Note 8. Debt

Debt consisted of the following:


	September 30, 2015		December 31, 2014
Senior Secured Credit Facility:
Revolving Commitments	$	45,000	$	—
Term A-2 Loans		248,750		507,250
Notes		250,000		—

Total principal outstanding		543,750		507,250

Less: unamortized debt issuance costs
Term A-2 Loans		2,791		6,612
Notes		3,633		—

Total unamortized debt issuance costs		6,424		6,612

Debt less unamortized debt issuance costs		537,326		500,638
Less: current portion		4,944		15,544

Debt – long term	$	532,382	$	485,094

Senior Secured Credit Facility

On June 9, 2015, the Company together with certain of its domestic subsidiaries acting as guarantors entered into Amendment No. 4 (“Amendment”) to the senior secured credit agreement, as amended and restated. The Amendment (i) replaced existing Term A-1 Loans with new Term A-2 Loans (“Term A-2 Loans”) in an aggregate principal amount of $250 million, which was fully drawn on June 9, 2015 (“Closing Date”), (ii) rolled over the existing revolving credit commitments into a like principal amount of revolving commitments in an aggregate principal amount of $200 million, none of which was drawn on the Closing Date, and (iii) increased the existing revolving commitments by an aggregate principal amount of $50 million for a total of $250 million (“Revolving Commitments”), none of which was drawn on the Closing Date. The Company refers to the Term A-2 Loans and Revolving Commitments collectively as the “Senior Secured Credit Facility.”

The maturity date of all Term A-2 Loans is June 9, 2020. The principal amount of the Term A-2 Loans amortizes in quarterly installments equal to (i) for the first two years after the closing of the Amendment, approximately 2% of the original principal amount of the Term A-2 Loans and (ii) for the next three years thereafter, approximately 4% of the original principal amount of the Term A-2 Loans, with the balance payable at maturity. The termination date of all commitments under the Amended Credit Agreement, including the Revolving Commitments, is June 9, 2020. The Term A-2 Loans and the Revolving Commitments will, at the option of the Company, bear interest at the Eurodollar Rate (as defined in the Amended Credit Agreement) plus 1.50% or the Base Rate (as defined in the Amended Credit Agreement) plus 0.50%, as applicable, with the possibility of adjustments to the applicable interest rates based on fluctuations in specified first lien net leverage ratios. The annual interest rate on the Term A-2 Loans at September 30, 2015 was 1.69%.

In the third quarter of 2015, the Company borrowed $45.0 million under the Revolving Commitments. The annual interest rate on the Revolving Commitments at September 30, 2015 was 1.69%. The Company borrowed an additional $10.0 million under the Revolving Commitments on October 1, 2015.

Amortization of debt issuance costs was $0.4 million and $1.6 million in the three and nine months ended September 30, 2015 and $0.7 million and $2.0 million in the three and nine months ended September 30, 2014, respectively. The Company paid interest of $1.4 million and $8.4 million in the three and nine months ended September 30, 2015 and $3.8 million and $11.7 million in the three and nine months ended September 30, 2014, respectively.

Future minimum payments for the Term A-2 Loans are as follows for the years ended December 31 (in thousands):


2015 (remaining)	$	1,250
2016		5,000
2017		7,500
2018		10,000
2019		10,000
2020		215,000

Total principal payments	$	248,750

Notes

On June 9, 2015, the Company entered into an indenture relating to the issuance of $250 million aggregate principal amount of senior notes due 2023 at an issue price of 100% (“Notes”). The Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by the Company and certain of its domestic subsidiaries acting as guarantors. The Notes bear interest at a rate of 5.625%, pay interest semi-annually in cash in arrears on June 15 and December 15 of each year beginning on December 15, 2015, and mature on June 15, 2023.

The terms of the indenture, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness; (ii) create liens on assets securing indebtedness; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) merge, amalgamate or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vi) enter into transactions with affiliates; (vii) sell or transfer certain assets; and (viii) agree to certain restrictions on the ability of restricted subsidiaries to make payments to us. These covenants are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture.

The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include payment defaults, a failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture.

Debt Refinancing

The Company used the proceeds from the offering of the Notes, together with borrowings under the Term A-2 Loans and cash on hand, to prepay and terminate the existing Term A-1 Loans and to pay related fees and expenses. The Company evaluated each investor of the Term A-1 Loans that reinvested in the Term A-2 Loans and/or the Notes. If the change in the present value of future cash flows between the investments was more than 10%, the debt refinancing with the investor was accounted for as a debt extinguishment and a loss on extinguishment was recorded equal to the difference between the fair value of the new debt and the carrying value of the extinguished debt. If the change in the present value of future cash flows between the investments was less than 10%, the debt refinancing with the investor was accounted for as a debt modification for which the Company expensed debt issuance costs paid to third parties and determined a new effective interest rate. In addition, debt issuance costs related to the Revolving Commitments were deferred and amortized over the extended term since the borrowing capacity of the new arrangement was greater than the borrowing capacity of the old arrangement. Extinguishment accounting was applied for creditors not involved in the revolving commitment facility after the Amendment. As a result, the Company recorded $4.8 million in debt extinguishment costs, comprised of a $3.7 million loss on debt extinguishment and $1.1 million of debt modification expense.

At September 30, 2015, the Company had $9.3 million of debt issuance costs capitalized, of which $2.8 million related to the Term A-2 Loans and $3.6 million related to the Notes and were recorded as a deduction from the carrying amount of the debt. Furthermore, $2.9 million related to the Revolving Commitments and was recorded in Other non-current assets. These amounts are being amortized into interest expense over the term of the Senior Secured Credit Facility and Notes using the effective interest method.