Long-term Debt



	March 31, 2016			December 31, 2015			November 30, 2015
	(In millions)
Term loan, bearing interest at variable rates (rate of 2.64% as of March 31, 2016), payable in quarterly installments of $1.3 million plus interest, maturing in May 2019	$	91.3		$	92.5		$	93.8
Unamortized deferred financing costs	(0.7		)	(0.7		)	(0.7		)
Total senior debt	90.6			91.8			93.1
Senior secured notes, bearing interest at 7.125% per annum, interest payments due in March and September, maturing in March 2021	460.0			460.0			460.0
Unamortized deferred financing costs	(10.0		)	(10.6		)	(10.6		)
Total senior secured notes	450.0			449.4			449.4
Convertible subordinated debentures, bearing interest at 2.25% per annum, interest payments due in May and November, maturing in November 2024	0.2			0.2			0.2
Convertible subordinated debentures, bearing interest at 4.0625% per annum, interest payments due in June and December, maturing in December 2039	84.6			84.6			84.6
Total convertible subordinated notes	84.8			84.8			84.8
Delayed draw term loan	—			13.0			13.0
Capital lease, payable in monthly installments, maturing in March 2017	0.2			0.3			0.4
Unamortized deferred financing costs	—			(0.3		)	(0.3		)
Total other debt	0.2			13.0			13.1
Total debt, net of deferred financing costs	625.6			639.0			640.4
Less: Amounts due within one year	(5.2		)	(5.3		)	(5.3		)
Total long-term debt, net of deferred financing costs	$	620.4		$	633.7		$	635.1

Senior Credit Facility

On May 30, 2014, the Company executed an amendment to its senior credit facility (the “Senior Credit Facility”) with the lenders identified therein and Wells Fargo Bank, National Association, as administrative agent. This amendment to the Senior Credit Facility replaces the Company’s prior credit facility and, among other things, (i) extends the maturity date to May 30, 2019 (which date may be accelerated in certain cases); and (ii) replaces the existing revolving credit facility and credit-linked facility with (x) a revolving credit facility in an aggregate principal amount of up to $200.0 million (with a $100.0 million subfacility for standby letters of credit and a $5.0 million subfacility for swingline loans) and (y) a term loan facility in an aggregate principal amount of up to $100.0 million. The term loan facility will amortize at a rate of 5.0% of the original principal amount per annum to be paid in equal quarterly installments with any remaining amounts due on the maturity date. Outstanding indebtedness under the Senior Credit Facility may be voluntarily prepaid at any time, in whole or in part, in general without premium or penalty.

The Company and the guarantors (collectively, the “Loan Parties”) guarantee the payment obligations of the Company under the Senior Credit Facility. Any borrowings are further secured by (i) certain equity interests owned or held by the Loan Parties and 65% of the voting stock (and 100% of the non-voting stock) of all present and future first-tier foreign subsidiaries of the Loan Parties; (ii) substantially all of the tangible and intangible personal property and assets of the Loan Parties; and (iii) certain real property owned by the Loan Parties located in Culpeper, Virginia, Redmond, Washington and Canoga Park, California. All of the Company’s other real property is excluded from collateralization under the Senior Credit Facility.

As of March 31, 2016, the Company had $44.1 million outstanding letters of credit under the $100.0 million subfacility for standby letters of credit and had $91.3 million outstanding under the term loan facility. As of December 31, 2015, the Company had $44.1 million outstanding letters of credit under the $100.0 million subfacility for standby letters of credit and had $92.5 million outstanding under the term loan facility.

In general, borrowings under the Senior Credit Facility bear interest at a rate equal to LIBOR plus 250 basis points (subject to downward adjustment based on the Company's corporate credit ratings and its leverage ratio), or the base rate as it is defined in the credit agreement governing the Senior Credit Facility. In addition, the Company is charged a commitment fee of 50 basis points per annum on unused amounts of the revolving credit facility (subject to downward adjustment based on the Company's corporate credit ratings and its leverage ratio) and 250 basis points per annum (subject to downward adjustment based on the Company's corporate credit ratings and its leverage ratio), along with a fronting fee of 25 basis points per annum, on the undrawn amount of all outstanding letters of credit.

The Company is subject to certain limitations including the ability to incur additional debt, make certain investments and acquisitions, and make certain restricted payments, including stock repurchases and dividends. The Senior Credit Facility includes events of default usual and customary for facilities of this nature, the occurrence of which could lead to an acceleration of the Company’s obligations thereunder. Additionally, the Senior Credit Facility includes certain financial covenants, including that the Company maintain (i) a maximum total leverage ratio, calculated net of cash up to a maximum of $150.0 million, 4.25 to 1.00 through fiscal periods ending December 31, 2017, and 4.00 to 1.00 thereafter; and (ii) a minimum interest coverage ratio of 2.40 to 1.00.



Financial Covenant	Actual Ratios as of March 31, 2016	Required Ratios
Interest coverage ratio, as defined under the Senior Credit Facility	5.19 to 1.00	Not less than: 2.40 to 1.00
Leverage ratio, as defined under the Senior Credit Facility	2.10 to 1.00	Not greater than: 4.25 to 1.00

The Company was in compliance with its financial and non-financial covenants as of March 31, 2016.

4.0625% Convertible Subordinated Debentures

As of March 31, 2016, the Company had $84.6 million outstanding principal of its 4¹/₁₆% Debentures, convertible into 9.4 million of shares of common stock.

Each holder may require the Company to repurchase all or part of its 4¹/₁₆% Debentures on December 31, 2019, 2024, 2029 and 2034 (each, an “optional repurchase date”) at an optional repurchase price equal to (1) 100% of their principal amount, plus (2) accrued and unpaid interest, if any, up to, but excluding, the date of repurchase. The Company may elect to pay the optional repurchase price in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s option, subject to certain conditions.

During fiscal 2015, $49.0 million of 4¹/₁₆% Debentures were converted to 5.5 million shares of common stock.

Delayed Draw Term Loan

During the first quarter of fiscal 2016, the Company retired the remaining principal amount of its delayed draw term loan.