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13. DEBT

ÌýÌýÌýÌýÌýÌýÌýÌýOutstanding debt of consolidated entities consisted of the following (dollars in millions):

DIRECT AND SUBSIDIARY DEBT

Senior Credit Facilities

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013, our Senior Credit Facilities consisted of our Revolving Facility, our Extended Term Loan B, our Extended Term Loan B—SeriesÌý2 and our Term Loan C as follows (dollars in millions):

ÌýÌýÌýÌýÌýÌýÌýÌýOur obligations under the Senior Credit Facilities are guaranteed by our guarantors, which consist of substantially all of our domestic subsidiaries and certain of our foreign subsidiaries, and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries.

ÌýÌýÌýÌýÌýÌýÌýÌýOn DecemberÌý23, 2013, in conjunction with our 2021 Senior Notes issuance we repaid $368Ìýmillion ($352 carrying value) of our Term Loan C. In connection with the repayment, we recognized a loss on early extinguishment of debt of approximately $16Ìýmillion during the year ended DecemberÌý31, 2013.

Amendment to Credit Agreement

ÌýÌýÌýÌýÌýÌýÌýÌýOn OctoberÌý15, 2013, we entered into a tenth amendment to the Credit Agreement. The amendment, among other things, permits us to incur the New Term Loan, a senior secured term loan facility in an aggregate principal amount of $1.2Ìýbillion, and to increase our Revolving Facility.

ÌýÌýÌýÌýÌýÌýÌýÌýWe have entered into commitments with certain financial institutions to provide for the New Term Loan and provide for $200Ìýmillion of the Revolving Increase. We intend to use the net proceeds of the New Term Loan, when funded, to pay the cash consideration related to our acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings,ÌýInc. If the acquisition is not consummated, we may use the net proceeds to refinance certain or our indebtedness.

ÌýÌýÌýÌýÌýÌýÌýÌýThe New Term Loan will mature on the seventh anniversary of the date such New Term Loan is funded and will amortize in aggregate annual amounts equal to 1% of the original principal amount of the New Term Loan, payable quarterly commencing with the first full fiscal quarter ended after the date the New Term Loan is funded. The Revolving Increase will mature on the same date as the Revolving Facility.

ÌýÌýÌýÌýÌýÌýÌýÌýOn AugustÌý22, 2013, we entered into a ninth amendment to the Credit Agreement. The amendment provided for additional term loans in the amount of $100Ìýmillion, the net proceeds of which were used for general corporate purposes. The additional term loans have identical terms to our Extended Term Loan B and are reflected as part of our Extended Term Loan B.

ÌýÌýÌýÌýÌýÌýÌýÌýOn MarchÌý11, 2013, we entered into an eighth amendment to the Credit Agreement. The amendment provided for an additional term loan of $225Ìýmillion, the net proceeds of which were used to repay in full the remaining $193Ìýmillion principal amount under our then outstanding term loan B facility and for general corporate purposes. The additional term loan is recorded at its carrying value of $224Ìýmillion as of DecemberÌý31, 2013. The additional term loan has identical terms to our Extended Term Loan B and is reflected as part of our Extended Term Loan B. In connection with this debt repayment, we recognized a loss on early extinguishment of debt of approximately $1Ìýmillion.

ÌýÌýÌýÌýÌýÌýÌýÌýIn connection with these amendments and debt repayments, we recognized a loss on early extinguishment of debt with regard to our Senior Credit Facilities of approximately $17Ìýmillion and $2Ìýmillion during the years ended DecemberÌý31, 2013 and 2012, respectively.

A/R Programs

ÌýÌýÌýÌýÌýÌýÌýÌýOur A/R Programs are structured so that we grant a participating undivided interest in certain of our trade receivables to the U.S. SPE and the EU SPE. We retain the servicing rights and a retained interest in the securitized receivables. Information regarding our A/R Programs as of DecemberÌý31, 2013 was as follows (monetary amounts in millions):

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013 and 2012, $521Ìýmillion and $520Ìýmillion, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Amendments to A/R Programs

ÌýÌýÌýÌýÌýÌýÌýÌýOn AprilÌý29, 2013, we entered into an amendment to the agreements governing our U.S. A/R Program. This amendment, among other things, extends the scheduled commitment termination date of our U.S. A/R Program by two years to April 2016, provides for additional availability under our U.S. A/R Program and reduces the applicable margin on borrowings to 1.10%.

ÌýÌýÌýÌýÌýÌýÌýÌýOn AprilÌý29, 2013, we entered into an amendment to the agreements governing our EU A/R Program. This amendment, among other things, extends the scheduled commitment termination date of our EU A/R Program by two years to April 2016 and reduces the applicable margin on borrowings to 1.35%.

Notes

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013, we had outstanding the following notes (monetary amounts in millions):

ÌýÌýÌýÌýÌýÌýÌýÌýOur notes are governed by indentures which impose certain limitations on us including, among other things limitations on the incurrence of debt, distributions, certain restricted payments, asset sales, and affiliate transactions. The notes are unsecured obligations and are guaranteed by certain subsidiaries named as guarantors.

ÌýÌýÌýÌýÌýÌýÌýÌýOn DecemberÌý23, 2013, we issued â‚�300Ìýmillion (approximately $415) aggregate principal amount of 2021 Senior Notes. We applied the net proceeds to redeem $368Ìýmillion of our Term Loan C due 2016, pay associated accrued interest and for general corporate purposes.

ÌýÌýÌýÌýÌýÌýÌýÌýThe 2021 Senior Notes bear interest at the rate of 5.125% per year payable semi-annually on AprilÌý15 and OctoberÌý15 of each year and are due on AprilÌý15, 2021. We may redeem the 2021 Senior Notes in whole or in part at any time prior to JanuaryÌý15, 2021 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium and accrued and unpaid interest.

ÌýÌýÌýÌýÌýÌýÌýÌýOn MarchÌý4, 2013, pursuant to an indenture entered into on NovemberÌý19, 2012, we issued $250Ìýmillion aggregate principal amount of 2020 Senior Notes. The aggregate additional notes are recorded at carrying value of $247Ìýmillion as of DecemberÌý31, 2013. We applied the net proceeds to redeem the remaining $200Ìýmillion in aggregate principal amount of our 2016 Senior Notes, to pay associated accrued interest and for general corporate purposes. We issued, on NovemberÌý19, 2012, $400Ìýmillion aggregate principal amount of 2020 Senior Notes.

ÌýÌýÌýÌýÌýÌýÌýÌýThe 2020 Senior Notes bear interest at the rate of 4.875% per year payable semi-annually on MayÌý15 and NovemberÌý15 of each year and are due on NovemberÌý15, 2020. We may redeem the 2020 Senior Notes in whole or in part at any time prior to AugustÌý17, 2020 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium and accrued and unpaid interest.

ÌýÌýÌýÌýÌýÌýÌýÌýThe 2021 Senior Notes and 2020 Senior Notes are general unsecured senior obligations of us and are guaranteed on a general unsecured senior basis by the Guarantors. The indentures impose certain limitations on the ability of us and our subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of nonguarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the 2021 Senior Notes and 2020 Senior Notes will have the right to require that we purchase all or a portion of such holder's 2020 Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

Redemption of Notes and Loss on Early Extinguishment of Debt

ÌýÌýÌýÌýÌýÌýÌýÌýDuring the years ended DecemberÌý31, 2013 and 2012, we redeemed or repurchased the following notes (monetary amounts in millions):

Variable Interest Entity Debt

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013, Arabian Amines Company had $169Ìýmillion outstanding under its loan commitments and debt financing arrangements. Arabian Amines Company, our consolidated 50%-owned joint venture, is currently not in compliance with payment and other obligations under these loan commitments. We do not guarantee these loan commitments and Arabian Amines Company is not a guarantor of any of our other debt obligations, and the noncompliance with these financial covenants does not affect any of our other debt obligations. We are currently in discussions with the lenders under these loan commitments and expect to resolve the noncompliance. As of DecemberÌý31, 2013, the amounts outstanding under these loan commitments were classified as current in our consolidated balance sheets and are comprised of the following:

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  A loan facility from Saudi Industrial Development Fund with SAR 451Ìýmillion (approximately $120Ìýmillion) outstanding. Repayment of the loan is to be made in semiannual installments with final maturity in 2019. The loan is secured by a mortgage over the fixed assets of the project and is 100% guaranteed by the Zamil Group, our 50% joint venture partner.
  
  

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  A multipurpose Islamic term facility with $49Ìýmillion outstanding. This facility is scheduled to be repaid in semiannual installments with final maturity in 2022.

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013, Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾, our consolidated 50%-owned venture has a facility agreement which included a â‚�5Ìýmillion (approximately $7Ìýmillion) revolving facility and â‚�56Ìýmillion (approximately $78Ìýmillion) outstanding under the term loan facility. The facility will be repaid over semiannual installments with the final repayment scheduled for December 2018. Obligations under the facility agreement are secured by, among other things, first priority right on the property, plant and equipment of Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾.

Other Debt

ÌýÌýÌýÌýÌýÌýÌýÌýDuring the year ended DecemberÌý31, 2013, HPS repaid $4Ìýmillion and RMB 293Ìýmillion (approximately $47Ìýmillion) on term loans and working capital loans under its secured facilities. As of DecemberÌý31, 2013, HPS had $4Ìýmillion and RMB 61Ìýmillion (approximately $10Ìýmillion) outstanding under its debt facilities. The interest rate on these facilities is LIBOR plus 0.48% for U.S. dollar borrowings and approximately 90% of the Peoples Bank of China rate for RMB borrowings. As of DecemberÌý31, 2013, the interest rate was approximately 1% for the U.S. dollar borrowings and approximately 6% for RMB borrowings.

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013, HPS has RMB 160Ìýmillion (approximately $26Ìýmillion) under its loan facility for working capital loans and discounting of commercial drafts, which is classified as current portion of debt in our consolidated balance sheets. Interest is calculated using a Peoples Bank of China rate plus the applicable margin. The average all-in rate as of DecemberÌý31, 2013 was approximately 6%.

Note Payable from ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2013, there was an $872Ìýmillion loan outstanding owed by us to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation. The Intercompany Note is unsecured and $100Ìýmillion of the outstanding amount is classified as current as of DecemberÌý31, 2013 in our consolidated balance sheets. As of DecemberÌý31, 2013, under the terms of the Intercompany Note, we promise to pay ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).

COMPLIANCE WITH COVENANTS

ÌýÌýÌýÌýÌýÌýÌýÌýWe believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes. However, Arabian Amines Company, our consolidated 50%-owned joint venture, is currently not in compliance with certain financial covenants under its loan commitments. See "—Variable Interest Entity Debt" above.

ÌýÌýÌýÌýÌýÌýÌýÌýOur material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement.

ÌýÌýÌýÌýÌýÌýÌýÌýOur Senior Credit Facilities are subject to the Leverage Covenant which applies only to the Revolving Facility. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant which requires that our ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1.

ÌýÌýÌýÌýÌýÌýÌýÌýIf in the future we fail to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If we fail to comply with the Leverage Covenant at a time when we have uncollateralized loans or letters of credit outstanding under the Revolving Facility, we would be in default under the Senior Credit Facilities, and, unless we obtain a waiver or forbearance with respect to such default (as to which we can provide no assurance), we could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities.

ÌýÌýÌýÌýÌýÌýÌýÌýThe agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.

MATURITIES

ÌýÌýÌýÌýÌýÌýÌýÌýThe scheduled maturities of our debt (excluding debt to affiliates) by year as of DecemberÌý31, 2013 are as follows (dollars in millions):