Long-term debt consists of the following (in thousands):

 

		September 28, 2019				September 29, 2018
Revolving U.S. credit facility, interest at base rate or adjusted LIBOR rate plus an applicable margin (interest at 4.2% on September 28, 2019) due May 2021		$	101,957			$	85,746
Revolving credit facility with Banco Ficohsa, a Honduran bank, interest at 6.9% due August 2025 (denominated in U.S. dollars)			5,000				4,958
Term loan with Banco Ficohsa, a Honduran bank, interest at 6.0%, monthly installments beginning November 2014 through December 2020 (denominated in U.S. dollars)			800				1,400
Term loan with Banco Ficohsa, a Honduran bank, interest at 6.0%, monthly installments beginning June 2016 through April 2022 (denominated in U.S. dollars)			776				1,067
Term loan with Banco Ficohsa, a Honduran bank, interest at 6.0%, monthly installments beginning October 2017 through September 2021 (denominated in U.S. dollars)			1,953				3,018
Salt Life acquisition promissory note, imputed interest at 3.62%, quarterly payments beginning September 2016 through June 2019			—				2,471
DTG2Go, LLC acquisition promissory note, interest at 6.0%, quarterly payments beginning January 2019 through October 2021			5,250				—
Salt Life Beverage, LLC promissory note, non-interest, lump sum payment due January 2020			100				—
			115,836				98,660
Less current portion of long-term debt			(6,540	)			(6,577	)
Long-term debt, excluding current maturities		$	109,296			$	92,083

 

 

On we entered into a Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, the Sole Lead Arranger and the Sole Book Runner, and the financial institutions named therein as Lenders, which are Wells Fargo, PNC Bank, National Association and Regions Bank. Our subsidiaries M.J. Soffe, LLC, Culver City Clothing Company (f/k/a Junkfood Clothing Company), Salt Life, LLC, and LLC (f/k/a Art Gun, LLC) (collectively, the "Borrowers"), are co-borrowers under the Amended Credit Agreement. 

 

On the Borrowers entered into a First Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set forth therein (the “First Amendment”). The First Amendment amended the definition of Fixed Charge Coverage Ratio within the Amended Credit Agreement to permit up to million of the proceeds received from the sale of certain assets of the Junkfood business to be used towards share repurchases for up to year from the date of that transaction. In addition, the definition of Permitted Purchase Money Indebtedness was amended to extend the time period within which the Borrowers enter into capital leases and to increase the aggregate principal amount of such leases into which the Borrowers enter to up to million.  The definition of Permitted Investments was also amended to permit the Borrowers to make investments in entities that are a party to the Amended Credit Agreement in an aggregate amount of up to million. The First Amendment also allowed the change in the name of our Junkfood Clothing Company subsidiary to Culver City Clothing Company. There were changes to the Amended Credit Agreement related to interest rate, borrowing capacity, or maturity.

 

On the Borrowers entered into a Consent and Second Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set forth therein (the “Second Amendment”). Pursuant to the Second Amendment, Wells Fargo and the other lenders set forth therein consented to Art Gun, LLC’s acquisition of substantially all of the assets of TeeShirt Ink Inc. d/b/a The Second Amendment also: (i) revised certain provisions in the Amended Credit Agreement relating to our ability to pay cash dividends or distributions to shareholders or to repurchase shares of our common stock so that the effects of the Tax Cuts and Jobs Act of did  negatively impact our ability to make such dividends or distributions or to repurchase shares of our common stock during our fiscal year; (ii) amended the definition of Permitted Investments in the Amended Credit Agreement to allow investments in the Honduras partnership (as defined in the Amended Credit Agreement) in an aggregate original principal amount to exceed million; (iii) amended the definition of Permitted Purchase Money Indebtedness in the Amended Credit Agreement to increase the aggregate principal amount of capital leases into which we enter to up to million; (iv) permitted the name change of Art Gun, LLC to LLC; and (v) added new definitions relating to the acquisition.  There were changes to the Amended Credit Agreement related to interest rate, borrowing capacity, or maturity.

 

On the Borrowers entered into a Consent and Third Amendment to the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set forth therein (the “Third Amendment”). Pursuant to the Third Amendment, Wells Fargo and the other lenders set forth therein consented to LLC's acquisition of substantially all of the assets of Silk Screen Ink Ltd. d/b/a SSI Digital Print Services. The Third amendment also: (i) amended the existing loan agreement, including various definitions therein, to add a -in last-out "FILO" borrowing component; and (ii) amended the existing loan agreement, including various definitions therein, to address the potential unavailability or discontinuance of the use of LIBOR rates and updates certain provisions regarding compliance with denied party, sanctioned entity, anti-corruption and anti-money laundering and related laws and regulations and other items.

 

The Amended Credit Agreement allows us to borrow up to million (subject to borrowing base limitations), including a maximum of million in letters of credit. Provided that event of default exists, we have the option to increase the maximum credit to million (subject to borrowing base limitations), conditioned upon the Administrative Agent's ability to secure additional commitments and customary closing conditions. The credit facility matures on

 

Our U.S. revolving credit facility is secured by a -priority lien on substantially all of the real and personal property of Delta Apparel, Junkfood, Soffe, Salt Life, and All loans bear interest at rates, at the Company's option, based on either (a) an adjusted LIBOR rate plus an applicable margin or (b) a base rate plus an applicable margin, with the base rate equal to the greater of (i) the federal funds rate plus (ii) the LIBOR rate plus or (iii) the prime rate announced by Wells Fargo, National Association. The facility requires monthly installment payments of approximately million in connection with fixed asset amortizations, and these amounts reduce the amount of availability under the facility. Annual facility fees are or (subject to average excess availability) of the amount by which million exceeds the average daily principal balance of the outstanding loans and letters of credit accommodations. The annual facility fees are charged monthly based on the principal balances during the immediately preceding month.

 

At we had  million outstanding under our U.S. revolving credit facility at an average interest rate of and had the ability to borrow an additional  million.  This credit facility includes the financial covenant that if the amount of availability falls below the threshold amounts set forth in the Amended Credit Agreement, our Fixed Charge Coverage Ratio (“FCCR”) (as defined in the Amended Credit Agreement) for the preceding -month period must be less than to   We were subject to the FCCR covenant as of because our availability was above the minimum required under the Amended Credit Agreement.  At our FCCR was above the required to ratio and, therefore, we would have satisfied our financial covenant had we been subject to it.  In addition, the credit facility includes customary conditions to funding, representations and warranties, covenants, and events of default.  The covenants include, among other things, limitations on asset sales, consolidations, mergers, liens, indebtedness, loans, investments, guaranties, acquisitions, dividends, stock repurchases, and transactions with affiliates.

 

Proceeds of the loans made pursuant to the Amended Credit Agreement be used for permitted acquisitions (as defined in the Amended Credit Agreement), general operating expenses, working capital, other corporate purposes, and to finance credit facility fees and expenses.  Pursuant to the terms of our credit facility, we are allowed to make cash dividends and stock repurchases if (i) as of the date of the payment or repurchase and after giving effect to the payment or repurchase, we have availability on that date of less than of the lesser of the borrowing base or the commitment, and average availability for the -day period immediately preceding that date of less than of the lesser of the borrowing base or the commitment; and (ii) the aggregate amount of dividends and stock repurchases after does exceed million plus of our cumulative net income (as defined in the Amended Credit Agreement) from the day of the quarter of fiscal year to the date of determination.  At and there was million and million, respectively, of retained earnings free of restrictions to make cash dividends or stock repurchases.

 

The Amended Credit Agreement contains a subjective acceleration clause and a “springing” lockbox arrangement (as defined in ASC  ("ASC )), whereby remittances from customers will be forwarded to our general bank account and will reduce the outstanding debt until and unless a specified event or an event of default occurs. Pursuant to ASC we classify borrowings under the facility as long-term debt. 

 

See Note Events for discussion of the Fourth Amendment to the Fifth Amended and Restated Credit Agreement executed on

 

 

In we acquired Salt Life and issued promissory notes in the aggregate principal amount of million, which included a -time installment of million that was paid as required on and quarterly installments commencing on with the final installment due on The promissory notes were -interest notes and stated that interest would be imputed as required under Section of the Internal Revenue Code.  We had imputed interest at and on the promissory notes that matured on and respectively. As of amounts remained outstanding on these notes.

 

On we acquired substantially all of the assets of Silk Screen Ink, Ltd. d/b/a SSI Digital Print Services.  See Note Acquisitions for more information on this transaction.  In conjunction with this acquisition, we issued a promissory note in the principal amount of million. The promissory note bears interest of with quarterly payments that began with the final installment due As of there was million outstanding for this note.

 

 

Since we have entered into loans and a revolving credit facility with Banco Ficohsa, a Honduran bank, in order to finance both the operations and capital expansion of our Honduran facilities. Each of these loans is secured by a -priority lien on the assets of our Honduran operations, and is guaranteed by our U.S. entities.  These loans are denominated in U.S. dollars, and the carrying value of the debt approximates the fair value.  The revolving credit facility requires minimum payments during each -month period of the -month term; however, the loan agreement permits additional drawdowns to the extent payments are made and certain objective covenants are met.  The current revolving Honduran debt, by its nature, is long-term, as it requires scheduled payments each months.  However, as the loan permits us to re-borrow funds up to the amount repaid, subject to certain covenants, and we intend to re-borrow funds, subject to the objective covenants, the amounts have been classified as long-term debt. Information about these loans and the outstanding balance as of is listed as part of the long-term debt schedule above.

 

The aggregate maturities of debt at are as follows (in thousands):

 

Fiscal Year		Amount
2020		$	6,540
2021			103,518
2022			778
2023			—
2024			—
Thereafter			5,000
		$	115,836