DEBT

Debt as of December 31 and March 31, 2016 consisted of the following (in thousands):



	December 31, 2016			March 31, 2016
6¼% Senior Notes due 2022	$	401,535		$	401,535
Term Loan	314,747			335,665
Term Loan Credit Facility	200,000			200,000
Revolving Credit Facility	190,000			144,000
Lombard debt	105,540			—
Airnorth debt	17,508			19,652
Eastern Airways debt	16,072			15,643
Other debt	25,286			24,394
Unamortized debt issuance costs	(9,020		)	(8,917		)
Total debt	1,261,668			1,131,972
Less short-term borrowings and current maturities of long-term debt	(271,461		)	(60,394		)
Total long-term debt	$	990,207		$	1,071,578

Term Loan and Revolving Credit Facility — On September 16, 2016, we entered into a ninth amendment (the “Ninth Amendment”) to our amended and restated revolving credit and term loan agreement (the “Amended and Restated Credit Agreement”), which includes a $400 million revolving credit facility with a subfacility of $30 million for letters of credit (the “Revolving Credit Facility”) and a five-year, $350 million term loan (the “Term Loan”, and together with the Revolving Credit Facility, the “Credit Facilities”) that changed the definition of a change in control.

On May 23, 2016, we entered into an eighth amendment (the “Eighth Amendment”) to the Amended and Restated Credit Agreement that, among other things, (a) replaced the maximum leverage ratio requirement with a maximum senior secured leverage ratio defined as the ratio of the sum of senior secured debt and the present value of obligations under operating leases to consolidated EBITDA for the most recent four consecutive fiscal quarters, which ratio may not be greater than 4.25:1.00 for each fiscal quarter ending during the period from March 31, 2016 through September 30, 2017 and 4.00:1.00 for each fiscal quarter ending thereafter, (b) replaced the interest coverage ratio requirement with a minimum current ratio, defined as the ratio of the sum of consolidated current assets minus the book value of aircraft held for sale plus the unused amount of aggregate revolving commitments less $25 million to consolidated current liabilities, which may not be not less than 1.00:1.00 as of the last day of each fiscal quarter, (c) allows for the issuance of certain additional indebtedness when the leverage ratio exceeds 4.75:1.00, including (i) unsecured, subordinated or convertible indebtedness to refinance outstanding term loans under the Amended and Restated Credit Agreement and our senior secured term loan agreement (the “Term Loan Credit Agreement”), (ii) additional unsecured, subordinated or convertible indebtedness of up to $100 million in principal amount, (iii) equipment financings, including, without limitation, aircraft sale and leaseback transactions, and (iv) financings of U.K. bases with respect to helicopter SAR services and (d) limits cash dividends on our common stock to $0.07 per share per quarter. In addition, in connection with the Eighth Amendment and the first amendment to the Term Loan Credit Agreement described below, certain of our U.S. subsidiaries have granted liens on certain of their aircraft to secure our obligations under the Amended and Restated Credit Agreement and the Term Loan Credit Agreement on a pari passu secured basis in favor of the lenders under each such agreement. Also as part of the Eighth Amendment, the applicable margin for borrowings under the Credit Facilities will range from 0.50% to 3.50% depending on whether the Base Rate or LIBOR was used and based on our leverage ratio pricing grid.

During the nine months ended December 31, 2016, we had borrowings of $243.9 million and made payments of $197.9 million under the Revolving Credit Facility. Additionally, we paid $21.0 million to reduce our borrowings under the Term Loan. As of December 31, 2016, we had $0.6 million in letters of credit outstanding under the Revolving Credit Facility.

Term Loan Credit Facility — On September 16, 2016, we entered into a second amendment to the Term Loan Credit Agreement that incorporates, as applicable, the provisions of the Ninth Amendment described above. On May 23, 2016, we entered into the first amendment to the Term Loan Credit Agreement that, among other things, incorporates, as applicable, the provisions of the Eighth Amendment described above.

Lombard Debt — On November 11, 2016, certain of our subsidiaries entered into two, seven-year British pound sterling denominated secured equipment financings for an aggregate $200 million U.S. dollar equivalent with Lombard North Center Plc, part of the Royal Bank of Scotland. In December 2016, the first loan amount of $109.9 million (GBP 89.1 million) funded and the borrower prepaid a portion of the scheduled principal payments totaling $4.5 million (GBP 3.7 million). Therefore, as of December 31, 2016, we had $105.5 million (GBP 85.4 million) in long-term debt related to this facility at a borrowing rate of 2.48%. The proceeds from the financing were used to finance the purchase by the borrower thereunder of three SAR aircraft utilized for our U.K. SAR contract from a subsidiary. In January 2017, the second loan in the amount of $90.1 million (GBP $72.4 million) funded. The proceeds from this financing were used to finance the purchase by the borrower thereunder of five SAR aircraft utilized for our U.K. SAR contract from a subsidiary. The borrowers’ respective obligations under the financings are guaranteed by the Company, and each financing is secured by the aircraft purchased by the applicable borrower with the proceeds of its loan. The covenants contained in the financings are effective, and the collateral and guarantees were provided, upon the funding of the financings. Borrowings under the financings bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 2.25% per annum. The financing which funded in December 2016 matures in December 2023 and the financing which funded in January 2017 matures in January 2024.

Macquarie Credit Agreement — On February 1, 2017, one of our wholly-owned subsidiaries entered into a term loan credit agreement for a $200 million five-year secured equipment financing with Macquarie Bank Limited. In conjunction with closing and funding under such term loan, we have agreed to lease five helicopters for up to five years (the “Leased Aircraft”) from Wells Fargo Bank Northwest, N.A., acting as owner trustee for Macquarie Aerospace Inc., an affiliate of Macquarie Bank Limited. The borrower's obligations under the credit agreement will be guaranteed by the Company and secured by 20 oil and gas aircraft. The financing is expected to fund no later than March 31, 2017. The lenders are not obligated to fund until the completion of certain customary conditions for this type of facility, as well as the borrower taking delivery of certain of the leased aircraft. Borrowings under the financing bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 5.35% per annum. The proceeds from the financing are expected to be used to repay amounts due under our existing term loans.

GE Commitment Letter — On February 2, 2017, we executed a commitment letter for an approximate six-year, $230 million secured equipment financing with PK Transportation Finance Ireland Limited, a part of GE Capital Aviation Services (“GECAS”). As part of this financing, which is subject to entering into definitive agreements, Milestone Aviation Group Limited (“Milestone”), a GECAS company, will defer up to $25 million in lease rentals on certain Airbus H225 assets on lease to us. The financing will be secured by 20 oil and gas aircraft. Borrowings under the financing bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 5% per annum. We expect this financing to fund no later than June 30, 2017. The proceeds from the financing are expected to be used to repay amounts due under our existing bank indebtedness. As part of executing the commitment letter, we will extend three Sikorsky S-92 leases by two years each with Milestone.

Other Debt — Other debt includes borrowings for an aircraft purchase payment totaling $9.3 million with an interest rate of 3.5% due in January 2017 and amounts payable relating to the third year earn-out payment for our investment in Cougar Helicopters Inc. (“Cougar”) totaling $15.8 million due in April 2017.