Long-term Debt

The Company's long-term debt consists of the following:



	December 31, 2012		December 31, 2011
	(dollars in thousands)
U.S. bank debt and receivables facilities	$	417,500	$	223,870
Non-U.S. bank debt and other	4,940		140
9 ³/₄% senior secured notes, due December 2017	—		245,890
	422,440		469,900
Less: Current maturities, long-term debt	14,370		7,290
Long-term debt	$	408,070	$	462,610

U.S. Bank Debt

During the fourth quarter of 2012, the Company entered into an amended and restated credit agreement (the "Amended and Restated Credit Agreement" or "ARCA"), pursuant to which the Company was able to reduce interest rates, extend maturities and increase its available liquidity. The ARCA consists of a $250.0 million senior secured revolving credit facility, a $200.0 million senior secured term loan A facility and a $200.0 million senior secured term loan B facility.

Below is a summary of key terms under the ARCA as of December 31, 2012 and the key terms of the previous credit agreement in place immediately prior to completion of the refinance on October 11, 2012, with term loan(s) showing borrowings outstanding at each date and revolving credit facilities showing gross availability at each date:



Instrument	Amount ($ in millions)		Maturity Date	Interest Rate
Amended & Restated Credit Agreement
Senior secured revolving credit facility	$	250.0	10/11/2017	LIBOR plus 2.00%
Senior secured term loan A facility	$	200.0	10/11/2017	LIBOR plus 2.00%
Senior secured term loan B facility	$	200.0	10/11/2019	LIBOR plus 2.75% with a 1.00% LIBOR floor

Previous Credit Agreement
Revolving credit facility	$	125.0	6/21/2016	LIBOR plus 3.25%
Term loan B facility	$	217.2	6/21/2017	LIBOR plus 3.00% with a 1.25% LIBOR floor

The ARCA provides incremental term loan and/or revolving credit facility commitments in an amount not to exceed the greater of $300 million and an amount such that, after giving effect to the making of such commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined, is no greater than 2.50 to 1.00, as defined. The terms and conditions of any incremental term loan and/or revolving credit facility commitments must be no more favorable than the existing credit facility.

Under the ARCA, if, on or prior to October 11, 2013, the Company prepays all or any portion of the term loan B facility using a new term loan facility with lower interest rate margins, then the Company will be required to pay a premium equal to 1% of the aggregate principal amount prepaid. In addition, beginning with the fiscal year ended December 31, 2013 (payable in 2014), the Company may be required to prepay a portion of its term loan A and term loan B facilities in an amount equal to a percentage of the Company's excess cash flow, as defined, which such percentage will be based on the Company's leverage ratio, as defined. For 2012, the Company paid $5.0 million of its former term loan B facility under the excess cash flow provision of the previous credit agreement.

The Company is also able to issue letters of credit, not to exceed $75.0 million in aggregate, against its revolving credit facility commitments. At December 31, 2012, the Company had letters of credit of approximately $23.3 million issued and outstanding. Under the previous credit agreement, the Company was able to issue letters of credit, not to exceed $50.0 million in aggregate, against its previous revolving credit facility commitments, and at December 31, 2011, the Company had letters of credit of approximately $23.9 million issued and outstanding.

At December 31, 2012 and December 31, 2011, the Company had no amounts outstanding under its revolving credit facilities and had $226.7 million and $101.1 million, respectively, potentially available after giving effect to approximately $23.3 million and $23.9 million, respectively, of letters of credit issued and outstanding. However, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the ARCA and the previous credit agreement, the Company had $230.5 million and $158.8 million, respectively, of borrowing capacity available for general corporate purposes.

Principal payments required under the ARCA for the Term Loan A facility are $2.5 million due each calendar quarter beginning June 2013 through March 2015 and approximately $3.8 million from June 2015 through September 2017, with final payment of $142.5 million due on October 11, 2017. Principal payments required under the ARCA for the Term Loan B facility are equal to $0.5 million due each calendar quarter through September 30, 2019 and $186.0 million due on October 11, 2019.

The debt under the ARCA is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. The ARCA also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries that are comparable to the previous credit agreement, including restrictions on incurrence of debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of the ARCA also requires the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined) and an interest expense coverage ratio (consolidated EBITDA, as defined, over cash interest expense, as defined). Although the financial covenants calculations under the ARCA are essentially the same as the previous credit agreement, the permitted leverage ratio and permitted interest expense coverage ratio thresholds have both been reset. The Company was in compliance with its covenants at December 31, 2012.

The Company incurred approximately $6.4 million in fees to complete the ARCA, of which $4.5 million was capitalized as deferred financing fees and $1.9 million was recorded as debt extinguishment costs in the accompanying consolidated statement of income. The Company also recorded non-cash debt extinguishment costs of $1.1 million related to the write-off of deferred financing fees associated with the previous credit agreement.

During 2011, the Company incurred $6.8 million in fees to complete the refinance of its previous credit agreement and the subsequent increase in its previous revolving credit facility, of which $4.4 million was capitalized as debt issuance costs and $2.4 million was recorded as debt extinguishment costs in the accompanying consolidated statement of income.

Receivables Facility

The Company is a party to an accounts receivable facility through TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all of the Company's domestic business operations. The Company amended the facility in December 2012, increasing the committed funding from $90.0 million to $105.0 million, and reducing the margin on amounts outstanding from 1.50% or 1.75% to 1.20% or 1.35%, respectively, depending on the amounts drawn under the facility. The amendment also reduced the cost of the unused portion of the facility from 0.45% to 0.40% and extended the maturity date from September 15, 2015 to October 12, 2017.

Under this facility, TSPC, from time to time, may sell an undivided fractional ownership interest in the pool of receivables up to approximately $105.0 million to a third party multi-seller receivables funding company. The net amount financed under the facility is less than the face amount of accounts receivable by an amount that approximates the purchaser's financing costs. The cost of funds under this facility consisted of a 3-month London Interbank Offered Rate-based rate ("LIBOR") plus a usage fee of 1.20% and 1.50% as of December 31, 2012 and 2011, respectively, and a fee on the unused portion of the facility of 0.40% and 0.45% as of December 31, 2012 and 2011, respectively.

The Company had $18.0 million outstanding under the facility and $51.9 million available but not utilized as of December 31, 2012. No amounts were outstanding under the facility as of December 31, 2011, however $57.6 million was available but not utilized. Aggregate costs incurred under the facility were $1.3 million and $1.6 million for the years ended December 31, 2012 and 2011, and are included in interest expense in the accompanying consolidated statement of income.

The cost of funds fees incurred are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate based on a 3-month LIBOR-based rate plus the usage fee discussed above and is computed in accordance with the terms of the securitization agreement. As of December 31, 2012, the cost of funds under the facility was based on an average liquidation period of the portfolio of approximately 1.6 months and an average discount rate of 1.8%.

Non-U.S. Bank Debt

In Australia, the Company's subsidiary is party to a debt agreement which matures on May 31, 2013 and is secured by substantially all the assets of the subsidiary. At December 31, 2012, the balance outstanding under this agreement was approximately $4.8 million at an average interest rate of 3.2%. At December 31, 2011, the Company's subsidiary had no amounts outstanding under this debt agreement.

Senior Notes

In 2009, the Company issued $250.0 million principal amount of its Senior Notes at a discount of $5.0 million. Prior to December 15, 2012, the Company was able to redeem, on one or more occasions, up to 35% of the principal amount of Senior Notes at a redemption price equal to 109.750% of the principal amount, plus accrued and unpaid interest to the applicable redemption date plus additional interest, if any, with the net cash proceeds of one or more equity offerings, provided that at least 65% of the original principal amount of Senior Notes issued remains outstanding after such redemption, and provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering. In June 2012, the Company completed a partial redemption of its Senior Notes, using cash proceeds from its May 2012 equity offering, paying approximately $54.9 million to redeem $50.0 million in aggregate principal at a redemption price equal to 109.750% of the principal amount. See Note 4, "Equity Offering," for further information on the Company's equity offering.

Under the Senior Notes indenture, the Company was also able to redeem all or a part of the Senior Notes, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus the applicable "make whole premium," accrued and unpaid interest and additional interest, if any, to the date of such redemption. During the fourth quarter of 2012, the proceeds from the borrowings obtained under the ARCA were utilized to redeem all of the remaining outstanding Senior Notes ($200.0 million), and to pay tender costs, fees and expenses related thereto. As a result, at December 31, 2012, there were no Senior Notes outstanding.

During 2012, the Company incurred approximately $35.7 million in premium, legal and other transaction advisory fees to complete the aforementioned redemptions of its Senior Notes and approximately $8.1 million in non-cash debt extinguishment costs related to the write-off of deferred financing fees and unamortized discount. The amounts are recorded as debt extinguishment costs in the accompanying consolidated statement of income.

Long-term Debt Maturities

Future maturities of the face value of long-term debt at December 31, 2012 are as follows:



Year Ending December 31:	(dollars in thousands)
2013	$	14,370
2014	12,030
2015	15,770
2016	17,020
2017	173,750
Thereafter	189,500
Total	$	422,440

Debt Issuance Costs

The Company's unamortized debt issuance costs approximated $9.1 million and $11.8 million at December 31, 2012 and 2011, respectively, and are included in other assets in the accompanying consolidated balance sheet. These amounts consist primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. The Company's unamortized discount on the Senior Notes was $4.1 million at December 31, 2011. Debt issuance costs for the new and previous term loan facilities and the previous discount on the Senior Notes are amortized using the interest method over the terms of the underlying debt instruments to which these amounts relate. The debt issuance costs for the new and previous revolving credit facilities and the receivables facility are amortized on a straight line basis over the term of the facilities. Amortization expense for these items was approximately $2.5 million, $2.9 million and $3.0 million in 2012, 2011 and 2010, respectively, and is included in interest expense in the accompanying consolidated statement of income.