AMN 2017 Annual Report

54 The indenture governing the Notes contains covenants that, among other things, restrict the ability of the Company to: • sell assets, • pay dividends or make other distributions on capital stock or make payments in respect of subordinated indebtedness, • make investments, • incur additional indebtedness or issue preferred stock, • create, or permit to exist, certain liens, • enter into agreements that restrict dividends or other payments from restricted subsidiaries, • consolidate, merge or transfer all or substantially all of its assets, • engage in transactions with affiliates, and • create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. The indenture governing the Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities. The Notes and the related guarantees thereof are not subject to any registration rights agreements. (c) Debt Balances Outstanding debt balances as of December 31, 2017 and 2016 consisted of the following: As of December 31, 2017 2016 Second Term Loan — 44,063 Notes 325,000 325,000 Total debt outstanding 325,000 369,063 Less unamortized fees (5,157) (6,121) Less current portion of notes payable — (3,750) Long-term portion of notes payable $ 319,843 $ 359,192 The aggregate principal amount of the Notes mature on October 1, 2024. (d) Letters of Credit At December 31, 2017, the Company maintained outstanding standby letters of credit totaling $21,976 as collateral in relation to its professional liability insurance agreements, workers compensation insurance agreements, and a corporate office lease agreement. Of the $21,976 outstanding letters of credit, the Company has collateralized $2,656 in cash and cash equivalents and the remaining amount has been collateralized by the Revolver. Outstanding standby letters of credit at December 31, 2016 totaled $15,379. (9) Retirement Plans The Company maintains the AMN Services 401(k) Retirement Savings Plan (the “AMN Plan”), which the Company believes complies with the IRC Section 401(k) provisions. The AMN Plan covers all employees that meet certain age and other eligibility requirements. An annual discretionary matching contribution is determined by the Compensation and Stock Plan Committee of the Board of Directors each year. Employer contribution expenses incurred under the AMN Plan were $4,486, $5,010 and $1,618 for the years ended December 31, 2017, 2016 and 2015, respectively. The Company has a deferred compensation plan for certain executives and key employees (the “Plan”). The Plan is not intended to be tax qualified and is an unfunded plan. The Plan is composed of deferred compensation and all related income and losses attributable thereto. Discretionary matching contributions to the Plan are made that vest incrementally so that the employee is fully vested in the match following five years of employment with the Company. Under the Plan, participants can defer up to 80% of their base salary, 90% of their bonus and 100% of their vested RSUs or vested PRSUs. An annual discretionary matching contribution is determined by the Compensation and Stock Plan Committee of the Board of Directors each year. Employer contributions under the Plan were $4,545, $3,032 and $974 for the years ended December 31, 2017, 2016 and 2015, respectively. In connection with the administration of the Plan, the Company has purchased company-owned life insurance policies insuring the lives of certain officers and key employees. The cash surrender value of these policies was