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Long-Term Debt | 6 Months Ended
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Jun. 30, 2022
Debt Disclosure [Abstract] |
Long-Term Debt | NOTE 7 – LONG-TERM DEBT At June 30, 2022 and December 31, 2021, debt consisted of:
|  | June 30, 2022 |  |  | December 31, 2021 |
|  | Average Interest Rate |  |  | Outstanding Balance |  |  | Average Interest Rate |  |  | Outstanding Balance |
Term Loan |  |  |  |  |  | $ | 296,250 |  |  |  |  |  |  | $ | 182,500 |
Revolving Credit |  |  |  |  |  |  | 158,574 |  |  |  |  |  |  |  | 241,055 |
Total before debt issuance costs |  | 1.93% |  |  |  | 454,824 |  |  | 1.65% |  |  |  | 423,555 |
Unamortized debt issuance costs |  |  |  |  |  |  | (4,749 | ) |  |  |  |  |  |  | (1,950 | )
Total |  |  |  |  |  | $ | 450,075 |  |  |  |  |  |  | $ | 421,605 |
Current portion of long-term debt |  |  |  |  |  | $ | 15,000 |  |  |  |  |  |  | $ | 10,000 |
Long-term debt - non-current |  |  |  |  |  |  | 435,075 |  |  |  |  |  |  |  | 411,605 |
Total |  |  |  |  |  | $ | 450,075 |  |  |  |  |  |  | $ | 421,605 |
On May 6, 2022, the Company entered into the Restated Credit Agreement with a group of lenders with (a) PNC Bank, National Association as the Administrative Agent and (b) PNC Capital Markets LLC, BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A., as joint lead arrangers. The various facilities under the Restated Credit Agreement are referred to as the “Credit Facility”, which the Restated Credit Agreement governs. The Restated Credit Agreement amended and restated the Existing Credit Agreement to, among other things, (a) maintain the existing $600 million revolving credit facility (together and inclusive of a $75 million swing line sublimit and $100 million sublimit for letters of credit); (b) increase the existing term loan facility from $200 million to $300 million; (c) provide for a new delayed draw term loan facility of $400 million; (d) maintain the existing incremental credit facility to make, subject to approval of the lenders' making such loans, incremental term or revolving credit loan(s) in the aggregate principal amount of not more than $300 million; (f) increase the maximum Consolidated Leverage Ratio (as such term is defined in the Restated Credit Agreement) from 4.00 to 1.00 to 4.50 to 1.00 (with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a "Material Permitted Acquisition", as such term is defined in the Restated Credit Agreement); (g) maintain the minimum Consolidated Interest Coverage Ratio (as such term is defined in the Restated Credit Agreement) of 3.00 to 1.00; (h) increase the foreign currency debt limit in Euro and Sterling Pounds from $30 million equivalent to $200 million equivalent; (i) modify LIBOR based interest pricing conventions with SOFR based interest pricing conventions; (j) extend the maturity date of the Credit Facility until May 6, 2027; (k) incorporate various provisions and conventions encouraged by the Loan Syndication and Trade Association; and (l) modify certain definitions and certain covenants. Under the Restated Credit Agreement, the Company has the option to borrow funds under the Credit Facility at interest rates based on both term SOFR (i.e. 1, 3, or 6-month rates) and the Base Rate (as defined herein), at its discretion, plus their applicable margins. The Base Rate is a fluctuating rate of interest equal to the highest of (a) the Overnight Bank Funding Rate (as defined in the Restated Credit Agreement), plus 0.5%, (b) the Prime Rate (as defined in the Restated Credit Agreement) and (c) the Daily Simple SOFR Rate (as defined in the Restated Credit Agreement) plus 1%, all as then adjusted to include the Applicable Margin (as defined in the Restated Credit Agreement) as then in effect (and as determined pursuant to the then current Consolidated Leverage Ratio). The Credit Facility is collateralized by substantially all the assets of the Company and its material domestic subsidiaries and requires that the Company remain in compliance with certain financial and non-financial covenants including, but not limited to the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio. The Credit Facility also includes other terms and conditions, covenants, and other provisions of the Restated Credit Agreement that are materially consistent with the Existing Credit Agreement. As of June 30, 2022, the Company had $454.8 million of long-term debt outstanding from the Credit Facility (including the term loan of $296.3 million, exclusive of unamortized debt issuance costs of $4.7 million), unused delayed draw term loan facility $400.0 million, and unused borrowing capacity under the $600.0 million revolving line of credit of $438.1 million under the Credit Facility. The unused borrowing capacity is inclusive of nine outstanding letters of credit totaling $3.3 million. Taking into account the financial, performance-based limitations, available borrowing capacity (excluding the accordion, the delayed draw term loan, and the term loan) was $410.9 million as of June 30, 2022. Future scheduled repayments of debt principal are as follows:
Payments due by |  | Term Loan |  |  | Revolving Credit |  |  | Total |
June 30, 2023 |  | $ | 15,000 |  |  | $ | — |  |  | $ | 15,000 |
June 30, 2024 |  |  | 15,000 |  |  |  | — |  |  |  | 15,000 |
June 30, 2025 |  |  | 16,875 |  |  |  | — |  |  |  | 16,875 |
June 30, 2026 |  |  | 22,500 |  |  |  | — |  |  |  | 22,500 |
May 6, 2027 (Maturity) |  |  | 226,875 |  |  |  | 158,574 |  |  |  | 385,449 |
Total |  | $ | 296,250 |  |  | $ | 158,574 |  |  | $ | 454,824 |

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- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 + Details
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