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Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of December 31, 2014 :
________________________
As of December 31, 2014 , our liability for uncertain tax positions was $37.6 million
. The future payments related to uncertain tax positions have not been presented in
the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities. In addition, with the acquisition of Ookla, acquired on December 1,
2014 (see Note 3 -
Business Acquisitions), contingent consideration of up to an aggregate of $40.0 million may be payable upon achieving certain future income thresholds and
was determined to have a fair value of $15.0 million which was recorded as an other long-
term liability on the consolidated balance sheet at December 31, 2014. We have not been
presented this contingent consideration in the table above due to the uncertainty of the amounts and timing of cash settlement.
Credit Agreement
On January 5, 2009, we entered into a Credit Agreement with Union Bank, N.A. in order to further enhance our liquidity in the event of potential acquisitions or other
corporate purposes. The Credit Agreement was amended on August 16, 2010, July 13, 2012 and November 9, 2012. The July 13, 2012 amendment was entered into in connection
with the issuance of the Senior Notes as discussed in Note 8 - Long-Term Debt -
and extended the Revolving Credit Commitment Termination Date (as defined in the Credit
Agreement) to November 14, 2013. The November 9, 2012 amendment was entered into in connection with the acquisition of Ziff Davis, Inc. as discussed in Note 3 -
Business
Acquisitions. The November 19, 2013 amendment extended the revolving credit commitment termination date to November 14, 2016 and amended certain definitions and
covenants. On November 26, 2014, the Company and Union Bank, N.A. mutually agreed to terminate the Credit Agreement dated January 5, 2009.
- 46 -
Payment Due by Period (in thousands)
Contractual Obligations
1 Year
2-3 Years
4-5 Years
More than 5
Years
Total
Long-term debt - principal (a)
$
—
$
—
$
—
$
652,500
$
652,500
Long-term debt - interest (b)
33,081
66,163
66,163
39,344
204,751
Operating leases (c)
9,025
13,149
7,985
1,161
31,320
Telecom services and co-location facilities (d)
1,841
1,701
34
—
3,576
Holdback payment (e)
14,863
15,447
—
—
30,310
Other (f)
1,081
367
—
—
1,448
Total
$
59,891
$
96,827
$
74,182
$
693,005
$
923,905
(a) These amounts represent principal on long-
term debt.
(b) These amounts represent interest on long-
term debt.
(c)
These amounts represent undiscounted future minimum rental commitments under noncancellable leases.
(d)
These amounts represent service commitments to various telecommunication providers.
(e)
These amounts primarily represent the holdback amounts in connection with certain business acquisitions.
(f)
These amounts primarily represent certain consulting and Board of Director fee arrangements and software license commitments.