Note 11 - Long-Term Debt And Convertible Debentures

12 Months Ended

Dec. 31, 2012

11.	Long-term debt and convertible debentures

	December 31,		December 31,
	2012		2011

Revolving credit facility	$	230,740	$	180,057
6.40% Senior Notes		37,500		50,000
5.44% Senior Notes		60,000		80,000
Unamortized gain on settlement of interest rate swaps		229		386
Adjustment to senior notes resulting from interest rate swap		358		332
Capital leases maturing at various dates through 2017		2,815		2,337
Other long-term debt maturing at various dates up to 2018		5,563		3,303
		337,205		316,415
Less: current portion		39,038		216,373
Long-term debt - non-current	$	298,167	$	100,042
Convertible Debentures		77,000		77,000
	$	375,167	$	177,042

On March 1, 2012, the Company entered into an amended and restated credit agreement with a syndicate of banks to provide a $350,000 committed revolving credit facility including an uncommitted accordion provision allowing for an additional $100,000 of borrowing capacity under the same terms. The revolving credit facility has a five-year term ending March 1, 2017 and bears interest at 1.25% to 3.00% over floating reference rates, depending on certain leverage ratios determined quarterly. The weighted average interest rate for 2012 was 2.2% (2011 - 1.1%). The revolving credit facility had $81,247 of available un-drawn credit as at December 31, 2012 ($60,851 was un-drawn at December 31, 2011). As of December 31, 2012, letters of credit in the amount of $10,513 were outstanding ($11,592 as at December 31, 2011). The revolving credit facility requires a commitment fee of 0.25% to 0.60% of the unused portion, depending on certain leverage ratios.

The Company has outstanding $37,500 of 6.40% fixed-rate Senior Notes (the “6.40% Notes”). The 6.40% Notes have a final maturity of September 30, 2015 with four equal annual principal repayments which began on September 30, 2012. The Company also has outstanding $60,000 of 5.44% fixed-rate Senior Notes (the “5.44% Notes”). The 5.44% Notes have a final maturity of April 1, 2015 with five equal annual principal repayments which began on April 1, 2011. On January 16, 2013, the Company completed a private placement of $150,000 of 3.84% Notes (see note 23).

The Company has indemnified the holders of the 6.40% Notes and the 5.44% Notes (collectively, the “Notes”) from all withholding tax that is or may become applicable to any payments made by the Company on the Notes. The Company believes this exposure is not material as of December 31, 2012.

The revolving credit facility and the Notes rank equally in terms of seniority. The Company has granted these lenders collateral including the following: an interest in all of the assets of the Company including the Company’s shares of its subsidiaries; an assignment of material contracts; and an assignment of the Company’s “call” rights with respect to shares of the subsidiaries held by non-controlling interests.

The covenants of the revolving credit facility and the Notes agreements require the Company to maintain certain ratios including leverage, interest coverage and net worth. The Company is prohibited from undertaking certain mergers, acquisitions and dispositions without prior approval.

The Company has issued and outstanding $77,000 principal amount of 6.50% Convertible Unsecured Subordinate Debentures (“Convertible Debentures”) with a maturity date of December 31, 2014. At the holder’s option, the Convertible Debentures may be converted at any time prior to maturity into Subordinate Voting Shares based on an initial conversion rate of approximately 35.7143 common shares per $1,000 principal amount of Convertible Debentures (which represents an initial conversion price of $28.00 per share). The Company may also, at its option, redeem the Convertible Debentures at any time on or after December 31, 2012. Subject to specified conditions, the Company has the right to repay the outstanding principal amount of the Convertible Debentures, on maturity or redemption, through the issuance of Subordinate Voting Shares. The Company also has the option to satisfy its obligation to pay interest through the issuance and sale of Subordinate Voting Shares. The Convertible Debentures are unsecured and contain no financial ratio covenants.

The effective interest rate on the Company’s long-term debt and Convertible Debentures for the year ended December 31, 2012 was 5.1% (2011 - 4.8%). The estimated aggregate amount of principal repayments on long-term debt required in each of the next five years ending December 31 and thereafter to meet the retirement provisions are as follows:

2013	$	39,038
2014		110,693
2015		33,396
2016		28
2017 and thereafter		231,050