6.  LONG-TERM DEBT

Long-term debt as of September 30, 2011 and December 31, 2010 is summarized as follows (in thousands):

Amended Credit Facility

On July 26, 2011, we entered into an amended and restated credit agreement (the “Amended Credit Facility”) whereby we expanded our existing facility to include $490 million of term loans (the “Term Loans”) and reduced the revolving credit facility from $150 million to $120 million (the “Revolving Loans”).  The Term Loans were fully funded at closing and the proceeds therefrom were used in the acquisition of MediaMind (see Note 4).  The Term Loans were issued net of a 1.0% original issue discount which increased our effective borrowing rate by 0.18%.  The Term Loans mature in 2018, bear interest at the greater of (i) LIBOR plus 4.5% or (ii) 5.75% per annum, payable not less frequently than each quarter, and require scheduled quarterly principal payments of $1.225 million ($4.9 million per year).  Beginning in 2013, the Term Loans require mandatory prepayments of up to 50% of our excess cash flow (as defined in the Amended Credit Facility), depending on our consolidated leverage ratio (as defined in the Amended Credit Facility).  The Revolving Loans mature in 2016; bear interest at the alternative base rate or LIBOR, plus the applicable margin for each rate that fluctuates with the consolidated leverage ratio.  At September 30, 2011, we had $120 million of funds available under the Revolving Loans.  In connection with the Amended Credit Facility, we incurred debt issuance costs of $12.0 million which are being amortized to interest expense over the term of the credit facility and is expected to increase the effective borrowing rate by 0.42%.

The Amended Credit Facility provides for future acquisitions and contains financial covenants pertaining to the maximum consolidated leverage ratio and the minimum fixed charge coverage ratio.  The Amended Credit Facility also contains a variety of customary restrictive covenants, such as limitations on borrowings and investments, and provides for customary events of default.  The Amended Credit Facility prohibits the payment of cash dividends and limits share redemptions and repurchases.  There are no restrictions in our Amended Credit Facility with respect to transfers of cash or other assets from our subsidiaries to us. At September 30, 2011, we were in compliance with the financial and nonfinancial covenants of the Amended Credit Facility. Absent a material deterioration of our financial performance, we expect to remain in compliance with the financial covenants. The Amended Credit Facility is guaranteed by all of our domestic subsidiaries and is collateralized by a first priority lien on substantially all of our assets.

Prior Credit Facility

Prior to entering into the Amended Credit Facility, in May 2011 we entered into a five-year, $150 million revolving credit facility with a group of lenders.  Borrowings under that facility bore interest at the alternative base rate or LIBOR, plus the applicable margin for each rate that fluctuated with the consolidated leverage ratio.