ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

7. DEBT

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

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

DIRECT AND SUBSIDIARY DEBT

ÌýÌýÌýÌýÌýÌýÌýÌýÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International). ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation is not a guarantor of such subsidiary debt.

ÌýÌýÌýÌýÌýÌýÌýÌýCertain of our subsidiaries are designated as nonguarantor subsidiaries and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Senior Credit Facilities

ÌýÌýÌýÌýÌýÌýÌýÌýAs of JuneÌý30, 2014, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term LoanÌýB"), our extended term loan B facility—seriesÌý2 ("Extended Term Loan B—SeriesÌý2") and our term loan C facility ("Term Loan C") as follows (dollars in millions):

ÌýÌýÌýÌýÌýÌýÌýÌýOur obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), 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.

Amendment to the Credit Agreement

ÌýÌýÌýÌýÌýÌýÌýÌýOn OctoberÌý15, 2013, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into a tenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The amendment, among other things, permits us to incur a senior secured term loan facility in an aggregate principal amount of $1.2Ìýbillion (the "New Term Loan") 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 ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International's acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood. If the acquisition is not consummated, we may use the net proceeds to refinance certain indebtedness of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International. These commitments will expire on SeptemberÌý17, 2014. We intend to make certain modifications to these financing arrangements that will effectively extend the expiration date to DecemberÌý17, 2014.

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.

Notes

ÌýÌýÌýÌýÌýÌýÌýÌýAs of JuneÌý30, 2014, we had outstanding the following notes (monetary amounts in millions):

ÌýÌýÌýÌýÌýÌýÌýÌýOn JuneÌý2, 2014, pursuant to an indenture entered into on DecemberÌý23, 2013, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International issued â‚�145Ìýmillion (approximately $197Ìýmillion) aggregate principal amount of additional 2021 Senior Notes. The notes are recorded at carrying value â‚�150Ìýmillion (approximately $204Ìýmillion) as of JuneÌý30, 2014.

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. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International 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.

ÌýÌýÌýÌýÌýÌýÌýÌýThe 2021 Senior Notes and 2020 Senior Notes are general unsecured senior obligations of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and are guaranteed on a general unsecured senior basis by the Guarantors. The indentures impose certain limitations on the ability of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and its 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 ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International purchase all or a portion of such holder's 2021 and 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

ÌýÌýÌýÌýÌýÌýÌýÌýWe did not redeem or repurchase any of our notes during the six months ended JuneÌý30, 2014. During the six months ended JuneÌý30, 2013, we redeemed or repurchased the following notes (monetary amounts in millions):

Variable Interest Entity Debt

ÌýÌýÌýÌýÌýÌýÌýÌýAs of JuneÌý30, 2014, Arabian Amines Company, our consolidated 50%-owned joint venture, had $166Ìýmillion outstanding under its loan commitments and debt financing arrangements. Arabian Amines Company is currently not in compliance with certain financial covenants under its loan commitments. We do not guarantee these loan commitments, and Arabian Amines Company is not a guarantor of any of our other debt obligations. Arabian Amines Company's noncompliance with its financial covenants does not affect any of our debt obligations. While the lenders under the loan commitments have agreed to certain modifications, we continue discussions with Arabian Amines Company's lenders and expect to resolve the noncompliance. As of JuneÌý30, 2014, the amounts outstanding under these loan commitments were classified as current in our condensed consolidated balance sheets (unaudited).

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

ÌýÌýÌýÌýÌýÌýÌýÌýAs of JuneÌý30, 2014, we have a loan of $807Ìýmillion to our subsidiary, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International (the "Intercompany Note"). The Intercompany Note is unsecured and $100Ìýmillion of the outstanding amount is classified as current as of JuneÌý30, 2014 on our condensed consolidated balance sheets (unaudited). As of JuneÌý30, 2014, under the terms of the Intercompany Note, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. accounts receivable securitization program ("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 U.S. A/R Program and our European accounts receivable securitization program ("European A/R Program" and collectively with the U.S. A/R Program, "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 contained 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 a single financial covenant (the "Leverage Covenant") which applies only to the Revolving Facility and is calculated at the ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International level. 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 ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International's 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 ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would be in default under the Senior Credit Facilities, and, unless ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International 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.