (the “credit agreement”) with Bank of America, N.A., as Administrative Agent, and the other lenders from time to time party thereto (the “Lenders”), which refinanced and replaced the Company’s prior credit agreement and its prior term loan agreement. The credit agreement has a scheduled maturity date of January 24, 2020.

Pursuant to the credit agreement, the Lenders have committed to provide revolving advances up to an aggregate principal amount of $1,200,000 at any one time outstanding. The Lenders have also provided a term loan in an aggregate principal amount of $800,000. The Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that the aggregate principal amount of commitments and term loans never exceeds $2,300,000. For any such increase, the Company may ask one or more Lenders to increase their existing commitments or provide additional term loans and/or invite additional eligible lenders to become Lenders under the credit agreement. As part of the aggregate commitments under the facility, the credit agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $250,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $35,000 and the aggregate commitments.

Interest accrues on advances, at the Company’s option, at a LIBOR rate or a base rate plus an applicable margin for each interest period. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s consolidated leverage ratio. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.00% to 1.500% and the applicable margin for base rate loans and swing line loans ranges from 0.00% to 0.500%. The Company will also pay a fee based on its consolidated leverage ratio on the actual daily unused amount of the aggregate revolving commitments. The borrowings under the credit agreement are not collateralized. Proceeds of the borrowings under the credit agreement were used to refinance the prior credit agreement, which had a maturity of May 4, 2018, and the prior term loan agreement, which had a maturity of October 25, 2017, and will be used for general corporate purposes, including working capital, capital expenditures and permitted acquisitions.

The credit agreement contains representations, warranties, covenants and events of default, including a change of control event of default and limitations on incurrence of indebtedness and liens, limitations on new lines of business, mergers, transactions with affiliates and restrictive agreements. The credit agreement also includes covenants limiting, as of the last day of each fiscal quarter, (a) the ratio of the consolidated funded debt as of such date to the Consolidated EBITDA (as defined in the credit agreement), measured for the preceding 12 months, to not more than 3.50x (or 3.75x during material acquisition periods, subject to certain limitations) and (b) the ratio of Consolidated EBIT (as defined in the credit agreement) to consolidated interest expense, in each case, measured for the preceding 12 months, to not less than 2.75x. During the continuance of an event of default, the Lenders may take a number of actions, including declaring the entire amount then outstanding under the credit agreement due and payable.

Amendment No. 5 to Master Note Purchase Agreement

The Company and certain accredited institutional investors are parties to a Master Note Purchase Agreement, dated July 15, 2008, as amended (the “Master Note Agreement”). On February 20, 2015, the Company entered into Amendment No. 5 to Master Note Purchase Agreement, which (i) increases the aggregate amount of permitted investments in other lines of business under the Master Note Agreement from $50,000 to $100,000 and (ii) increases the limit on certain restricted payments under the Master Note Agreement, including dividends and share repurchases, in any fiscal year from $200,000 to $300,000 (which limit applies whenever the leverage ratio exceeds 3.0 to 1.0). The Company’s 2015 Notes, 2016 Notes, 2018 Notes, 2019 Notes and 2021 Notes were issued under the Master Note Agreement.

Third Supplement to Master Note Purchase Agreement

On June 11, 2015, the Company and certain accredited institutional investors entered into a Third Supplement to Master Note Purchase Agreement (the “Third Supplement”), pursuant to which, on August 20, 2015, the Company issued and sold to the investors in a private placement $500,000 of senior unsecured notes at fixed interest rates with interest payable in arrears semi-annually on February 20 and August 20 beginning on February 20, 2016. The Third Supplement was entered into pursuant to the terms and conditions of the Master Note Agreement.

The Company issued and sold the senior unsecured notes in two tranches: $125,000 of the senior unsecured notes will mature on August 20, 2022 with an annual interest rate of 3.09% (the “2022 Notes”); and $375,000 of the senior unsecured notes will mature on August 20, 2025 with an annual interest rate of 3.41% (the “2025 Notes”). The principal of the 2022 Notes and 2025 Notes is payable at the maturity of each respective note.

The 2022 Notes and 2025 Notes are unsecured obligations and rank pari passu with the existing notes outstanding under the Master Note Agreement and the obligations under the credit agreement. The Company used the proceeds from the sale of the 2022 Notes and 2025 Notes to reduce borrowings under its credit facility and for general corporate purposes, including acquisitions.

The 2022 Notes and 2025 Notes are subject to representations, warranties, covenants and events of default. Upon the occurrence of an event of default, payment of the 2022 Notes and 2025 Notes may be accelerated by the holders of the 2022 Notes and 2025 Notes. The 2022 Notes and 2025 Notes may also be prepaid by the Company at any time at par plus a make whole amount determined in respect of the remaining scheduled interest payments on the 2022 Notes and 2025 Notes, using a discount rate of the then current market standard for United States treasury bills plus 0.50%. In addition, the Company will be required to offer to prepay the 2022 Notes and 2025 Notes upon certain changes in control.

The Company may issue additional series of senior unsecured notes pursuant to the terms and conditions of the Master Note Agreement, provided that the purchasers of the outstanding notes, including the 2022 Notes and 2025 Notes, shall not have any obligation to purchase any additional notes issued pursuant to the Master Note Agreement and the aggregate principal amount of the outstanding notes and any additional notes issued pursuant to the Master Note Agreement shall not exceed $1,250,000. Following the issuance of the 2022 Notes and 2025 Notes, the Company had $1,100,000 of Notes outstanding under the Master Note Agreement.