Debt and Leases

At April 30, 2014 and October 31, 2013, debt consisted of the following:



	April 30, 2014			October 31, 2013
Revolving credit facility	$	945		$	6,500
Senior Unsecured Convertible Notes	1,000			38,000
Connecticut Development Authority Note	3,138			3,246
Connecticut Clean Energy and Finance Investment Authority Note	6,051			5,744
Capitalized lease obligations	596			497
Total debt	$	11,730		$	53,987
Less: Unamortized debt discount	(73		)	(3,106		)
	11,657			50,881
Less: Current portion of long-term debt	(1,346		)	(6,931		)
Long-term debt	$	10,311		$	43,950

Aggregate annual principal payments under our loan agreements and capital lease obligations, excluding payments relating to the revolving credit facility, for the years subsequent to April 30, 2014 are as follows:





Year 1	$	401
Year 2	430
Year 3	397
Year 4	2,494
Year 5	1,012
Thereafter	6,051
	$	10,785

On June 25, 2013, the Company sold $38.0 million in aggregate principal amount of 8.0% Senior Unsecured Convertible Notes ("Notes"). Under the terms of the Notes, interest is payable semi-annually in arrears on December 15 and June 15 of each year. The Company made its first interest payment on December 15, 2013. The Notes will mature on June 15, 2018, unless earlier redeemed, repurchased or converted. The Notes are convertible into shares of the Company's common stock at a conversion rate of 645.1613 shares of common stock per $1,000 principal amount of convertible notes, equivalent to a conversion price of approximately $1.55 per share of common stock plus a "make-whole" payment in regard to interest. During the six months ended April 30, 2014, $37.0 million of outstanding principal was converted by Note holders and the Company issued 23,870,979 shares of common stock. In connection with the conversion of the Notes, the Company recorded an increase in common stock and additional paid in capital based on the carrying value of the converted Notes which included the converted Notes principal, a proportional amount of unamortized debt discount, and a proportional amount of unamortized debt issuance costs. The remaining principal balance of the 8.0% Senior Unsecured Convertible Notes at April 30, 2014 is $1.0 million. The change of control put redemption and interest make-whole payment upon conversion features embedded in the Notes require bifurcation from the host debt contract. The aggregate fair value of these derivatives at April 30, 2014 and October 31, 2013 is $0.2 million and $4.7 million, respectively. As a result of the Note conversions, 5,399,747 shares were issued and a payment of $0.3 million was made to settle the make-whole payment. The total fair value of the shares issued for the make-whole payment were $12.6 million which resulted in a charge of $8.5 million and a reduction to the embedded derivative liability of $4.4 million. The derivatives are included in Long term debt and other liabilities on the consolidated balance sheets and the make-whole charge is included in Other income (expense), net on the consolidated statements of operations.

As of April 30, 2014, the Company has an $8.0 million revolving credit facility with JPMorgan Chase Bank, N.A. and the Export-Import Bank of the United States. The credit facility is used for working capital to finance the manufacture and production and subsequent export sale of the Company’s products and services. This agreement is renewed annually and the current expiration date is August 1, 2014. The outstanding principal balance of the facility will bear interest, at the option of the Company of either the one-month LIBOR plus 1.5 percent or the prime rate of JP Morgan Chase. The facility is secured by certain working capital assets and general intangibles, up to the amount of the outstanding facility balance.

In April 2008, we entered into a 10-year loan agreement with the Connecticut Development Authority allowing for a maximum amount borrowed of $4.0 million.

The interest rate is 5% and the loan is collateralized by the assets procured under this loan as well as $4.0 million of additional machinery and equipment. Repayment terms require interest and principal payments through May 2018.

On March 5, 2013 the Company closed on a long-term loan agreement with the Connecticut Clean Energy and Finance Investment Authority (CEFIA) totaling $5.9 million in support of the Bridgeport Fuel Cell Park project. The loan agreement carries an interest rate of 5.0%. Interest only payments commenced in January 2014 and principal payments will commence on the eighth anniversary of the project's provisional acceptance date, which is December 20, 2021, payable in forty eight equal monthly installments. Outstanding amounts are secured by future cash flows from the Bridgeport Fuel Cell Park service agreement.