NOTES AND CAPITAL LEASES PAYABLE

As of December 31, 2016, notes and capital leases payable consisted of the following:



(In thousands)	December 31, 2016			December 31, 2015			Annual Contractual Interest Rate			Effective Interest Rate		Maturity Date
Term loan A	$	330,469		$	351,563		3.250	%	⁽¹⁾	3.46	%	July 2019
Term loan B	—			148,000			3.220	%	⁽²⁾	N/A		July 2017
Term loan A-2	132,469			—			3.125	%	⁽³⁾	3.29	%	July 2019
Total term loans	462,938			499,563
Deferred loan costs	(4,018		)	(5,781		)
Capital leases	134			153
Less: current portion	(36,559		)	(32,970		)
Non-current term portion	$	422,495		$	460,965


(1)	Bears interest at LIBOR plus 2.25% or the prime rate plus 1.25% at our option, subject to certain rate adjustments based upon our total leverage ratio.


(2)	Contractual interest rate in place at June 30, 2016, prior to the refinancing in July 2016.


(3)	Bears interest at LIBOR plus 2.125% or the prime rate plus 1.125% at our option, subject to certain rate adjustments based upon our total leverage ratio.

In July 2016, we refinanced our Amended and Restated First Lien Credit Agreement (Credit Agreement). We replaced $135.0 million of outstanding tranche B term loans maturing July 2017 with substantially the same amount of new tranche A-2 term loans maturing July 2019. The $342.0 million of existing tranche A term loans and the $75.0 million revolving credit facility were not refinanced. As part of the $135.0 million refinancing transaction, $57.6 million was recorded as an extinguishment, and $77.0 million was rolled over into the new tranche A-2 term loans and was treated as a debt modification.

The proceeds of the tranche A-2 term loans were used to: (i) refinance the remaining tranche B term loans outstanding under the Credit Agreement and (ii) pay related fees and expenses. As a result of this refinancing, approximately $1.4 million in fees and costs were incurred, of which $0.8 million were recorded as deferred loan cost with the remainder expensed.

Interest on term loans is payable quarterly. We are required to pay a quarterly commitment fee of 0.50% which may decrease to 0.375% based on our total leverage ratio, on the daily unused amount of the commitments under the revolving credit facility, as well as fronting fees and other customary fees for letters of credit issued under the revolving credit facility.

The $75.0 million revolving credit facility includes capacity for a $40.0 million letter of credit facility and a $10.0 million swingline facility. Letters of credit issued pursuant to the revolving credit facility reduce the amount available for borrowing under the revolving credit facility. The total unused portion of the revolving credit facility was $59.5 million as of December 31, 2016.

We are permitted to make voluntary prepayments at any time without payment of a premium. We are required to make mandatory prepayments of term loans (without payment of a premium) with (i) net cash proceeds from issuances of debt (other than certain permitted debt), and (ii) net cash proceeds from certain non-ordinary course asset sales and casualty and condemnation proceeds (subject to reinvestment rights and other exceptions).

The tranche A and A-2 term loans will be repaid in quarterly installments in aggregate annual amounts as follows (in thousands):



	Year ending December 31,
	2017		2018		2019		Total
Term loan repayments	$	38,250	$	41,438	$	383,250	$	462,938

The Credit Agreement contains customary representations and warranties, and customary affirmative and negative covenants applicable to us, including, among other things, restrictions on indebtedness, liens, investments, mergers, and other dispositions. The Credit Agreement also defines certain restricted payments including prepayment of other indebtedness, dividends and stock repurchases within a dollar limit. This limit is subject to adjustments based on our total leverage ratio and continued compliance with the financial covenants set forth in the Credit Agreement.

The financial covenants under the Credit Agreement require us to maintain a minimum consolidated interest coverage ratio of at least 3.50 to 1.00 and a maximum total leverage ratio of 4.25 to 1.00 at December 31, 2016 and 2015. We were in compliance with these financial covenants under the credit facilities at December 31, 2016 and 2015.

The credit facility is secured by substantially all of our assets, other than excluded assets as defined in the Credit Agreement, which includes certain customary assets, assets held in trusts as collateral and WSE related assets.