LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs, consists of the following:



			September 30, 2017
								Unamortized
	Interest							Origination
	Rates at		Outstanding		Unamortized			Fees and			Long-Term
(In thousands)	Sept. 30, 2017		Principal		Discount			Costs			Debt, Net
Bank credit facility	3.52	%	1,617,628		(1,613		)	(25,856		)	1,590,159
6.875% senior notes due 2023	6.88	%	750,000		—			(11,201		)	738,799
6.375% senior notes due 2026	6.38	%	750,000		—			(9,894		)	740,106
Other	5.80	%	503		—			—			503
Total long-term debt			3,118,131		(1,613		)	(46,951		)	3,069,567
Less current maturities			23,981		—			—			23,981
Long-term debt, net			$	3,094,150	$	(1,613	)	$	(46,951	)	$	3,045,586



			December 31, 2016
								Unamortized
	Interest							Origination
	Rates at		Outstanding		Unamortized			Fees and			Long-Term
(In thousands)	Dec. 31, 2016		Principal		Discount			Costs			Debt, Net
Bank credit facility	3.44	%	$	1,782,538	$	(1,888	)	$	(28,503	)	$	1,752,147
6.875% senior notes due 2023	6.88	%	750,000		—			(11,209		)	738,791
6.375% senior notes due 2026	6.38	%	750,000		—			(12,074		)	737,926
Other	5.80	%	591		—			—			591
Total long-term debt			3,283,129		(1,888		)	(51,786		)	3,229,455
Less current maturities			30,336		—			—			30,336
Long-term debt, net			$	3,252,793	$	(1,888	)	$	(51,786	)	$	3,199,119

Credit Facility

On March 29, 2017, the Company, as borrower, entered into Amendment No. 2 and Refinancing Amendment (the "Refinancing Amendment") with the lenders party thereto, and Bank of America, N.A. ("Bank of America"), as administrative agent. The Refinancing Amendment modifies the Third Amended and Restated Credit Agreement (as amended prior to the execution of the Refinancing Amendment, the "Existing Credit Agreement"), dated as of August 14, 2013, among the Company, certain financial institutions, and Bank of America, as administrative agent. The Refinancing Amendment modified the Existing Credit Agreement and is referred to as the "Amended Credit Agreement" (together referred to as the "Credit Facility").

The Amended Credit Agreement provides for (i) commitments to make Term B Loans in an amount equal to $1,264.5 million (the "Refinancing Term B Loans"), with the proceeds used to refinance in full the Company’s Term B-1 Loans and Term B-2 Loans outstanding under the Existing Credit Agreement and (ii) certain other amendments to the Existing Credit Agreement.

Interest and Fees

The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from 2.25% to 2.50% (if using the Eurodollar rate) and from 1.25% to 1.50% (if using the base rate).

Optional and Mandatory Prepayments

The Company shall make repayments of the Refinancing Term B Loans on or before the last business day of each fiscal quarter of the Company commencing with the first full fiscal quarter of the Company after the Refinancing Effective Date in an amount equal to (x) 0.25% of the aggregate principal amount of the Refinancing Term B Loans plus (y) 0.25% of the aggregate principal amount of any increased Refinancing Term B Loan, as defined in the Existing Credit Agreement. The Company shall repay the outstanding principal amount of all Refinancing Term B Loans on the maturity date for the Refinancing Term B Loans, which shall be September 15, 2023.

Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions, including a 1.00% prepayment premium for any full or partial prepayment of the Refinancing Term B Loans effected prior to the six-month anniversary of the Refinancing Effective Date that results in a lower interest rate.

The outstanding principal amounts under the Credit Facility are comprised of the following:



	September 30,		December 31,
(In thousands)	2017		2016
Revolving Credit Facility	$	135,000	$	245,000
Term A Loan	213,750		222,188
Refinancing Term B Loans	1,233,178		—
Term B-1 Loan	—		271,750
Term B-2 Loan	—		997,500
Swing Loan	35,700		46,100
Total outstanding principal amounts under the Credit Facility	$	1,617,628	$	1,782,538

At September 30, 2017, approximately $1.6 billion was outstanding under the Credit Facility and $12.9 million was allocated to support various letters of credit, leaving remaining contractual availability of $591.4 million.

Covenant Compliance

As of September 30, 2017, we believe that we were in compliance with the financial and other covenants of our debt instruments.

On March 7, 2017, Aliante, Cannery and Eastside Cannery became guarantors of the 6.875% senior notes due May 2023 ("6.875% Notes"), the 6.375% senior notes due April 2026 ("6.375% Notes" and, together with the 6.875% Notes, the "Senior Notes") and the Credit Agreement.

Loss on Early Extinguishments and Modifications of Debt

We incurred charges of $0.3 million and $0.9 million during the three and nine months ended September 30, 2017, respectively, due to costs incurred related to the Refinancing Amendment and for debt financing costs written off reflecting the ratable reduction in borrowing capacity due to optional prepayments of the Refinancing Term B Loans of $20.0 million for the three months ended September 30, 2017 and $25.0 million for the nine months ended September 30, 2017. We incurred charges of $41.5 million and $42.4 million during the three and nine months ended September 30, 2016, respectively, related to the modification of the Credit Facility, redemption of our 9.00% senior notes due 2018 and Peninsula Gaming's 8.375% senior notes due 2018, and the extinguishment of the Peninsula Gaming bank credit facility.