NOTE O - LONG-TERM DEBT

Long-term debt as of December 31 was as follows:

(in thousands)	2014			(As Restated) 2013
Revolving credit facility	$	70,000		$	25,000
Term loan	213,750			222,188
7 1/8 % senior notes due 2018	200,000			200,000
Seller notes	26,624			21,072
Financing obligations and other	19,918			20,225

Total debt before unamortized discount	530,292			488,485
Unamortized discount	(1,308		)	(939		)

Total debt	$	528,984		$	487,546

Reported as:
Current portion of long-term debt	$	26,852		$	17,728
Long-term debt, less current portion	502,132			469,818

Total debt	$	528,984		$	487,546

Refinancing and Amendments

Refer to the Debt Related Subsequent Events section below for disclosure of covenant violations, amendments and waivers related thereto and refinancing of the senior notes occurring subsequent to December 31, 2014.

Credit Agreement - Revolving Credit Facility and Term Loan

During the second quarter of 2013, the Company refinanced its bank credit facilities through a five year credit agreement dated as of June 17, 2013 (as amended from time to time, the “Credit Agreement”) that increased its senior secured facilities to an aggregate principal amount of up to $425.0 million from $400.0 million previously. The Credit Agreement includes a $200.0 million revolving credit facility and a $225.0 million term loan facility both of which mature on June 17, 2018 and are subject to a leveraged-based pricing grid in which the applicable interest rate is dependent on the Company’s leverage ratio. As of December 31, 2014, the interest rate on the revolving and term loan facilities was 2.17% based on a LIBOR rate of 0.17% and the applicable margin of 2.00%. Subject to certain exceptions, the facilities under the Credit Agreement are senior obligations and are secured by first priority perfected liens and security interests in substantially all of the Company’s personal property and each subsidiary guarantor.

In conjunction with the 2013 refinancing, the Company incurred a pre-tax non-cash charge of approximately $6.6 million during the second quarter of 2013 related to the write-off of existing debt issuance costs associated with its previous credit agreement. No prepayment penalties were incurred.

The Company had approximately $126.4 million and $171.4 million available under the revolving credit facility as of December 31, 2014 and 2013, respectively. The amounts outstanding under the revolving credit facility were $70.0 million and $25.0 million of borrowings as of December 31, 2014 and 2013, respectively, and outstanding standby letters of credit of approximately $3.6 million as of both dates.

The amount outstanding under the term loan facility was approximately $213.8 million as of December 31, 2014. Commencing September 30, 2013 throughout the life of the term loan facility, quarterly principal payments are required. The amount of the required quarterly principal payments begins at of 0.625% of the initial $225 million borrowed and then escalates to 1.25% on September 30, 2014, to 1.875% on September 30, 2015, to 2.5% on September 30, 2016, and 3.75% on September 30, 2017. A final principal installment of approximately $143.4 million is due at maturity in June 2018. From time to time, mandatory prepayments may be required as a result of the incurrence of certain types of debt, certain asset sales, or other events as defined in the Credit Agreement. No such mandatory prepayments were required during 2014 and 2013.

The Company incurs an unused commitment fee on the amount of unused commitments under the Credit Agreement in the amount of 0.375% based on average quarterly utilization.

The unamortized loan discount is being recorded as additional interest expense on a quarterly basis over the term of the credit agreement.

7 1/8% Senior Notes due 2018

The 71/8 % Senior Notes (the “Senior Notes”) are scheduled to mature on November 15, 2018. The Senior Notes are senior unsecured indebtedness. Interest is payable on the Senior Notes semi-annually on May 15 and November 15 of each year.

Subsequent to November 15, 2014, the Company may redeem all or a part of the Senior Notes at the redemption price of 103.6% of the outstanding principal. On or after November 15, 2015, the redemption price is reduced to 101.8% of outstanding principal and after November 15, 2016, the Senior Notes are callable at par. See the “Debt Related Subsequent Event” section below for information on the Company’s refinance of this indebtedness subsequent to December 31, 2014.

Subsidiary Guarantees

The obligations under the Credit Agreement and the Senior Notes are guaranteed by the Company’s material domestic subsidiaries, which incorporates subsidiaries that both make up no less than 90% of the Company’s total net revenues and make up no less than 90% of the total assets of the Company. Separate condensed consolidating information is not included as the parent company does not have independent assets or operations, and the guarantees are full and unconditional and joint and several.

Seller Notes

The Company typically issues subordinated promissory notes (“Seller Notes”) as a part of the consideration transferred when making acquisitions. The Seller Notes are non-collateralized and net of unamortized discount of $1.3 million and $0.9 million as of December 31, 2014 and 2013, respectively. In accordance with ASC 805, Accounting for Business Combinations, the Company has measured these instruments at estimated fair value as of their respective acquisition dates. The stated interest rates on these instruments range from 2.00% to 4.00% while the effective interest rate is 6.50%. Principal and interest are payable in either monthly, quarterly or annual installments and mature through November 2018.

The Company estimates fair value of the Seller Notes with a discounted cash flow model using unobservable rates and has determined these represent Level 3 measurements.

Financing Obligations and Other

Financing obligations relate to agreements when the Company is deemed the owner of the leased building, typically due to significant involvement during the construction period, and which do not qualify for de-recognition under the sale-leaseback accounting guidance due to one or more prohibited forms of continuing involvement in the property. Such forms of continuing involvement include the Company paying for a more than insignificant portion of project construction costs, the Company providing a security interest in the tenant’s personal property located at the premises, and/or the Company having renewal options for a term that comprises 90% or more of the remaining economic life of the property at a price other than estimated fair value. These liabilities have remaining terms ranging from 1 to 20 years with an average inherent interest rate of approximately 13%. Other obligations include equipment under capital leases. See “Note N - Leases” for certain additional information.

Following are the aggregate contractual payments associated with the financing obligations over the next 5 years and thereafter, which include principal and interest. Included in these amounts are optional renewal periods for which management believes it will exercise its rights to renew, as well as the final non-monetary payment made with the return of the property at the end of the financing term:

(in thousands)	December 31,
2015	$	3,059
2016	3,041
2017	4,290
2018	3,281
2019	4,891
Thereafter	21,107
Total	$	39,669

Interest Expense, Net

Interest expense for all instruments is recognized within “Interest expense, net” on the Company’s consolidated statements of operations and comprehensive (loss) income. Immaterial amounts of interest income are also recognized within this caption.

Debt Covenants as of December 31, 2014

As of December 31, 2014, the terms of the Credit Agreement and the Indenture associated with the Senior Notes dated as of November 2, 2010 (as amended and supplemented from time to time, the “Indenture”) governing the Senior Notes limited the Company’s ability to, among other things, purchase capital assets, incur additional indebtedness, create liens, pay dividends on or redeem capital stock, make certain investments, make restricted payments, make certain dispositions of assets, engage in transactions with affiliates, engage in certain business activities, and engage in mergers, consolidations and certain sales of assets. The Credit Agreement required compliance with various covenants, including but not limited to (i) quarterly and annual financial reporting requirements, (ii) minimum consolidated interest coverage ratio of 3.50:1.00 and (iii) maximum net leverage ratio of 4.00:1.00. As discussed below, effective August 1, 2016, the leverage ratio covenant and the interest coverage ratio covenant were eliminated for fiscal periods ended prior to June 30, 2016. Accordingly, these two covenants were not evaluated as of December 31, 2014. The Senior Notes required compliance with various covenants, including but not limited to quarterly and annual financial reporting requirements. The Senior Notes also included certain cross default provisions.

In December 2014, the Company was not in compliance with certain financial reporting requirements under these debt agreements. On December 12, 2014, the Company entered into an agreement relating to its Credit Agreement to, among other things, waive any default or event of default under the Credit Agreement arising from the Company’s failure to deliver certain financial information and other materials for the period ended September 30, 2014. This waiver was in effect until the close of business on January 15, 2015. The Company has since concluded that it was not in compliance with certain representations and warranties in the Credit Agreement at December 31, 2014 due to the materiality of the restatement impacts on certain prior annual periods. See the Debt Related Subsequent Events section below for information regarding subsequent amendments and waivers.

Maturities of long-term debt at December 31, 2014 and the years thereafter are as follows:

(in thousands)	December 31,
2015	$	26,886
2016	31,044
2017	34,439
2018	424,574
2019	4,341
Thereafter	9,008
Total debt before unamortized discount	530,292
Unamortized discount	(1,308		)
Total long-term debt	$	528,984

Debt Related Subsequent Events

Subsequent covenant violations and amendments and waivers related thereto to Credit Agreement and Indenture

Subsequent to December 31, 2014, the Company entered into seven agreements relating to its Credit Agreement that waived certain actual and potential defaults and events of default and amended various covenants and other provisions. Among other things, these waivers and amendments:

waived the failure to timely deliver financial statements and certain related materials, including certificates demonstrating compliance by the Company with the financial covenants under the Credit Agreement (as modified and waived from time to time), for the following fiscal periods:

Waiver No. 2 dated January 14, 2015 - fiscal period ended September 30, 2014;

Waiver No. 3 dated March 17, 2015 - fiscal periods ended September 30, 2014, December 31, 2014, and March 31, 2015;

First Amendment and Waiver dated June 19, 2015 - fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, and June 30, 2015;

Second Amendment and Waiver dated September 11, 2015 - fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, and June 30, 2015;

Third Amendment and Waiver dated November 13, 2015 (the “Third Amendment”) - fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, and September 30, 2015;

Fourth Amendment and Waiver dated February 10, 2016 (the “Fourth Amendment”) - fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, and December 31, 2015; and

Fifth Amendment and Waiver dated July 15, 2016 and effective August 1, 2016 (the “Fifth Amendment”) - fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, December 31, 2015 and March 31, 2016.

under the Fifth Amendment, extended the deadline to August 15, 2017 for delivering financial statements and certain related materials for the fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, December 31, 2015 and December 31, 2016;

under the Third Amendment, waived compliance with the leverage ratio covenant as of September 30, 2015;

under the Fifth Amendment, waived compliance with the leverage ratio covenant as of March 31, 2016;

under the Fifth Amendment, reduced the lenders’ aggregate revolving commitments from $200.0 million to $118.3 million, subject to potential further mandatory reductions in connection with the receipt of certain federal income tax refunds as described below in the section “Credit Agreement, as Amended to Date”;

under the Fifth Amendment, added temporary quarterly limitations on the amounts available for borrowing under the revolving credit facility ranging from $10.7 million to $20.7 million less than the aggregate revolving commitments in effect from time to time, depending on the fiscal quarter, as described below in the section “Credit Agreement, as Amended to Date”;

under the Fourth Amendment, increased the interest rate margins for borrowings based on LIBOR from 2.00% to 3.00% per annum and for borrowings based on the base rate from 1.00% to 2.00% per annum;

under the Fifth Amendment, further increased the interest rate margins for borrowings based on LIBOR from 3.00% to 4.75% per annum and for borrowings based on the base rate from 2.00% to 3.75% per annum, subject in each case to certain further adjustments as described below in the section “Credit Agreement, as Amended to Date”;

under the Fourth Amendment, eliminated the leverage ratio covenant for fiscal periods ended prior to March 31, 2016 and increased the permitted maximum leverage ratio as of the end of the fiscal quarter ended March 31, 2016 and subsequent fiscal quarters, as described below:

4.35 to 1.00 as of the last day of the fiscal quarter ended March 31, 2016;

4.50 to 1.00 as of the last day of the fiscal quarters ending June 30, 2016;

4.20 to 1.00 as of the last day of the fiscal quarter ending September 30, 2016;

4.10 to 1.00 as of the last day of the fiscal quarter ending December 31, 2016; and

4.00 to 1.00 as of the last day of each fiscal quarter thereafter; and

under the Fifth Amendment, the parties amended and restated the financial covenants in their entirety to remove the financial ratio requirements for periods prior to the quarter ending June 30, 2016 and to set new ratio requirements for periods commencing with the second quarter 2016. The new covenant requirements for June 30, 2016 and future periods are discussed below.

Subsequent to December 31, 2014, the Company also entered into two supplemental indentures relating to the Indenture. Among other things, these supplemental indentures:

waived certain actual and potential defaults and events of default relating to the failure to timely deliver certain historical financial information and other materials, and amended the financial reporting covenants to delay the required delivery of certain financial information and other materials, in each case until November 16, 2015 under the Fourth Supplemental Indenture dated as of July 9, 2015, and until August 31, 2016 under the Fifth Supplemental Indenture dated as of December 11, 2015 (the “Fifth Supplemental Indenture”);

under the Fifth Supplemental Indenture, increased the interest rate on the Senior Notes to 9.125% per annum effective as of November 15, 2015, and to 10.625% per annum effective as of May 15, 2016; and

under the Fifth Supplemental Indenture, limited the ability of the Company to incur certain secured indebtedness to an amount not to exceed $375.0 million.

In securing these amendments and waivers relating to the Credit Agreement and the Indenture, the Company paid $6.1 million of fees in 2015 and $10.4 million of fees in 2016 to the respective lenders and Senior Note holders. Included in these amounts, the Company paid $1.7 million in 2015 and $4.1 million in 2016 to obtain the amendments and waivers relating to the Credit Agreement. The remaining $4.4 million of fees paid in 2015 and $6.3 million of fees paid 2016 related to the supplemental indentures under the Indenture. In addition to fees paid to holders of its debt, the Company paid legal and professional fees in connection with these amendments and waivers of $1.7 million in 2015 and $8.0 million in 2016.

Subsequent Refinancing of Senior Notes

On August 1, 2016, the Company took a number of actions to amend and refinance its debt, including (i) causing the Fifth Amendment to the Credit Agreement discussed above to become effective, (ii) entering into a new Term B Credit Agreement (as defined below) providing for a new $280 million senior unsecured term loan facility and (iii) issuing a notification of redemption to the holders of the Senior Notes. On August 31, 2016, the Company used approximately $205.3 million of the proceeds from the Term B Credit Agreement and from existing cash on hand to redeem all of the Senior Notes and satisfy and discharge the Indenture, approximately $81.0 million to pay down the revolving credit facility under the Credit Agreement, approximately $7.9 million to pay Term B issuance costs and bank consent fees, and approximately $1.9 million to pay related legal and professional fees. The Company’s Credit Agreements, after giving effect to such refinancing activities are described in more detail below.

Credit Agreement, as Amended to Date as of August 1, 2016

The Credit Agreement (giving effect to all amendments and waivers to date, including the Fifth Amendment) provides for (i) a revolving credit facility with aggregate revolving commitments of $118.3 million as of December 31, 2016 (subject to the mandatory commitment reductions and usage limitations described below) that matures in June 2018, and (ii) a $225 million term loan facility due in quarterly principal installments ranging from 0.625% to 3.750% of the initial $225 million and in a final principal installment of approximately $143.4 million at maturity in June 2018.

If the Company receives certain federal income tax refunds in respect of tax year 2015 or earlier, then 50% of the Company’s net cash proceeds in respect of those refunds will be applied as a further permanent reduction of the aggregate revolving commitments under the Credit Agreement, except that in no event shall the commitment be reduced to less than $108.0 million as a result of such refunds.

Until such time as (a) the Company has achieved a leverage ratio (as described below) for the Company’s then most recently ended fiscal quarter, of less than or equal to 4.00 to 1.00, and (b) the Company has delivered financial statements and certain related materials for the fiscal periods ended September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, December 31, 2015 and December 31, 2016 (the “Required Financial Information”), the amount that the Company can borrow under the Credit Agreement in the form of revolving loans, swing line loans and/or letters of credit is reduced by amounts ranging between $10.7 million and $20.7 million less than the aggregate revolving commitments in effect from time to time, depending on the fiscal quarter.

Borrowings under the Credit Agreement now bear interest at a variable rate per annum equal to (i) LIBOR plus 4.75%, or (ii) the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus 3.75%, in each case through December 31, 2016. Pursuant to the Fifth Amendment, effective January 1, 2017, each such margin increased by 0.50% per annum, thus increasing the margin for borrowings based on LIBOR to 5.25% per annum and the margin for borrowings based on the base rate to 4.25% per annum. If the Company fails to deliver the Required Financial Information on or before June 30, 2017, then the applicable interest rate for loans under the Credit Agreement will increase by an additional 0.50% per annum, effective July 1, 2017. Upon (a) the Company delivering the Required Financial Information and (b) the Company achieving a leverage ratio (as described below), for the Company’s then most recently ended fiscal quarter, of less than or equal to 4.00 to 1.00, the margin for borrowings based on LIBOR will decrease to 4.00% per annum and the margin for borrowings based on the base rate will decrease to 3.00% per annum.

The Credit Agreement contains various restrictions and covenants, including requirements that the Company maintain certain financial ratios at prescribed levels (as described below) and restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions, make investments and pay dividends and other distributions.

The Credit Agreement requires the Company to maintain a maximum consolidated leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (“EBITDA”) as of the end of any period of four consecutive fiscal quarters, as follows:

5.00 to 1.00 as of the last day of the fiscal quarter ended June 30, 2016;

5.75 to 1.00 as of the last day of the fiscal quarter ended September 30, 2016;

5.00 to 1.00 as of the last day of the fiscal quarters ending December 31, 2016 and March 31, 2017;

4.50 to 1.00 as of the last day of the fiscal quarter ending June 30, 2017;

4.25 to 1.00 as of the last day of the fiscal quarter ending September 30, 2017; and

4.00 to 1.00 as of the last day of each fiscal quarter thereafter.

The Credit Agreement requires the Company to maintain a minimum interest coverage ratio (defined as, with certain adjustments, the ratio of the Company’s EBITDA to the Company’s consolidated interest expense) as of the end of any period of four consecutive fiscal quarters, as follows:

3.50 to 1.00 as of the last day of the fiscal quarter ended June 30, 2016;

2.25 to 1.00 as of the last day of the fiscal quarters ending September 30, 2016, December 31, 2016,

March 31, 2017 and June 30, 2017; and

2.50 to 1.00 as of the last day of each fiscal quarter thereafter.

The Credit Agreement also requires the Company to provide the Required Financial Information, including the audited financial statements as of and for the years ended December 31, 2015 and 2016 by August 15, 2017, the unaudited and unreviewed financial statements for the quarterly period ending March 31, 2017 by May 30, 2017, and the unaudited and unreviewed financial statements for the quarterly period ending June 30, 2017 by August 14, 2017. The Company cannot estimate the date that the audited financial statements will be provided. The failure to timely deliver the Required Financial Information would constitute an immediate event of default under the Credit Agreement. If the unaudited and unreviewed financial statements for the quarterly periods ending March 31, 2017 and June 30, 2017 are not timely delivered, then, upon the expiration of a 30-day notice period, the continued failure to deliver either or both of such unaudited financial statements would constitute an event of default under the Credit Agreement. The occurrence of any such event of default would provide the lenders the right to declare all outstanding amounts under the credit Agreement to be due and payable. In the event that the debt were to be accelerated, then the Company would need to seek alternative financing to satisfy its obligations. This alternative financing may not be available to the Company on terms that are favorable to it, or at all.

The Credit Agreement also contains other customary events of default and related remedies. Loans outstanding under the Credit Agreement will bear interest at a rate of 2.00% per annum in excess of the otherwise applicable rate (i) upon acceleration of such loans, (ii) while a payment event of default exists or (iii) upon the lenders’ request, during the continuance of any other event of default.

Term B Credit Agreement as of August 1, 2016

On August 1, 2016, the Company entered into a credit agreement (the “Term B Credit Agreement”) by and among the Company, the various lenders party thereto and Wilmington Trust, National Association, as administrative agent. The Term B Credit Agreement provides for a $280 million senior unsecured term loan facility under which all outstanding principal is due at maturity on August 1, 2019. Borrowings under the Term B Credit Agreement bear interest at a fixed rate per annum equal to 11.50% payable quarterly in arrears.

Pursuant to the terms of the Term B Credit Agreement, proceeds from the borrowings under the Term B Credit Agreement were required to be used: (i) to redeem all of the Senior Notes, (ii) to repay a portion of the revolving borrowings under the Credit Agreement, (iii) to pay fees and expenses in connection with the foregoing actions and (iv) for working capital and general corporate purposes of the Company and its subsidiaries.

The Company may prepay borrowings under the Term B Credit Agreement in whole or in part at any time. Any voluntary prepayment by the Company of any loans under the Term B Credit Agreement, certain mandatory prepayments by the Company of any loans under the Term B Credit Agreement and prepayments in connection with certain repricing transactions of the loans under the Term B Credit Agreement will be subject to the following prepayment premiums: (i) if such prepayment is made before February 1, 2018, an amount equal to the discounted present value as of the date of prepayment, utilizing a comparable U.S. Treasury note yield plus 50 basis points, of the sum of (A) the remaining payments of interest on the principal amount prepaid through February 1, 2018, plus (B) 3.00% of the principal amount prepaid, (ii) if such prepayment is made on or after February 1, 2018, but prior to February 1, 2019, an amount equal to 3.00% of the principal amount prepaid, and (iii) if such prepayment is made on or after February 1, 2019, an amount equal to 1.50% of the principal amount prepaid.

The Company’s obligations under the Term B Credit Agreement are guaranteed by its material domestic subsidiaries. The Term B Credit Agreement contains various restrictions and covenants, including restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions, make investments and pay dividends and other distributions. The covenants in the Term B Credit Agreement are similar to those contained in the Credit Agreement, except that the Term B Credit Agreement does not contain any separate financial covenants. Subject to a 90-day grace period, an event of default under the Credit Agreement will cause an event of default under the Term B Credit Agreement. An event of default under the Credit Agreement that results in acceleration of the indebtedness thereunder will cause an immediate event of default under the Term B Credit Agreement.

The Term B Credit Agreement also contains customary events of default and related remedies. Loans outstanding under the Term B Credit Agreement will bear interest at a rate of 2.00% per annum in excess of the otherwise applicable rate (i) upon acceleration of such loans, (ii) while a payment event of default exists or (iii) upon the lenders’ request, during the continuance of any other event of default.