INDEBTEDNESS

Indebtedness consisted of the following at September 30, 2015 and December 31, 2014 (in millions):



	September 30, 2015			December 31, 2014
4¹/₂% Senior term loan due 2016	$	223.4		$	242.0
Credit facility, expiring 2020	653.1			404.4
1.056% Senior term loan due 2020	223.4			—
5⁷/8% Senior notes due 2021	301.6			300.0
Other long-term debt	139.5			145.5
	1,541.0			1,091.9
Less: Current portion of long-term debt	(87.4		)	(94.3		)
4¹/₂% Senior term loan due 2016	(223.4		)	—
Total indebtedness, less current portion	$	1,230.2		$	997.6

4 ¹/2% Senior Term Loan

The Company’s €200.0 million (or approximately $223.4 million as of September 30, 2015) 4¹/2% senior term loan with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”) is due May 2, 2016. The Company has the ability to prepay the term loan before its maturity date. Interest is payable on the term loan at 4¹/2% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The term loan contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of default. The Company also has to fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio.

Credit Facility

The Company’s revolving credit and term loan facility consists of an $800.0 million multi-currency revolving credit facility and a €312.0 million (or approximately $348.5 million as of September 30, 2015) term loan facility. The Company is not required to make quarterly payments towards the term loan facility. On June 19, 2015, the Company amended its current credit facility agreement, providing the Company with the ability to replace the current term loan facility denominated in United States dollars with an equivalent amount denominated in Euros. In August 2015, the Company replaced the outstanding term loan facility in the amount of $355.0 million, denominated in U.S. dollars, with an equivalent amount denominated in Euros. The Company also extended the maturity date of the credit facility from June 28, 2019 to June 26, 2020 and amended the interest rate margin. Under the amended credit facility agreement, interest accrues on amounts outstanding, at the Company’s option, depending on the currency borrowed, at either (1) LIBOR or EURIBOR plus a margin ranging from 1.0% to 1.75% based on the Company’s leverage ratio, or (2) the base rate, which is equal to the higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and (iii) one-month LIBOR for loans denominated in US dollars plus 1.0% plus a margin ranging from 0.0% to 0.25% based on the Company’s leverage ratio. Previously, the interest accrued on amounts outstanding under the credit facility, at the Company’s option, at either (1) LIBOR plus a margin ranging from 1.0% to 2.0% based on the Company’s leverage ratio, or (2) the base rate, which is equal to the higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and (iii) one-month LIBOR for loans denominated in US dollars plus 1.0% plus a margin ranging from 0.0% to 0.5% based on the Company’s leverage ratio. As is more fully described below and in Note 11 to the Condensed Consolidated Financial Statements, the Company entered into an interest rate swap in August 2015 to convert the term loan facility’s floating interest rate to a fixed interest rate of 0.33% plus the applicable margin over the remaining life of the term loan facility. The credit facility contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default. The Company also has to fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio. As of September 30, 2015, the Company had $653.1 million of outstanding borrowings under the credit facility and availability to borrow approximately $495.4 million. Approximately $304.6 million was outstanding under the multi-currency revolving credit facility and €312.0 million (or approximately $348.5 million) was outstanding under the term loan facility as of September 30, 2015. As of December 31, 2014, the Company had $404.4 million of outstanding borrowings under its former credit facility and availability to borrow approximately $750.6 million. Approximately $49.4 million was outstanding under the multi-currency revolving credit facility and $355.0 million was outstanding under the term loan facility as of December 31, 2014.

During the third quarter of 2015, the Company designated the €312.0 million ($348.5 million at September 30, 2015) term loan facility as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. See Note 11 to the Condensed Consolidated Financial Statements for additional information about the net investment hedge.

1.056% Senior Term Loan

In December 2014, the Company entered into a term loan with the European Investment Bank, which provided the Company with the ability to borrow up to €200.0 million. The €200.0 million (or approximately $223.4 million as of September 30, 2015) of funding was received on January 15, 2015 with a maturity date of January 15, 2020. The Company has the ability to prepay the term loan before its maturity date. Interest is payable on the term loan at 1.056% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. The term loan contains covenants restricting, among other things, the use of funds for certain research and development projects, the incurrence of indebtedness and the making of certain payments, and is subject to acceleration in the event of default. The Company also has to fulfill financial covenants with respect to a net leverage ratio and an interest coverage ratio.

5 ⁷/8% Senior Notes

The Company’s $301.6 million of 5⁷/8% senior notes due December 1, 2021 constitute senior unsecured and unsubordinated indebtedness. Interest is payable on the notes semi-annually in arrears on June 1 and December 1 of each year. At any time prior to September 1, 2021, the Company may redeem the notes, in whole or in part from time to time, at its option, at a redemption price equal to the greater of (i) 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date at the treasury rate plus 0.5%, plus accrued and unpaid interest, including additional interest, if any. Beginning September 1, 2021, the Company may redeem the notes, in whole or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any. As is more fully described below and in Note 11 to the Condensed Consolidated Financial Statements, the Company entered into an interest rate swap in August 2015 to convert the senior notes’ fixed interest rate to a floating interest rate over the remaining life of the senior notes (a weighted average interest rate of 4.45% from the date of inception of the interest rate swap to September 30, 2015).

Interest Rate Swap Contracts

As previously discussed, the Company entered into two interest rate swap contracts during the three months ended September 30, 2015. One of the interest rate swap contracts converted the fixed interest rate for the Company’s 5⁷/8% senior notes to a floating interest rate over the life of the notes and was accounted for as a fair value hedge. The other interest rate swap contract converted the floating interest rate for the Company’s term loan facility to a fixed interest rate over the life of the facility and was accounted for as a cash flow hedge. See Note 11 to the Condensed Consolidated Financial Statements for additional information about the Company’s interest rate swap contracts.

Standby Letters of Credit and Similar Instruments

The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for insurance coverage. At September 30, 2015 and December 31, 2014, outstanding letters of credit totaled $17.6 million and $18.5 million, respectively.