10.

Credit Agreement

May 2013,

we entered into the Credit Agreement with certain lenders and Citibank, N.A. as administrative agent. The Credit Agreement originally provided for an initial

$500

million

five

-year revolving credit facility maturing on

May 3, 2018.

December 19, 2017,

the Company entered into an amendment to the Credit Agreement, which, among other things, extended the maturity of its then existing revolving credit facility by

five

years to

December 2022.

The availability of funds under the amended revolving credit facility includes sublimits for (a) up to

$50

million for the issuance of letters of credit and (b) up to

$25

million for swingline loans. In addition, the Company

may

increase the commitments under its revolving credit facility and/or add

one

or more incremental term loan facilities, provided that such incremental facilities do

not

exceed in the aggregate the sum of (i) the greater of

$120

million and

100%

of Consolidated EBITDA (as defined in the Credit Agreement) and (ii) an additional amount so long as our

first

lien leverage ratio (as defined in the Credit Agreement) on a pro forma basis is

not

greater than

3.00:1.00,

subject to obtaining commitments from lenders therefor and meeting certain other conditions.

During the year ended

December 31, 2018,

principal payments were made against the Company’s then existing revolving credit facility. As of

December 31, 2018,

the outstanding principal balance under the amended revolving credit facility was

$240.0

million.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at the Company’s election (except with respect to swingline borrowings, which will accrue interest based only at the base rate), either:

a base rate determined by reference to the greatest of (a) the prime or base commercial lending rate of the administrative agent as in effect on the relevant date, (b) the federal funds effective rate plus

0.50%

and (c) the

one

-month LIBO Rate plus

1.00%,

plus

an interest margin ranging from

0.50%

1.00%

based on the Company’s consolidated leverage ratio for the applicable period; or

an adjusted LIBO Rate, equal to the LIBO Rate for the applicable interest period multiplied by the statutory reserve rate (equal to (

)

one

divided by (y)

one

minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) established by the Board of Governors of the Federal Reserve System of the United States),

plus

an interest margin ranging from

1.50%

2.00%

based on the Company’s consolidated leverage ratio for the applicable period.

In addition to paying interest on the outstanding principal, the Company is required to pay unused commitment fees on the revolving credit facility during the term of the Credit Agreement ranging from

0.375%

0.250%

per annum based on the Company’s consolidated leverage ratio and letter of credit fees equal to

0.125%

per annum on the aggregate face amount of each letter of credit, as well as customary agency fees.

The Company’s obligations under the Credit Agreement are secured, subject to certain customary carve-outs and exceptions, by a

first

priority lien and security interest in substantially all tangible and intangible assets of the Company and certain subsidiaries of the Company. The Credit Agreement contains certain restrictive covenants, which affect, among other things, the ability of the Company and its subsidiaries to incur indebtedness, create liens, make investments, sell or otherwise dispose of assets, engage in mergers or consolidations with other entities, and pay dividends or repurchase stock. The Company is also required to comply, on a quarterly basis, with

two

financial covenants: (i) a minimum interest coverage ratio of

3:00:1:00,

and (ii) a maximum consolidated leverage ratio of

4.75:1.00

through

December 2019

and

4.25:1.00

from and after

January 2020.

The consolidated leverage ratio is subject to a step-up to

5.25:1.00

for

four

full consecutive fiscal quarters following a permitted acquisition or similar investment. As of

December 31, 2018,

the Company was in compliance with all terms of the Credit Agreement.

Interest expense and the commitment fees on the unused portion of the Company’s revolving credit facility are as follows

(in thousands

	Years ended December 31,
	2018		2017		2016
Interest expense	$	9,294	$	7,170	$	4,837
Commitment fees		1,189		1,359		1,518

The Company deferred

$2.3

million of financing fees associated with the amendment. At

December 31, 2018

and

2017,

the unamortized balance of deferred financing costs was

$2.2

million and

$2.8

million, respectively. The Company amortized deferred financing costs of

$0.6

million,

$2.3

million and

$2.1

million in the years ended

December 31, 2018,

2017

and

2016.

As part of a contractual agreement with a customer, the Company has an outstanding irrevocable letter of credit for

$6.5

million, which is issued against its revolving credit facility and expires

June 30, 2019.