FINANCING ARRANGEMENTS

The following table is a summary of the Company's financing arrangements (in thousands):



	December 31, 2017			December 31, 2016
Senior secured Term Loan Agreement ("Term Loan Agreement")	$	4,000		$	—
Current portion of long-term obligations, at carrying value	$	4,000		$	—

Senior secured Term Loan Agreement due June 30, 2024	$	394,000		$	—
Senior unsecured notes, at 5.25%, due August 1, 2020 ("2020 Notes")	400,000			800,000
Senior unsecured notes, at 5.125%, due June 1, 2021 ("2021 Notes")	845,000			845,000
Long-term obligations, at par	$	1,639,000		$	1,645,000
Unamortized debt issuance costs and premium, net	$	(13,463	)	$	(11,728	)
Long-term obligations, at carrying value	$	1,625,537		$	1,633,272

Senior Secured Term Loan. On June 30, 2017, the Company, and substantially all of the Company’s domestic subsidiaries as guarantors, entered into a $400.0 million senior secured term loan agreement (the "Term Loan Agreement"). Loans under the Term Loan Agreement will mature on June 30, 2024 and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Eurodollar based loans. The Company’s obligations under the Term Loan Agreement are guaranteed by all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors.

Borrowings under the Term Loan Agreement bear interest, at the Company’s election, at either of the following rates: (a) the sum of the Eurodollar Rate (as defined in the Term Loan Agreement) plus 2.00%, or (b) the sum of the Base Rate (as defined in the Term Loan Agreement) plus 1.00%, with the Eurodollar Rate being subject to a floor of 0.00%. The effective interest rate of the Term Loan on December 31, 2017 was 3.57%. The Term Loan Agreement contains representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. Such covenants restrict the Company’s ability, among other matters, to incur debt, create liens on the Company’s assets, make restricted payments or investments or enter into transactions with affiliates. In accordance with the Term Loan Agreement required payments equal to .25% of the initial $400.0 million are due upon the last day of each calendar quarter.

Upon entering into the Term Loan Agreement on June 30, 2017, the Company used approximately $312.6 million of the proceeds to purchase approximately $296.2 million aggregate principal amount (the “Repurchased Notes”) of the Company’s previously outstanding 2020 Notes and pay accrued interest of approximately $6.4 million on the Repurchased Notes. On June 30, 2017, the Company also delivered a partial notice of redemption to the holders of the approximately $503.8 million aggregate principal amount of 2020 Notes which remained outstanding after the purchase of the Repurchased Notes. Pursuant to that notice, the Company redeemed on August 1, 2017 $103.8 million aggregate principal amount of 2020 Notes at a redemption price of 101.313% plus accrued but unpaid interest. The Company financed the redemption through the remaining net proceeds of the Term Loan Agreement financing described above, plus available cash. In conjunction with such redemption, the Company paid premiums to repay the debt early of $6.0 million and incurred expenses of approximately $6.5 million.

At December 31, 2017, the fair value of the Term Loan Agreement debt was $400.5 million based on quoted market prices or other available market data. The fair value of the Term Loan Agreement debt is considered a Level 2 measure according to the fair value hierarchy.

Senior Unsecured Notes. On July 30, 2012, the Company issued $800.0 million aggregate principal amount of 5.25% senior unsecured notes due August 1, 2020 (the "2020 Notes") with semi-annual fixed interest payments on February 1 and August 1 of each year. As described above, the Company repurchased or redeemed $400.0 million principal amount of the 2020 Notes during 2017. At December 31, 2017 and December 31, 2016, the fair value of the 2020 Notes was $404.6 million and $820.0 million, respectively, based on quoted market prices for the instrument. The fair value of the 2020 Notes is considered a Level 2 measure according to the fair value hierarchy. The Company may redeem some or all of the 2020 Notes which remain outstanding at any time upon proper notice, at the following redemption prices plus unpaid interest:



Year	Percentage
Prior to August 1, 2018	101.313	%
On or after August 1, 2018	100.000	%

(11) FINANCING ARRANGEMENTS (Continued)

On December 7, 2012, the Company issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes due 2021 (the "2021 Notes") with semi-annual fixed interest payments on June 1 and December 1 of each year. The Company used the net proceeds from such issuance to fund a portion of the purchase price to acquire Safety-Kleen. The Company repurchased $5.0 million principal amount of 2021 Notes during 2014. On March 14, 2016, the Company issued an additional $250.0 million aggregate principal amount of 2021 Notes as additional notes under the indenture. At December 31, 2017 and 2016, the fair value of the Company's 2021 Notes was $855.7 million and $861.9 million, respectively, based on quoted market prices or other available market data. The fair value of the 2021 Notes is considered a Level 2 measure according to the fair value hierarchy. The Company may redeem some or all of the 2021 Notes at any time upon proper notice, at the following redemption prices plus unpaid interest:



Year	Percentage
Prior to December 1, 2018	101.281	%
On or after December 1, 2018	100.000	%

The 2020 Notes and 2021 Notes (collectively, the "Senior Unsecured Notes") and the related indentures contain various customary non-financial covenants and are guaranteed by substantially all of the Company's current and future domestic restricted subsidiaries. The Senior Unsecured Notes are the Company's and the guarantors' senior unsecured obligations ranking equally with the Company's and the guarantors' existing and future senior unsecured obligations and senior to any future indebtedness that is expressly subordinated to the Notes and the guarantees. The Senior Unsecured Notes are effectively subordinated to all of the Company's and the Company subsidiaries' secured indebtedness under the Company's Term Loan Agreement, revolving credit facility and capital lease obligations to the extent of the value of the assets securing such secured indebtedness. The Senior Unsecured Notes are not guaranteed by the Company's existing and future Canadian or other foreign subsidiaries, and are structurally subordinated to all indebtedness and other liabilities, including trade payables, of the Company's subsidiaries that are not guarantors of the Senior Unsecured Notes.

Revolving Credit Facility. On November 1, 2016, the Company and one of the Company's subsidiaries (the "Canadian Borrower") entered into an amended and restated credit agreement for the Company's revolving credit facility with Bank of America, N.A. (“BofA”), as agent for the lenders under the facility (the "Agent"). Under the amended and restated facility, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $300.0 million (with a sub-limit of $250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $100.0 million (with a $75.0 million sub-limit for letters of credit). Availability under the U.S. line is subject to a borrowing base basically comprised of 85% of the eligible accounts receivable of the Company and its U.S. subsidiaries plus 100% of cash deposited in a controlled account with the Agent, and availability under the Canadian line is subject to a borrowing base basically comprised of 85% of the eligible accounts receivable of the Company’s Canadian subsidiaries plus 100% of cash deposited in a controlled account with the Agent’s Canadian affiliate. Subject to certain conditions, the facility will expire on November 1, 2021.

Borrowings under the revolving credit facility bear interest at a rate of, at the Company’s option, either (i) LIBOR plus an applicable margin ranging from 1.25% to 1.50% per annum based primarily on the level of the Company’s average liquidity for the most recent 30 day period or (ii) BofA’s base rate plus an applicable margin ranging from 0.25% to 0.50% per annum based primarily on such average liquidity. There is also an unused line fee, calculated on the then unused portion of the lenders’ $400.0 million maximum commitments, ranging from 0.25% to 0.30% per annum of the unused commitment. For outstanding letters of credit, the Company will pay to the lenders a fee equal to the then applicable LIBOR margin described above, and to the issuing banks a standard fronting fee and customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit.

The Company’s obligations under the revolving credit facility (including revolving loans and reimbursement obligations for outstanding letters of credit) are guaranteed by substantially all of the Company’s U.S. subsidiaries and secured by a first lien on the Company’s and its U.S. subsidiaries’ accounts receivable. The Canadian Borrower’s obligations under the facility are guaranteed by substantially all of the Company’s Canadian subsidiaries and secured by a first lien on the accounts receivable of the Canadian subsidiaries. The Company and its U.S. subsidiaries guarantee the obligations of the Canadian subsidiaries under the facility, but the Canadian subsidiaries do not guarantee and are not otherwise responsible for the obligations of the Company and its U.S. subsidiaries.

(11) FINANCING ARRANGEMENTS (Continued)

The Company utilizes letters of credit primarily as security for financial assurance which it has been required to provide to regulatory bodies for its hazardous waste facilities and which would be called only in the event that the Company fails to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. At December 31, 2017 and 2016, the revolving credit facility had no outstanding loan balances, availability of $217.8 million and $195.2 million, respectively, and outstanding letters of credit of $134.1 million and $132.6 million, respectively.