Long-term Debt

The Company's long-term debt consists of the following (dollars in thousands):



	December 31, 2016			December 31, 2015
Credit Agreement	$	333,720		$	371,820
Receivables facility and other	45,650			53,860
Debt issuance costs	(4,720		)	(6,050		)
	374,650			419,630
Less: Current maturities, long-term debt	13,810			13,850
Long-term debt, net	$	360,840		$	405,780

Credit Agreement

The Company is party to a credit agreement (the "Credit Agreement") consisting of a $500.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies ("Foreign Currency Loans"), subject to a $75.0 million sub limit, and a $275.0 million senior secured term loan A facility ("Term Loan A Facility").

Below is a summary of key terms under the Credit Agreement as of December 31, 2016, with term loans showing the face amount of borrowings upon issuance and revolving credit facilities showing gross availability at each date:



Instrument	Amount ($ in millions)	Maturity Date	Interest Rate
Credit Agreement
Senior secured revolving credit facility	$500.0	6/30/2020	LIBOR^(a) plus 1.750%^(b)
Senior secured term loan A facility	$275.0	6/30/2020	LIBOR^(a) plus 1.750%^(b)

__________________________

^(a) London Interbank Offered Rate ("LIBOR")

^(b)The interest rate spread is based on the leverage ratio, as defined, as of the most recent determination date.

The Credit Agreement also provides incremental term loan facility commitments and/or incremental revolving credit facility commitments in an amount not to exceed the greater of $300.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such incremental commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 2.50 to 1.00. The terms and conditions of any incremental term loan facility and/or incremental revolving credit facility commitments must be no more favorable than the existing credit facilities under the Credit Agreement.

The Company may be required to prepay a portion of the loans under the Term Loan A Facility in an amount equal to a percentage of the Company's excess cash flow, as defined, with such percentage based on the Company's leverage ratio, as defined. As of December 31, 2016, no amounts are due under this provision.

The Company's revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate. At December 31, 2016, the Company had approximately $75.9 million outstanding under its revolving credit facility and had $408.2 million potentially available after giving effect to approximately $15.9 million of letters of credit issued and outstanding. At December 31, 2015, the Company had $100.3 million outstanding under its revolving credit facility and had $378.1 million potentially available after giving effect to approximately $21.6 million of letters of credit issued and outstanding. However, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the Credit Agreement, at December 31, 2016 and 2015, the Company had $126.5 million and $107.4 million, respectively, of borrowing capacity available for general corporate purposes.

Principal payments required under the Credit Agreement for the Term Loan A Facility are approximately $3.4 million due each fiscal quarter from December 2015 through September 2018 and approximately $5.2 million due each fiscal quarter from December 2018 through March 2020, with final payment of $202.8 million due on June 30, 2020.

The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. Borrowings under the $75.0 million foreign currency sub limit of the $500.0 million senior secured revolving credit facility are secured by a pledge of the assets of the foreign subsidiary borrowers that are a party to the agreement. The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, 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 Credit Agreement also require the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over cash interest expense, as defined). At December 31, 2016, the Company was in compliance with its financial covenants contained in the Credit Agreement.

In June 2015, the Company amended its Credit Agreement, pursuant to which the Company was able to extend maturities and resize its credit facilities following the spin-off of the Cequent businesses. In connection with entering into the amended Credit Agreement, the Company incurred approximately $1.8 million in fees during 2015 to amend the Credit Agreement, of which approximately $1.4 million were capitalized as deferred financing fees and $0.4 million were recorded as debt financing and extinguishment expense in 2015. The Company also recorded non-cash debt financing and extinguishment expense of $1.5 million in 2015 related to the write-off of deferred financing fees associated with the previous credit facilities.

In 2014, the Company incurred approximately $3.8 million in fees to amend the previous credit agreement, of which $0.4 million were capitalized as deferred financing fees, and $3.4 million were recorded as debt financing and extinguishment expense.

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. Under this facility, TSPC, from time to time, may sell an undivided fractional ownership interest in the pool of receivables up to approximately $75.0 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 1-month LIBOR plus a usage fee of 1.00% and a fee on the unused portion of the facility of 0.35% as of December 31, 2016 and 2015.

The Company had $45.5 million and $53.6 million outstanding under the facility as of December 31, 2016 and 2015, respectively, and $10.1 million and $7.1 million available but not utilized as of December 31, 2016 and 2015, respectively. Aggregate costs incurred under the facility were $0.9 million, $1.0 million and $1.3 million for the years ended December 31, 2016, 2015 and 2014, respectively, and are included in interest expense in the accompanying consolidated statement of operations. The facility expires on June 30, 2020.

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 1-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, 2016, the cost of funds under the facility was based on an average liquidation period of the portfolio of approximately 1.8 months and an average discount rate of 1.9%.

Long-term Debt Maturities

Future maturities of the face value of long-term debt at December 31, 2016 are as follows (dollars in thousands):



Year Ending December 31:	Future Maturities
2017	$	13,810
2018	15,560
2019	20,630
2020	329,370
2021	—
Total	$	379,370

Debt Issuance Costs

The Company's unamortized debt issuance costs approximated $4.7 million and $6.1 million at December 31, 2016 and 2015, respectively, and were included as a direct reduction from the related debt liability in the accompanying consolidated balance sheet. These amounts consisted primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. Amortization expense for these items was approximately $1.4 million, $1.7 million and $1.9 million in 2016, 2015 and 2014, respectively, and is included in interest expense in the accompanying consolidated statement of operations.