NOTE 9 – LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	December 31,
	2014	2013

Line of credit	$ 193,443	$ 76,849
Term loan	212,500	109,375
Promissory note payable in monthly installments at 2.9% through January 2021, collateralized by equipment	5,216	6,000
Unsecured subordinated notes payable in quarterly installments at 5% through November 2015	357	2,361
Total Debt	411,516	194,585
Less: Current maturities	(38,608)	(26,213)
Total Long-term Debt	$ 372,908	$ 168,372

On July 11, 2012, DXP entered into a credit facility with Wells Fargo Bank National Association, as Issuing Lender, Swingline Lender and Administrative Agent for the lenders (as amended, the “Original Facility”). On January 2, 2014, the Company entered into an Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Issuing Lender and Administrative Agent for other lenders (the “Facility”), amending and restating the Original Facility.

The Facility provides a term loan and a $350 million revolving line of credit to the Company. At December 31, 2014 the term loan component of the facility was $212.5 million. The Facility expires on January 2, 2019.

The Facility provides the option of interest at LIBOR (or CDOR for Canadian dollar loans) plus an applicable margin ranging from 1.25% to 2.50% or prime plus an applicable margin from 0.25% to 1.50% where the applicable margin is determined by the Company’s leverage ratio as defined by the Facility as of the last day of the fiscal quarter most recently ended prior to the date of borrowing. Commitment fees of 0.20% to 0.45% per annum are payable on the portion of the Facility capacity not in use at any given time on the line of credit. Commitment fees are included as interest in the consolidated statements of income.

On December 31, 2014, the LIBOR based rate of the Facility was LIBOR plus 2.00% the prime based rate of the Facility was prime plus 1.00%, and the commitment fee was 0.35%. At December 31, 2014, $405.9 million was borrowed under the Facility at a weighted average interest rate of approximately 2.2% under the LIBOR options. At December 31, 2014, the Company had $51.0 million available for borrowing under the Facility.

The Facility contains financial covenants defining various financial measures and levels of these measures with which the Company must comply. Covenant compliance is assessed as of each quarter end. Substantially all of the Company’s assets are pledged as collateral to secure to the credit facility.

At December 31, 2014, the Facility’s principal financial covenants included:

Consolidated Leverage Ratio – The Facility requires that the Company’s Consolidated Leverage Ratio, determined at the end of each fiscal quarter, not exceed 3.25 to 1.0 as of the last day of each quarter. The Consolidated Leverage Ratio is defined as the outstanding indebtedness divided by Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or immediately prior to such date. Indebtedness is defined under the Facility for financial covenant purposes as: (a) all obligations of DXP for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments; (b) obligations to pay deferred purchase price of property or services; (c) capital lease obligations; (d) obligations under conditional sale or other title retention agreements relating to property purchased; (e) issued and outstanding letters of credit; and (f) contingent obligations for funded indebtedness. At December 31, 2014, the Company’s Leverage Ratio was 2.90 to 1.00.

Consolidated Fixed Charge Coverage Ratio –The Facility requires that the Consolidated Fixed Charge Coverage Ratio on the last day of each quarter be not less than 1.25 to 1.0 with “Consolidated Fixed Charge Coverage Ratio” defined as the ratio of (a) Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending on such date minus capital expenditures during such period (excluding acquisitions) minus income tax expense paid minus the aggregate amount of restricted payments defined in the agreement to (b) the interest expense paid in cash, scheduled principal payments in respect of long-term debt and the current portion of capital lease obligations for such 12-month period, determined in each case on a consolidated basis for DXP and its subsidiaries. At December 31, 2014, the Company's Consolidated Fixed Charge Coverage Ratio was 2.07 to 1.00.

Asset Coverage Ratio –The Facility requires that the Asset Coverage Ratio at any time be not less than 1.0 to 1.0 with “Asset Coverage Ratio” defined as the ratio of (a) the sum of 85% of net accounts receivable plus 65% of net inventory to (b) the aggregate outstanding amount of the revolving credit on such date. At December 31, 2014, the Company's Asset Coverage Ratio was 1.44 to 1.00.

Consolidated EBITDA as defined under the Facility for financial covenant purposes means, without duplication, for any period the consolidated net income of DXP plus, to the extent deducted in calculating consolidated net income, depreciation, amortization (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), non-cash compensation including stock option or restricted stock expense, interest expense and income tax expense for taxes based on income, certain one-time costs associated with our acquisitions, integration costs, facility consolidation and closing costs, write-down of cash expenses incurred in connection with the existing credit agreement and extraordinary losses less interest income and extraordinary gains. Consolidated EBITDA shall be adjusted to give pro forma effect to disposals or business acquisitions assuming that such transaction(s) had occurred on the first day of the period excluding all income statement items attributable to the assets or equity interests that is subject to such disposition made during the period and including all income statement items attributable to property or equity interests of such acquisitions permitted under the Facility.

The following table sets forth the computation of the Leverage Ratio as of December 31, 2014 (in thousands, except for ratios):

For the Twelve Months ended December 31, 2014	Leverage Ratio

Loss before taxes	$ (25,556)
Interest expense	12,797
Depreciation and amortization	35,078
Impairment expense	117,569
Stock compensation expense	3,560
Pro forma acquisition EBITDA	850
Other adjustments	(250)
(A) Defined EBITDA	$ 144,048

As of December 31, 2014
Total long-term debt, including current maturities	$ 411,516
Outstanding letters of credit	5,680
(B) Defined indebtedness	$ 417,196

Leverage Ratio (B)/(A)	2.90

The following table sets forth the computation of the Asset Coverage Ratio as of December 31, 2014 (in thousands, except for ratios):

Credit facility outstanding balance			$ 193,443
Defined indebtedness			$ 193,443

Accounts receivable, net	239,236	85%	$ 203,351
Inventory	115,658	65%	75,178
			$ 278,529
Asset Coverage Ratio			1.44

As of December 31, 2014, the maturities of long-term debt under the Company’s term loan for the next five years and thereafter were as follows (in thousands):

2015	$ 38,608
2016	50,831
2017	63,356
2018	63,381
2019	194,350
Thereafter	990