LONG-TERM DEBT

On April 25, 2018, we entered into an eighth amendment and commitment increase (the “Eighth Amendment”) to our former secured credit facility, dated as of August 30, 2012 (as amended, the “Former Credit Agreement”), which amended the Former Credit Agreement as follows:

(i) increase the aggregate revolving credit commitment to $200.0 million;

(ii) permit the Company to use the proceeds of revolving loans (a) to repay certain indebtedness; (b) for working capital and acquisitions; (c) to make certain capital expenditures; (d) to pay interest on certain subordinated indebtedness and refinancing indebtedness (subject to the satisfaction of certain terms and conditions); (e) to prepay, repay, purchase or redeem certain subordinated indebtedness; and (f) for general corporate purposes;

(iii) modify the maximum senior secured leverage ratio covenant; and

(iv) release the mortgage liens of the Administrative Agent on certain real property collateral located in a flood plain, among other things.

Following the effectiveness of the Eighth Amendment, the Former Credit Agreement was comprised of a $200.0 million revolving credit facility and a $150.0 million term loan. Under the Former Credit Agreement, as amended by the Eighth Amendment, we were required to comply with a covenant to maintain a maximum senior secured leverage ratio. We incurred $0.7 million in transaction costs related to the Eighth Amendment of our Former Credit Agreement, which were recorded in Net loss on early extinguishment of debt.

On May 7, 2018, we used the remaining capacity under the Former Credit Agreement from the Eighth Amendment to fund the cash consideration used in our privately-negotiated exchanges of approximately 80% of the then outstanding aggregate principal amount of our 2.75% convertible subordinated notes due March 15, 2021 (the “Convertible Notes”). We recognized (i) a net gain of $1.2 million related to the acquisition of our Convertible Notes; and (ii) a loss of $0.5 million related to transaction costs incurred for the acquisition of our Convertible Notes, all of which were recorded in Net loss on early extinguishment of debt. See Note 15 to the Consolidated Financial Statements included herein for further discussion of the acquisition of our Convertible Notes.

On May 31, 2018, we completed the issuance of $325.0 million in aggregate principal amount of 6.625% senior notes due 2026 (the “Senior Notes”). See Note 16 to the Consolidated Financial Statements included herein for further discussion of the sale of the Senior Notes.

On May 31, 2018, we used $291.4 million of the net proceeds from the sale of the Senior Notes to repay all amounts outstanding under our Former Credit Agreement and all commitments thereunder were terminated. In connection with the repayment in full of all amounts due thereunder, the Former Credit Agreement was retired and $2.0 million of letters of credit previously issued under the Former Credit Agreement were deemed issued under (and remain outstanding under) the New Credit Facility (as defined below). We did not incur any material early termination penalties in connection with the repayment of the Former Credit Agreement. In connection with the termination of the Former Credit Agreement, we recognized (i) a loss of $0.7 million related to the Eighth Amendment transaction costs; and (ii) a loss of $0.9 million of unamortized debt issuance costs related to the Former Credit Agreement, all of which were recorded in Net loss on early extinguishment of debt.

For the year ended December 31, 2018, we recognized a net loss of $0.9 million, which was recorded in Net loss on early extinguishment of debt and consisted of the following: (i) a loss of $1.6 million related to our Former Credit Agreement (discussed above); and (ii) a net gain of $0.7 million related to the acquisition of our Convertible Notes (discussed above).

On May 31, 2018, in connection with the issuance of the Senior Notes, we entered into a new $150.0 million senior secured revolving credit facility (the “New Credit Facility”) with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. Our obligations under the New Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Senior Notes and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Credit Facility Guarantors”).

At closing of the New Credit Facility, we had no outstanding borrowings under the New Credit Facility and $148.0 million of availability after giving effect to the $2.0 million of letters of credit previously issued under the Former Credit Agreement that were deemed issued under (and remain outstanding under) the New Credit Facility. The New Credit Facility includes an accordion feature allowing for future increases in the facility size by an additional amount of up to $75.0 million. The New Credit Facility matures on May 31, 2023.

On November 8, 2018, we entered into a first amendment (the “Amendment”) to the New Credit Facility. The Amendment (i) modified the definition of “EBITDA” in the New Credit Facility to increase from $1,000,000 to $2,000,000 the aggregate amount of severance costs that may be added back to Net Income (as defined in the New Credit Facility) when calculating EBITDA for any period, and (ii) modified the negative covenant restriction on Restricted Payments (as defined in the New Credit Facility) to permit us to acquire or purchase Equity Interests (as defined in the New Credit Facility) subject to the satisfaction of certain conditions and provided that, if before and after giving pro-forma effect to such acquisition or purchase the Total Leverage Ratio (as defined in the New Credit Facility) is (x) equal to or greater than 4.50 to 1.00 but less than or equal to 5.25 to 1.00, then the aggregate amount may not exceed $30,000,000 during the term of the New Credit Facility, and (y) less than 4.50 to 1.00, then the aggregate amount is unlimited.

We incurred $1.1 million in transactions costs related to our New Credit Facility, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.

The New Credit Facility is secured by a first-priority perfected security interest in and lien on substantially all of our personal property assets and those of the Credit Facility Guarantors, and includes provisions which require us and such subsidiaries, upon the occurrence of an event of default under the New Credit Facility, to grant additional liens on real property assets accounting for no less than 50% of our and the Credit Facility Guarantors' funeral operations.

The New Credit Facility contains customary affirmative covenants, including, but not limited to, covenants with respect to

the use of proceeds, payment of taxes and other obligations, continuation of our business and the maintenance of existing rights

and privileges, the maintenance of property and insurance, amongst others.

In addition, the New Credit Facility also contains customary negative covenants, including, but not limited to, covenants that, among other things, restrict (subject to certain exceptions) our ability and the Credit Facility Guarantor's ability to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers or consolidations, and pay dividends and other restricted payments, and the following financial covenants: a total leverage ratio not to exceed 5.50 to 1.00, and a fixed charge coverage ratio of not less than 1.20 to 1.00 as of the end of any period of four consecutive fiscal quarters. We will calculate the financial covenants on a consolidated basis.

Our long-term debt consisted of the following at December 31, 2017 and 2018 (in thousands):



	December 31, 2017			December 31, 2018
New Credit Facility	$	—		$	27,100
Revolving credit facility	92,000			—
Term loan	127,500			—
Acquisition debt	10,548			8,940
Debt issuance costs, net of accumulated amortization of $4,442 and $108	(967		)	(955		)
Less: current portion	(16,927		)	(2,015		)
Total long-term debt	$	212,154		$	33,070

As of December 31, 2018, we had outstanding borrowings under the New Credit Facility of $27.1 million. We had one letter of credit issued on November 30, 2018 and outstanding under the New Credit Facility for approximately $2.0 million, which bears interest at 2.125% and will expire on November 25, 2019. The letter of credit automatically renews annually and secures our obligations under our various self-insured policies. Outstanding borrowings under our New Credit Facility bear interest at either a prime rate or a LIBOR rate, plus an applicable margin based upon our leverage ratio. As of December 31, 2018, the prime rate margin was equivalent to 0.875% and the LIBOR margin was 1.875%. The weighted average interest rate on our New Credit Facility for the six months ended December 31, 2018 was 0.4%. For the six months ended June 30, 2018, the weighted average interest rate on our Former Credit Agreement was 4.0%.

We have no material assets or operations independent of our subsidiaries. All assets and operations are held and conducted by subsidiaries, each of which have fully and unconditionally guaranteed our obligations under the New Credit Facility. Additionally, we do not currently have any significant restrictions on our ability to receive dividends or loans from any New Credit Facility Guarantors.

We were in compliance with the covenants contained in our New Credit Facility as of December 31, 2018, with a leverage ratio of 5.10 to 1.00 and a fixed charge coverage ratio of 1.84 to 1.00.

Acquisition debt consists of deferred purchase price and promissory notes payable to sellers. A majority of the deferred purchase price and notes bear interest at 0% and are discounted at imputed interest rates ranging from 7.3% to 10.0%. Original maturities range from five to twenty years. Imputed interest expense related to our acquisition debt was $0.5 million, $0.9 million and $0.8 million for the years ended December 31, 2016, 2017 and 2018, respectively.

Amortization of debt issuance costs related to our New Credit Facility was $0.1 million for the year ended December 31, 2018. Amortization of debt issuance costs related to our Former Credit Agreement was $0.4 million, $0.3 million and $0.1 million for the years ended December 31, 2016, 2017 and 2018, respectively.

The aggregate maturities of our long-term debt for the next five years subsequent to December 31, 2018 and thereafter are as follows (in thousands):



Years ending December 31,
2019	$	2,015
2020	1,298
2021	1,046
2022	553
2023	27,689
2024 and thereafter	3,439
Total	$	36,040