12.

Long-Term Debt


	December 31
	2011			2010
Senior notes—7.125% due 2016	$	150,000		$	150,000
Foundry Park I mortgage loan—due 2015		63,544			66,275
Revolving credit agreement		22,000			4,000
Lines of credit		8,023			1,494
Capital lease obligations		0			144

		243,567			221,913
Current maturities of long-term debt		(10,966	)		(4,369	)

	$	232,601		$	217,544

Senior Notes—The 7.125% senior notes are our senior unsecured obligations and are jointly and severally guaranteed on an unsecured basis by all existing and future domestic restricted subsidiaries wholly-owned by NewMarket. The 7.125% senior notes are due in 2016. We incurred financing costs of approximately $3 million in 2006 related to the 7.125% senior notes, which are being amortized over the term of the agreement. We incurred additional financing costs of approximately $3 million in 2011 for the consents we obtained from the senior note holders related to the change in the formula for calculating the capacity to make restricted payments under the senior notes. Of the $3 million incurred in 2011, $1 million was expensed immediately, with the remaining fees being amortized over the remaining term of the agreement.

The 7.125% senior notes and the subsidiary guarantees rank:

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effectively junior to all of our and the guarantors' existing and future secured indebtedness, including any borrowings under the senior credit facility described below;

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equal in right of payment with any of our and the guarantors' existing and future unsecured senior indebtedness; and

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senior in right of payment to any of our and the guarantors' existing and future subordinated indebtedness.

The indenture governing the 7.125% senior notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

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incur additional indebtedness;

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create liens;

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pay dividends or repurchase capital stock;

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make certain investments;

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sell assets or consolidate or merge with or into other companies; and

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engage in transactions with affiliates.

The more restrictive and significant of the covenants under the indenture include a minimum fixed charge ratio of 2.00, as well as a limitation on restricted payments, as defined in the indenture.

We were in compliance with all covenants under the indenture governing the 7.125% senior notes as of December 31, 2011 and December 31, 2010.

Senior Credit Facility—On November 12, 2010, we entered into a Credit Agreement (Credit Agreement). The Credit Agreement provides for a $300 million, multicurrency revolving credit facility, with a $100 million sublimit for multicurrency borrowings, a $100 million sublimit for letters of credit, and a $20 million sublimit for swingline loans. The Credit Agreement includes an expansion feature, which allows us, subject to certain conditions, to request to increase the aggregate amount of the revolving credit facility or obtain incremental term loans in an amount up to $150 million.

At December 31, 2011, we had outstanding letters of credit of $6.1 million and borrowings of $22.0 million, resulting in the unused portion of the senior credit facility amounting to $271.9 million. For further information on the outstanding letters of credit, see Note 18.

We paid financing costs in 2010 of approximately $2.5 million related to this agreement and carried over deferred financing costs from our previous revolving credit agreement of approximately $700 thousand, resulting in total deferred financing costs of $3.2 million, which we are amortizing over the term of the Credit Agreement.

The obligations under the Credit Agreement are unsecured and are fully guaranteed by NewMarket and the subsidiary guarantors. The revolving credit facility matures on November 12, 2015.

Borrowings made under the revolving credit facility bear interest at an annual rate equal to, at our election, either (1) the ABR plus the Applicable Rate (solely in the case of loans denominated in U.S. dollars to NewMarket) or (2) the Adjusted LIBO Rate plus the Applicable Rate. ABR is the greatest of (i) the rate of interest publicly announced by the Administrative Agent as its prime rate, (ii) the federal funds effective rate from time to time plus 0.5% or (iii) the Adjusted LIBO Rate for a one month interest period plus 1%. The Adjusted LIBO Rate means the rate at which Eurocurrency deposits in the London interbank market for certain periods (as selected by NewMarket) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities and other applicable mandatory costs. Depending on our consolidated Leverage Ratio, the Applicable Rate ranges from 1.00% to 1.50% for loans bearing interest based on the ABR and from 2.00% to 2.50% for loans bearing interest based on the Adjusted LIBO Rate. At December 31, 2011, the Applicable Rate was 1.00% for loans bearing interest based on the ABR and 2.00% for loans bearing interest based on the Adjusted LIBO Rate. Our average interest rate under the Credit Agreement was 2.9% during 2011. At December 31, 2011, the interest rate was 4.25%.

The Credit Agreement contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio of no more than 3.00 to 1.00 and a consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of no less than 3.00 to 1.00, as of the end of each fiscal quarter ending on and after December 31, 2010.

We were in compliance with all covenants under the Credit Agreement at December 31, 2011 and December 31, 2010.

Mortgage Loan Agreement—On January 28, 2010, Foundry Park I entered into a mortgage loan agreement in the amount of $68.4 million. The loan, which is collateralized by the Foundry Park I office building, is for a period of five years, with two thirteen-month extension options. NewMarket Corporation is fully guaranteeing the loan. The mortgage loan bears interest at a variable rate of LIBOR plus a margin of 400 basis points. At December 31, 2011, the interest rate was 4.27%. Principal payments on the loan are being made monthly based on a 15 year amortization schedule, with all remaining amounts due in five years, unless we exercise the extension options. We incurred financing costs of $1.5 million related to the mortgage loan, which are being amortized over the initial term of the agreement.

Concurrently with the closing of the mortgage loan, Foundry Park I obtained an interest rate swap to effectively convert the variable interest rate in the loan to a fixed interest rate by setting LIBOR at 2.642% for five years. Further information on the interest rate swap is in Note 16.

Other Borrowings—One of our subsidiaries in India has a short-term line of credit of 110 million Rupees for working capital purposes. The average interest rate was approximately 10.8% during 2011 and 9.8% during 2010. At December 31, 2011 the interest rate was 11.1%. The outstanding balance on the India line of credit of $1.7 million (90 million Rupees) at December 31, 2011 is due during 2012. Another subsidiary in China has a short-term line of credit of $10 million with an outstanding balance of $6.3 million at December 31, 2011. The average interest rate was approximately 2.3% during 2011 and 2.5% at December 31, 2011. The outstanding balance on the China line of credit is due during 2012.

We recorded our capital lease obligations at the lower of fair market value of the related asset at the inception of the lease or the present value of the total minimum lease payments. The capital lease obligation of approximately $100 thousand was paid off in 2011.

Principal debt payments for the next five years are scheduled as follows:


• 2012	$	11.0 million
• 2013	$	3.2 million
• 2014	$	3.4 million
• 2015	$	76.0 million
• 2016	$	150.0 million