5 .	LONG-TERM DEBT

Long-term debt as of

March

31,

2017

and

December

31,

2016

consisted of the following (in thousands):

	March 31 , 201 7			December 31, 201 6
Senior Unsecured Notes	$	450,000		$	450,000
Senior Credit Facilities		93,750			95,000
Capital lease obligation		280			284
Total debt		544,030			545,284
Less unamortized debt issuance costs		(7,748	)		(8,148	)
Less current portion of long-term debt		(6,875	)		(6,250	)
Total Long-term debt	$	529,407		$	530,886

5.750%

Senior Unsecured Notes Due

2022.

June

17,

2015,

the Company issued

$450

million aggregate principal amount of

5.750%

senior unsecured notes due

2022

(the “Notes”). The Notes mature on

June

15,

2022

and interest is payable on

June

and

December

of each year.

The Notes have not been, and will not be, registered under the Securities Act of

1933,

as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction and

may

not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. The Notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule

144A

under the Securities Act and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.

The Notes were issued pursuant to an indenture (the “Indenture”) dated as of

June

17,

2015.

The Indenture provides for early redemption of the Notes, at the option of the Company, at the prices and subject to the terms specified in the Indenture. The Indenture includes certain covenants relating to debt incurrence, liens, restricted payments, asset sales and transactions with affiliates, changes in control and mergers or sales of all or substantially all of the Company

’s assets. The Indenture also provides for customary events of default (subject, in certain cases, to customary grace periods).

Senior Credit Facilities Due

2020.

June

30,

2015,

the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The Credit Agreement provides for a

five

-year revolving credit facility in an aggregate amount of

$200

million (the “Revolving Credit Facility”) and a

five

-year term loan facility in an aggregate amount of

$100

million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Credit Facilities”). Concurrently with its entry into the Credit Agreement, the Company borrowed the full amount of the Term Loan Facility (the “Term Loan”).

Borrowings under the Senior Credit Facilities bear interest, at the Company

’s option, at a rate per annum determined by reference to either the London Interbank Offered Rate (“LIBOR”) or an adjusted base rate, in each case plus an applicable interest rate margin. The applicable interest rate margin with respect to LIBOR borrowings is a rate per annum between

1.50%

and

2.25%

and the applicable interest rate margin with respect to adjusted base rate borrowings is a rate per annum between

0.50%

and

1.25%,

in each case determined on a quarterly basis by reference to a pricing grid based upon the Company’s total net leverage ratio. In addition, the Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between

0.25%

per annum and

0.40%

per annum, determined by reference to the pricing grid. As of

March

31,

2017,

borrowings under the Senior Credit Facilities bore interest at a rate of

2.50%

per annum and commitment fees accrue at a rate of

0.25%

per annum. Outstanding borrowings under the Term Loan Facility were

$93.8

million and the Company had

$197.2

million available for borrowing under the Revolving Credit Facility at

March

31,

2017.

The

Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. Letter of credit issuances under the Revolving Credit Facility of

$2.8

million at

March

31,

2017

were held for the benefit of certain general and liability insurance matters and bore interest at a rate of

1.625%

per annum.

The Senior Credit Facilities

may

be prepaid at any time without premium, and periodic principal repayments are due in certain quarterly installments as set forth in the Credit Agreement, with the outstanding balance of the Term Loan Facility to be paid on the

fifth

anniversary of funding.

The Company

may,

subject to the terms and conditions of the Credit Agreement, obtain additional credit facilities of up to

$300

million under the Credit Agreement pursuant to an uncommitted incremental facility.

The Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including limitations on indebtedness, liens, restricted payments, prepayments of certain indebtedness, investments, dispositions of assets, restrictions on subsidiary distributions and negative pledge clauses, fundamental changes, transactions with affiliates and amendments to organizational documents.

The Credit Agreement also requires the Company to maintain specified ratios of total net leverage and

first

lien net leverage to consolidated operating cash flow. The Credit Agreement also contains customary events of default, including non-payment of principal, interest, fees or other amounts, material inaccuracy of any representation or warranty, failure to observe or perform any covenant, default in respect of other material debt of the Company and of its restricted subsidiaries, bankruptcy or insolvency, the entry against the Company or any of its restricted subsidiaries of a material judgment, the occurrence of certain ERISA events, impairment of the loan documentation and the occurrence of a change of control.

The Company was in compliance with all debt covenants as of

March

31,

2017.

As of

March

31,

2017,

the future maturities of long-term debt were as follows (in thousands):

Years Ending December 31 :	Amount
201 7	$	5,013
201 8		8,767
201 9		12,517
20 20		67,517
202 1		17
Thereafter		450,199
Total	$	544,030

February

13,

2017,

the Company entered into an amendment to the Credit Agreement to permit, among other things, the incurrence of the

$650

million of senior secured loans expected to be used to finance the acquisition of NewWave. On

May

2017,

the Company entered into a Restatement Agreement (the “Restatement Agreement”) pursuant to which the Company amended and restated the Credit Agreement (as so amended and restated, the “Amended and Restated Credit Agreement”). See Note

for details on this transaction.