DEBT

Current and long-term debt consisted of the following at

December

31,

2016

and

2015:

(in thousands)	December 31, 2016						December 31, 2015
	Current			Long-Term			Current			Long-Term
Borrowings under Credit Facility	$	-		$	12,185		$	-		$	3,002
Revenue equipment installment notes; weighted average interest rate of 3.3% at December 31, 2016, and 3.6% December 31, 2015, due in monthly installments with final maturities at various dates ranging from January 2017 to December 2022, secured by related revenue equipment		23,986			127,840			38,461			163,387
Real estate notes; weighted average interest rate of 2.4% and 2.0% at December 31, 2016 and 2015, respectively, due in monthly installments with fixed maturities at December 2018 and August 2035, secured by related real-estate		1,224			28,907			1,184			30,124
Deferred loan costs		(263	)		(256	)		(250	)		(456	)
Total debt		24,947			168,676			39,395			196,057
Principal portion of capital lease obligations, secured by related revenue equipment		2,441			19,761			4,031			10,547

Total debt and capital lease obligations	$	27,388		$	188,437		$	43,426		$	206,604

We and substantially all of our subsidiaries (collectively, the "Borrowers") are parties to a Third Amended and Restated Credit Facility (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. ("JPM," and together with the Agent, the "Lenders").

The Credit Facility is a

$95.0

million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows us to request an increase in the revolving credit facility of up to

$50.0

million subject to Lender acceptance of the additional funding commitment. The Credit Facility includes, within our

$95.0

million revolving credit facility, a letter of credit sub facility in an aggregate amount of

$95.0

million and a swing line sub facility in an aggregate amount equal to the greater of

$10.0

million or

10%

of the Lenders' aggregate commitments under the Credit Facility from time-to-time.

2015,

we entered into an

eleventh

amendment to the Credit Facility, which, among other things, (i) amended the "Applicable Margin" to improve the interest rate grid, (ii) improved the unused line fee pricing to

0.25%

per annum, retroactive to

July

2015

(previously the fee was

0.375%

per annum when availability was less than

$50.0

million and

0.5%

per annum when availability was at or over such amount), (iii) required each of Driven Analytic Solutions, LLC ("DAS") and Covenant Properties, LLC ("CPI") to be joined to the Credit Agreement as guarantors, (iv) required each of DAS, CPI and Star Properties Exchange, LLC, a Tennessee limited liability company, to pledge certain of its assets as security, (v) contained conditional amendments increasing the borrowing base real estate sublimit and lowering the amortization of the real estate sublimit, (vi) made technical amendments to a variety of sections, including without limitation, permitted investments, permitted stock repurchases, permitted indebtedness, and permitted liens, (vii) consented to our purchase of our headquarters, including related financing, and (viii) extended the maturity date from

September

2017

September

2018.

In exchange for these amendments, we agreed to pay fees of

$0.2

million. In

2016,

we entered into the

twelfth

and

thirteenth

amendments to the Credit Facility, which among other things (i) increases the approved amount for share repurchases to

$45.0

million, subject to certain limitations based on the available borrowing capacity under the Credit Facility, and (ii) permitted the formation of Heritage Insurance, Inc., and substituted certain language to ensure the federal funds rate or LIBOR would not be less than

zero.

Borrowings under the Credit Facility are classified as either "base rate loans" or "LIBOR loans." Base rate loans accrue interest at a base rate equal to the greater of the Agent’s prime rate, the federal funds rate plus

0.5%,

or LIBOR plus

1.0%,

plus an applicable margin ranging from

0.5%

1.0%;

while LIBOR loans accrue interest at LIBOR, plus an applicable margin ranging from

1.5%

2.0%.

The applicable rates are adjusted quarterly based on average pricing availability. The unused line fee is the product of

0.25%

times the average daily amount by which the Lenders' aggregate revolving commitments under the Credit Facility exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate or revenue equipment pledged under other financing agreements, including revenue equipment installment notes and capital leases.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A)

$95.0

million, minus the sum of the stated amount of all outstanding letters of credit; or (B) the sum of (i)

85%

of eligible accounts receivable, plus (ii) the lesser of (a)

85%

of the appraised net orderly liquidation value of eligible revenue equipment, (b)

95%

of the net book value of eligible revenue equipment, or (c)

35%

of the Lenders' aggregate revolving commitments under the Credit Facility, plus (iii) the lesser of (a)

$25.0

million or (b)

65%

of the appraised fair market value of eligible real estate. We had

$12.2

million of borrowings outstanding under the Credit Facility as of

December

31,

2016,

undrawn letters of credit outstanding of approximately

$27.2

million, and available borrowing capacity of

$55.6

million. The interest rate on outstanding borrowings as of

December

31,

2016,

was

2.3%

$9.0

million of base rate loans and

4.3%

$3.2

million of LIBOR loans. Based on availability as of

December

31,

2016

and

2015,

there was

fixed charge coverage requirement.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility

may

be accelerated, and the Lenders' commitments

may

be terminated. If an event of default occurs under the Credit Facility and the Lenders cause all of the outstanding debt obligations under the Credit Facility to become due and payable, this could result in a default under other debt instruments that contain acceleration or cross-default provisions. The Credit Facility contains certain restrictions and covenants relating to, among other things, debt, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, and affiliate transactions. Failure to comply with the covenants and restrictions set forth in the Credit Facility could result in an event of default.

Capital lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility. The leases in effect at

December

31,

2016

terminate in

January

2017

through

December

2022

and contain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum capital lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses.

Pricing for the revenue equipment installment notes is quoted by the respective financial affiliates of our primary revenue equipment suppliers and other lenders at the funding of each group of equipment acquired and include fixed annual rates for new equipment under retail installment contracts. The notes included in the funding are due in monthly installments with final maturities at various dates ranging from

January

2017

January

2022.

The notes contain certain requirements regarding payment, insuring of collateral, and other matters, but do not have any financial or other material covenants or events of default except certain notes totaling

$166.1

million are cross-defaulted with the Credit Facility. Additionally, a portion of the our fuel hedge contracts totaling

$3.6

million at

December

31,

2016,

is cross-defaulted with the Credit Facility. Additional borrowings from the financial affiliates of our primary revenue equipment suppliers and other lenders are expected to be available to fund new tractors expected to be delivered in

2017,

while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, capital leases, and/or from the Credit Facility.

August

2015,

we financed a portion of the purchase of our corporate headquarters, a maintenance facility, and certain surrounding property in Chattanooga, Tennessee by entering into a

$28.0

million variable rate note with a

third

party lender. Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to

4.2%.

See Note

for further information about the interest rate swap.

As of

December

31,

2016,

the scheduled principal payments of debt, excluding capital leases for which future payments are discussed in Note

are as follows:

	(in thousands)
2017	$	25,210
2018		39,783
2019		29,014
2020		58,424
2021		14,136
Thereafter	$	27,575