Debt.

Debt consists of the following:



	December 31,
	2016		2015
	(in millions)
5.875% senior unsecured notes due 2022 - Icahn Enterprises/Icahn Enterprises Holdings	$	1,340	$	1,338
6.00% senior unsecured notes due 2020 - Icahn Enterprises/Icahn Enterprises Holdings	1,705		1,706
4.875% senior unsecured notes due 2019 - Icahn Enterprises/Icahn Enterprises Holdings	1,271		1,270
3.50% senior unsecured notes due 2017 - Icahn Enterprises/Icahn Enterprises Holdings	1,174		1,172
Debt and credit facilities - Automotive	3,249		3,121
Debt facilities - Energy	1,118		619
Debt and credit facilities - Railcar	571		2,671
Credit facilities - Gaming	287		289
Credit facilities - Food Packaging	265		267
Capital leases and other	139		141
	$	11,119	$	12,594

Senior Unsecured Notes - Icahn Enterprises and Icahn Enterprises Holdings

5.875% Senior Unsecured Notes Due 2022

On January 29, 2014, we and a wholly owned subsidiary of ours, Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance”), (collectively, the “Issuers”), issued $1.350 billion in aggregate principal amount of 5.875% Senior Notes due 2022 (the “2022 Notes”). The net proceeds from the sale of the 2022 Notes were approximately $1.340 billion after deducting the initial purchaser’s discount and commission and estimated fees and expenses related to the offering. Interest on the 2022 Notes are payable on February 1 and August 1 of each year, commencing August 1, 2014. The 2022 Notes Purchase Agreement contains customary representations, warranties and covenants of the parties and indemnification and contribution provisions whereby the Issuers and the Guarantor, on the one hand, and the 2022 Notes Purchaser, on the other, have agreed to indemnify each other against certain liabilities.

The Issuers issued the 2022 Notes under the indenture dated January 29, 2014 (the “2022 Indenture”), among the Issuers, Icahn Enterprises Holdings (the "Guarantor"), and Wilmington Trust Company, as trustee. The 2022 Indenture contains customary events of defaults and covenants relating to, among other things, the incurrence of debt, affiliate transactions, liens and restricted payments.

In connection with the sale of the 2022 Notes, the Issuers and the Guarantor entered into a certain registration rights agreement dated January 29, 2014. See below for further discussion of this registration rights agreement.

6.00% Senior Unsecured Notes Due 2020

On August 1, 2013, the Issuers issued $500 million aggregate principal amount of 6% Senior Notes due 2020 (the “Initial 2020 Notes”). In addition, on January 21, 2014, the Issuers issued $1.200 billion in aggregate principal amount of 6% Senior Notes due 2020 (the "Additional 2020 Notes" and together with the Initial 2020 Notes, the "2020 Notes"). The net proceeds from the sale of the Initial 2020 Notes and the Additional 2020 Notes were $493 million and approximately $1.217 billion, respectively, after deducting the initial purchasers' discount and commission and estimated fees and expenses related to the offerings. The Additional 2020 Notes constitute the same series of securities of the Initial 2020 Notes for purposes of the indenture governing the notes and vote together on all matters with such series. The Additional 2020 Notes have substantially identical terms as the Initial 2020 Notes. Interest on the 2020 Notes is payable on February 1 and August 1 of each year, commencing February 1, 2014.

The Issuers issued the 2020 Notes under an indenture dated August 1, 2013 (the “2020 Indenture”), among the Issuers, the Guarantor and Wilmington Trust Company, as trustee. The 2020 Indenture contains customary events of defaults and covenants relating to, among other things, the incurrence of debt, affiliate transactions, liens and restricted payments.

In connection with the sale of the Initial 2020 Notes, the Issuers and the Guarantor entered into a registration rights agreement dated August 1, 2013. In connection with the sale of the Additional 2020 Notes, the Issuers and the Guarantor entered into a certain registration rights agreement dated January 29, 2014. See below for further discussion of this registration rights agreements.

4.875% Senior Unsecured Notes Due 2019 and 3.50% Senior Notes due 2017

On January 21, 2014, the Issuers issued $1.275 billion in aggregate principal amount of our 4.875% Senior Notes due 2019 (the “2019 Notes”) and $1.175 billion in aggregate principal amount of our 3.500% Senior Notes due 2017 (the “2017 Notes”). The net proceeds from the sale of the 2019 Notes and the 2017 Notes were $1.269 billion and $1.169 billion, respectively, after deducting the initial purchasers' discount and commission and estimated fees and expenses related to the offering. Interest on the 2019 Notes and the 2017 Notes is payable on March 15 and September 15 of each year and commenced September 15, 2014. As described further in Note 18, "Subsequent Events," we repaid our 2017 Notes in full, including accrued interest, in January 2017.

We used the proceeds from the issuance of the Additional 2020 Notes, the 2019 Notes, and the 2017 Notes to refinance prior senior unsecured notes outstanding at the time. As a result of this refinancing, we recognized a loss of $108 million on extinguishment of debt during the year ended December 31, 2014, which is reflected in other income, net in the consolidated statements of operations.

The Issuers issued the 2019 Notes and the 2017 Notes under an indenture dated January 21, 2014 (the “2017 and 2019 Indenture”), among the Issuers, Icahn Enterprises Holdings, as guarantor, and Wilmington Trust Company, as trustee. The 2017 and 2019 Indenture contains customary events of defaults and covenants relating to, among other things, the incurrence of debt, affiliate transactions, liens and restricted payments.

In connection with the sale of the 2019 Notes and the 2017 Notes, the Issuers and the Guarantor entered into a registration rights agreements dated January 21, 2014. See below for further discussion of this registration rights agreement.

Registration Rights Agreements

Each of our senior unsecured notes described above are subject to registration rights agreements agreed to by the Issuers, the Guarantor and initial purchasers of the respective notes. In accordance with such registration rights agreements, we filed registration statements on Form S-4 for the sole purpose of exchanging the unregistered notes for notes that are registered with the SEC, publicly tradable and which have substantially identical terms as the unregistered notes ("Exchange Notes"). Substantially all of the unregistered senior unsecured notes were properly tendered in the respective exchange offers and accepted by us in exchange for registered Exchange Notes.

Ranking of Senior Unsecured Notes Issued by the Issuers

All of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. All of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

Senior Unsecured Notes Restrictions and Covenants

The indentures governing our senior unsecured notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date we and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.

As of December 31, 2016 and 2015, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of December 31, 2016, based on covenants in the indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness.

Debt Facilities - Automotive

Federal-Mogul

Federal-Mogul has a revolving line of credit in the U.S. ("Federal-Mogul Revolving Facility"), which provides for (i) aggregate commitments available of $600 million, (ii) a maturity date of December 6, 2018, subject to certain limited exceptions, and (iii) additional liquidity of Federal-Mogul's borrowing base. Advances under the Federal-Mogul Revolving Facility generally bear interest at a variable rate per annum equal to (i) the Alternate Base Rate (as defined in the Federal-Mogul Credit Agreement) plus an adjustable margin of 0.50% to 1.00% based on the average monthly availability under the Federal-Mogul Revolving Facility or (ii) Adjusted LIBOR Rate (as defined in the Federal-Mogul Credit Agreement) plus a margin of 1.50% to 2.00% based on the average monthly availability under the Federal-Mogul Revolving Facility. An unused commitment fee of 0.375% also is payable under the terms of the Federal-Mogul Revolving Facility.

On April 15, 2014, Federal-Mogul entered into a tranche B term loan facility (the “Tranche B Facility”) and a tranche C term loan facility (the “Tranche C Facility,” and together with the Tranche B Facility, the “Federal-Mogul Term Facilities”). Immediately following the closing of the Federal-Mogul Term Facilities, Federal-Mogul repaid its then existing outstanding indebtedness. In connection with this debt refinancing, our Automotive segment recognized a non-cash loss on the extinguishment of debt of $36 million during the year ended December 31, 2014, which was attributable to the write-off of the unamortized fair value adjustment and unamortized debt issuance costs.

The Federal-Mogul Term Facilities, among other things, (i) provide for aggregate commitments under the Tranche B Facility of $700 million with a maturity date of April 15, 2018, (ii) provide for aggregate commitments under the Tranche C Facility of approximately $1.9 billion with a maturity date of April 15, 2021, (iii) increase the interest rates applicable to the Federal-Mogul Facilities as described below, (iv) provide that for all outstanding letters of credit there is a corresponding decrease in borrowings available under the Federal-Mogul Revolving Facility, (v) provide that in the event that as of a particular determination date more than $700 million aggregate principal amount of existing term loans and certain related refinancing indebtedness will become due within 91 days of such determination date, the Federal-Mogul Revolving Facility will mature on such determination date, (vi) provide for additional incremental indebtedness, secured on a pari passu basis, of an unlimited amount of additional indebtedness if Federal-Mogul meets a financial covenant incurrence test, and (vii) amend certain other restrictive covenants.

Borrowings under the Tranche B Facility generally bear interest at a variable rate per annum equal to (i) the Alternate Base Rate plus a margin of 2.00% or (ii) the Adjusted LIBOR Rate plus a margin of 3.00%, subject, in each case, to a minimum rate of 1.00% plus the applicable margin. Borrowings under the Tranche C Facility generally bear interest at a variable rate per annum equal to (i) the Alternate Base Rate plus a margin of 2.75% or (ii) the Adjusted LIBOR Rate plus a margin of 3.75%, subject, in each case, to a minimum rate of 1.00% plus the applicable margin.

The obligations under the Federal-Mogul Revolving Facility and the Federal-Mogul Term Facilities agreement are guaranteed by substantially all of the domestic subsidiaries and certain foreign subsidiaries of Federal-Mogul, and are secured by substantially all personal property and certain real property of Federal-Mogul and such guarantors, subject to certain limitations. The liens granted to secure these obligations and certain cash management and hedging obligations have first priority. As such, Federal-Mogul's availability is limited by borrowing base conditions.

The Federal-Mogul Revolving Facility and the Federal-Mogul Term Facilities agreement contains certain affirmative and negative covenants and events of default, including, subject to certain exceptions, restrictions on incurring additional indebtedness, mandatory prepayment provisions associated with specified asset sales and dispositions, and limitations on: i) investments; ii) certain acquisitions, mergers or consolidations; iii) sale and leaseback transactions; iv) certain transactions with affiliates; and v) dividends and other payments in respect of capital stock. Federal-Mogul was in compliance with all debt covenants as of December 31, 2016 and 2015.

As of December 31, 2016 and 2015, the borrowing availability under the Federal-Mogul Revolving Facility was $213 million and $170 million, respectively. As of December 31, 2016 and 2015, the outstanding balance on the Federal-Mogul Revolving Facility was $345 million and $340 million, respectively. Federal-Mogul had $37 million and $40 million of letters of credit outstanding as December 31, 2016 and 2015, respectively, pertaining to Federal-Mogul's term loan credit facility. To the extent letters of credit associated with the Federal-Mogul Revolving Facility are issued, there will be a corresponding decrease in borrowings available under this facility. Availability under the Federal-Mogul Revolving Facility was limited by borrowing base conditions as of December 31, 2016. In addition, Federal-Mogul had additional availability under foreign lines of credit of $60 million and $59 million as of December 31, 2016 and 2015.

The weighted average cash interest rates for Federal-Mogul's debt were approximately 4.3% and 4.4% as of December 31, 2016 and 2015, respectively.

IEP Auto

On August 16, 2016, IEP Auto Holdings LLC, a wholly owned subsidiary of ours and parent company of IEH Auto and Pep Boys, executed a new loan and security agreement (the “IEP Auto Credit Facility”) providing for borrowings of up to $675 million. A portion of the proceeds from the new IEP Auto Credit Facility was used to repay in full both the IEH Auto Revolving Credit Facility and Pep Boys Revolving Credit Facility (each as defined and discussed below). In addition, the IEP Auto Credit Facility replaced both the IEH Auto Revolving Credit Facility and Pep Boys Revolving Credit Facility.

The IEP Auto Credit Facility consists of an asset-based revolving credit facility of $600 million and a first in-last out revolving credit facility of $75 million with a schedule maturity date of August 16, 2021 and August 16, 2019, respectively. The interest rates on the IEP Auto Credit Facility range from LIBOR plus a margin of 1.25% to 2.75% for LIBOR Rate borrowings or Prime Rate plus 0.25% to 1.75% for Prime Rate borrowings at the election of IEP Auto.

As of December 31, 2016, IEP Auto had an aggregate $232 million outstanding under the IEP Auto Credit Facility. As of December 31, 2016, there was $48 million in letters of credit outstanding with respect to the IEP Auto Credit Facility. To the extent letters of credit associated with the IEP Auto Credit Facility are issued, there will be a corresponding decrease in borrowings available under this facility. As of December 31, 2016, taking into account the borrowing base requirements (including reduction for amounts outstanding under the trade payable program), there was $132 million of availability under the IEP Auto Credit Facility.

IEH Auto Credit Facility

On November 25, 2015, IEH Auto entered into a senior secured asset based revolving credit facility (the "IEH Auto Revolving Credit Facility") for $125 million. As discussed above, the IEH Auto Revolving Credit Facility was paid in full from a portion of the proceeds from the IEP Auto Credit Facility and terminated during the third quarter of 2016.

Pep Boys Credit Facility

Pep Boys had a revolving credit agreement (the "Pep Boys Revolving Credit Facility") providing for borrowings of up to $300 million, with an original maturity date of July 26, 2016 and subsequently extended to October 24, 2016. As discussed above, the Pep Boys Revolving Credit Facility was paid in full from a portion of the proceeds from the IEP Auto Credit Facility and terminated during the third quarter of 2016.

Debt and Credit Facilities - Energy

Senior Notes

On October 23, 2012, CVR Refining issued $500 million in aggregate principal amount of 6.5% Senior Notes due 2022 (the "CVR Refining 2022 Notes"). CVR Refining received $493 million of cash proceeds, net of underwriting fees. The CVR Refining 2022 Notes are fully and unconditionally guaranteed by CVR Refining and each of CVR Refining's existing domestic subsidiaries on a joint and several basis. The CVR Refining 2022 Notes mature on November 1, 2022, unless earlier redeemed or repurchased by the issuers. Interest is payable on the CVR Refining 2022 Notes semi-annually on May 1 and November 1 of each year.

The CVR Refining 2022 Notes contain customary covenants for a financing of this type that limit, subject to certain exceptions, the incurrence of additional indebtedness or guarantees, the creation of liens on assets, the ability to dispose of assets, the ability to make certain payments on contractually subordinated debt, the ability to merge, consolidate with or into another entity and the ability to enter into certain affiliate transactions. The CVR Refining 2022 Notes provide that CVR Refining can make distributions to holders of its common units provided, among other things, it has a minimum fixed charge coverage ratio and there is no default or event of default under the CVR Refining 2022 Notes. As of December 31, 2016, CVR Refining was in compliance with the covenants contained in the CVR Refining 2022 Notes.

Amended and Restated Asset Based ("ABL") Credit Facility

CVR Refining has a senior secured asset based revolving credit facility (the "CVR ABL Credit Facility") with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent. The CVR ABL Credit Facility has an aggregate principal amount of up to $400 million with an incremental facility, which permits an increase in borrowings of up to $200 million subject to receipt of additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of CVR Refining and its subsidiaries. The CVR ABL Credit Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of 10% of the total facility commitment for swingline loans and 90% of the total facility commitment for letters of credit. The CVR ABL Credit Facility is scheduled to mature on December 20, 2017.

Borrowings under the CVR ABL Credit Facility bear interest at either a base rate or LIBOR plus an applicable margin. The applicable margin is (i) (a) 1.75% for LIBOR borrowings and (b) 0.75% for prime rate borrowings, in each case if quarterly average excess availability exceeds 50% of the lesser of the borrowing base and the total commitments and (ii) (a) 2.00% for LIBOR borrowings and (b) 1.00% for prime rate borrowings, in each case if quarterly average excess availability is less than or equal to 50% of the lesser of the borrowing base and the total commitments. The CVR ABL Credit Facility also requires the payment of customary fees, including an unused line fee of (i) 0.40% if the daily average amount of loans and letters of credit outstanding is less than 50% of the lesser of the borrowing base and the total commitments and (ii) 0.30% if the daily average amount of loans and letters of credit outstanding is equal to or greater than 50% of the lesser of the borrowing base and the total commitments. CVR Refining will also be required to pay customary letter of credit fees equal to, for standby letters of credit, the applicable margin on LIBOR loans on the maximum amount available to be drawn under and, for commercial letters of credit, the applicable margin on LIBOR loans less 0.50% on the maximum amount available to be drawn under, and customary facing fees equal to 0.125% of the face amount of, each letter of credit.

The CVR ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of CVR Refining and its respective subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries. The CVR ABL Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein. CVR Refining was in compliance with the covenants of the CVR ABL Credit Facility as of December 31, 2016.

As of December 31, 2016, CVR Refining and its subsidiaries had availability under the CVR ABL Credit Facility of $312 million and had letters of credit outstanding of $28 million. There were no borrowings outstanding under the CVR ABL Credit Facility Credit Facility as of December 31, 2016. Availability under the CVR ABL Credit Facility was limited by borrowing base conditions as of December 31, 2016.

CVR Partners 2023 Senior Secured Notes

On June 10, 2016, CVR Partners issued $645 million aggregate principal amount of 9.25% Senior Secured Notes due 2023 (the "CVR Partners 2023 Notes"). The CVR Partners 2023 Notes mature on June 15, 2023, unless earlier redeemed or repurchased by the issuers. Interest on the CVR Partners 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016. The CVR Partners 2023 Notes are guaranteed on a senior secured basis by all of the Nitrogen Fertilizer Partnership’s existing subsidiaries. CVR Partners received $623 million of cash proceeds, net of the original issue discount and underwriting fees, but before deducting other third-party fees and expenses associated with the offering. The net proceeds from the sale of the CVR Partners 2023 Notes were used to: (i) repay all amounts outstanding under the senior term loan credit facility with Coffeyville Resources, LLC; (ii) finance the CVR Nitrogen 2021 Notes tender offer (discussed below) and (iii) to pay related fees and expenses.

The CVR Partners 2023 Notes contain customary covenants for a financing of this type that, among other things, restrict CVR Partners' ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase CVR Partners' units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from CVR Partners' restricted subsidiaries to CVR Partners; (vii) consolidate, merge or transfer all or substantially all of CVR Partners' assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.

CVR Nitrogen 2021 Notes

Prior to the acquisition of CVR Nitrogen by CVR Partners, CVR Nitrogen issued $320 million of 6.5% senior secured notes due 2021 (the "CVR Nitrogen 2021 Notes"). The CVR Nitrogen 2021 Notes are scheduled to mature on April 15, 2021, unless repurchased or redeemed earlier in accordance with their terms. Subsequent to our acquisition of CVR Nitrogen in 2016, CVR Nitrogen repurchased $315 million of the CVR Nitrogen 2021 Notes, plus $5 million in premiums and accrued and unpaid interest. The repurchase of a portion of the CVR Nitrogen 2021 Notes resulted in a loss on extinguishment of debt of $5 million for the year ended December 31, 2016. As of December 31, 2016, $2 million of the CVR Nitrogen 2021 Notes remained outstanding.

CVR Partners 2016 Credit Facility

On September 30, 2016, CVR Partners entered into a senior secured asset based revolving credit facility (the "CVR Partners Credit Facility") that provided availability of up to $50 million with an incremental facility, which permits an increase in borrowings of up to $25 million in the aggregate subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of CVR Partners and its subsidiaries. The CVR Partners Credit Facility provides for loans and standby letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of the lesser of 10.0% of the total facility commitment and $5 million for swingline loans and $10 million for letters of credit. The CVR Partners Credit Facility is scheduled to mature on September 30, 2021.

At the option of the borrowers, loans under the CVR Partners Credit Facility initially bear interest at an annual rate equal to (i) 2.0% plus LIBOR or (ii) 1.0% plus a base rate, subject to a 0.5% step-down based on the previous quarter’s excess availability. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.

The CVR Partners Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Nitrogen Fertilizer Partnership and its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests or create subsidiaries and unrestricted subsidiaries. The CVR Partners Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein.

As of December 31, 2016, CVR Partners and its subsidiaries had availability under the CVR Partners Credit Facility of $49 million. There were no borrowings outstanding under the CVR Partners Credit Facility as of December 31, 2016.

CVR Partners 2011 Credit Facility

CVR Partners' prior credit facility included a term loan in the amount of $125 million and a revolving credit facility with no amounts outstanding as of December 31, 2015. On April 1, 2016, CVR Partners repaid all amounts outstanding with respect to its term loan under the credit facility and the credit facility was terminated.

Debt and Credit Facilities - Railcar

ARI

2014 Lease Fleet Financing

In connection with a certain refinancing transaction, ARI incurred a $2 million loss on extinguishment of debt in 2014, which is reflected in other income, net in our consolidated statements of operations.

2015 Lease Fleet Financing

On January 29, 2015, ARI refinanced its lease fleet financing facilities to, among other things, increase the aggregate borrowings thereunder. In connection with the refinancing, a subsidiary of ARI completed a private placement of $626 million in aggregate principal amount of notes consisting of $250 million in aggregate principal amount of its 2.98% fixed rate secured railcar equipment notes and $376 million in aggregate principal amount of its 4.06% fixed rate secured railcar equipment notes (collectively, the "ARI 2015 Notes"). Of the aggregate principal amount, $409 million was used to refinance certain lease fleet financing facilities, resulting in net proceeds of $212 million. In conjunction with the refinancing, our Railcar segment incurred a $2 million loss on debt extinguishment in for the year ended December 31, 2015, which is reflected in other income, net in the consolidated statements of operations. As of December 31, 2016, the outstanding principal balance on the ARI 2015 Notes was $576 million. The ARI 2015 Notes have a legal final maturity date of January 17, 2045 and an expected principal repayment date of January 15, 2025.

Interest on the ARI 2015 Notes is payable monthly on the 15th calendar day of each month in accordance with the flow of funds provisions described in the ARI Indenture. While the legal final maturity date of the ARI 2015 Notes is January 17, 2045, cash flows from certain assets will be applied, pursuant to the flow of funds provisions of the indenture, so as to achieve monthly targeted principal balances. Also, under the flow of funds provisions of the indenture, early amortization of the ARI 2015 Notes may be required in certain circumstances. If the ARI 2015 Notes are not repaid by the expected principal repayment date on January 15, 2025, additional interest will accrue at a rate of 5.0% per annum and be payable monthly according to the flow of funds. ARI is required to maintain deposits in a liquidity reserve bank account equal to nine months of interest payments. As of both December 31, 2016 and 2015, the liquidity reserve amount was $17 million, and included within cash held at consolidated affiliated partnerships and restricted cash on the consolidated balance sheets.

The ARI 2015 Notes contain covenants which limit, among other things, ARI's ability to incur additional indebtedness or encumbrances on its assets, pay dividends or make distributions, make certain investments, perform its business other than specified activities, enter into certain types of transactions with its affiliates, and sell assets or consolidate or merge with or into other companies. These covenants are subject to a number of exceptions and qualifications. ARI was in compliance with all of these covenants as of December 31, 2016.

2015 Revolving Credit Facility

In December 2015, ARI completed a financing of its railcar lease fleet with availability of up to $200 million under a credit agreement ("ARI 2015 Credit Agreement"). The initial amount drawn from the revolving credit facility ("ARI Revolving Loan") obtained at closing amounted to $100 million, net of fees and expenses. In February 2016, ARI repaid amounts outstanding under the ARI Revolving Loan in full and as of December 31, 2016, ARI had borrowing availability of $200 million under the ARI Revolving Loan.

The ARI Revolving Loan accrues interest at a rate per annum equal to Adjusted LIBOR (as defined in the ARI 2015 Credit Agreement) for the applicable interest period, plus 1.45%. Interest is payable on the last day of each 1, 2, or 3-month interest period, the day of any mandatory prepayment, and the maturity date.

The ARI Revolving Loan and the other obligations under the ARI 2015 Credit Agreement are fully recourse to ARI and are secured by a first lien and security interest on certain specified railcars (together with specified replacement railcars), related leases, related receivables and related assets, subject to limited exceptions, a controlled bank account, and following an election by ARI, the Railcar Management Agreement with ARL.

Subject to the provisions of the ARI 2015 Credit Agreement, the ARI Revolving Loan may be borrowed and reborrowed until the maturity date. The final scheduled maturity of the ARI Revolving Loan is December 10, 2018, or such earlier date as provided in the Credit Agreement. ARI was in compliance with all of its covenants under the ARI 2015 Credit Agreement as of December 31, 2016.

As of December 31, 2016 and 2015, the net book value of the railcars that were pledged as part of the Lease Fleet Financings was $544 million and $564 million, respectively.

ARL Sale and Railcar Management Transition Agreement

On December 16, 2016, ARI entered into the RMTA with ARL to manage the transition from ARL to ARI, of the management of ARI's railcar leasing business in anticipation of the ARL Initial Sale. The RMTA, among other things, (i) permits ARI to assume the management of its leased railcars following the consummation of the ARL Initial Sale; (ii) requires ARI to use commercially reasonable efforts to obtain the consent of noteholders (the “ARI Noteholder Consent”) for ARI to replace ARL as manager of the ARI's railcars under the Indenture and certain related documents; and (iii) requires ARL to transfer to ARI certain books and records and electronic data with respect to ARI's leased railcars and ARI’s leasing businesses and otherwise assist in the transfer of the management of the leasing businesses to ARI, provided that if ARI does not obtain the ARI Noteholder Consent, ARL will remain the manager of ARI's railcars under the Indenture. ARI has no obligation to pay any consent or similar fees in connection with obtaining the ARI Noteholder Consent. ARI also anticipates amending the 2015 Credit Agreement to permit ARI to separate the management of its railcars from ARL’s management.

ARL

In connection with the ARL Initial Sale, as described in Note 1, "Description of Business and Basis of Presentation - Agreement to Sell ARL," our Railcar segment has debt outstanding of approximately $1.7 billion classified within liabilities held for sale on the consolidated balance sheet as of December 31, 2016, which represents the entire debt balance relating to ARL. The following discussion includes debt relating to ARL for all periods presented, including debt classified within liabilities held for sale.

As December 31, 2016 and 2015, ARL was in compliance with all debt covenants with respect to revolving credit facility, term loans and bond securitization notes as described below.

Revolving Credit Facilities

On December 19, 2014, ARL closed on the Citizen's Bank revolving credit facility (the "Citizen Bank Revolver"), with Citizen Bank's as the administrative agent, along with several other participating banks. The capacity of the Citizen Bank Revolver is $250 million. In addition, under certain circumstances, ARL has the ability to increase the Citizen Bank Revolver credit availability by $100 million to a total availability of $350 million. The Citizen Bank Revolver bears interest of LIBOR plus1.45% with a maturity date of December 19, 2017. The Citizen Bank Revolver is secured by railcars and related leases and lease receivables and is subject to certain covenants, including maintenance of certain financial ratios related to net worth, utilization and loan to value. As of December 31, 2016 and 2015 there were $243 million and $250 million, respectively, borrowings under the Citizen Bank Revolver.

Term Notes

ARL and its wholly owned subsidiaries have various term loans, all of which are non-recourse to us, some of which bear interest at variable rates based on LIBOR and have maturities between 2017 and 2022, and the rest bear interest at rates between 3.07% and 6.95% and have maturities between 2018 and 2020. As of December 31, 2016 and 2015, the total outstanding on these term loans was $1.1 billion and $1.3 billion, respectively. Substantially all of the term loans are secured by railcars and related leases and lease receivables and are subject to certain covenants, including maintenance of certain financial ratios related to net worth, utilization and loan to value.

Bond Securitizations

On December 12, 2012, a subsidiary of ARL entered into a two bond securitization transactions, one of which had a principal of $110 million (the "ARL 2012 Class A-1 Notes") and the other had a principal amount of $106 million (the "ARL 2012 Class A-2 Notes") and, together with the ARL Class A-1 Notes, collectively referred to herein as the "ARL 2012 Bond Securitization Notes"). The ARL 2012 Class A-1 Notes bear interest of LIBOR plus 1.75%; the ARL 2012 Class A-2 Notes bear a fixed interest rate of 3.81%. The expected principal repayment date for the ARL 2012 Bond Securitization Notes is December 15, 2022 and the legal final maturity date for the ARL 2012 Bond Securitization Notes is December 15, 2042.

On June 25, 2014, a certain subsidiary of ARL entered into a bond securitization transaction with an aggregate principal amount of $325 million principal amount which a fixed interest rate ranging from 2.92% to 3.97%. The expected principal repayment date on these bond securitization notes is June 15, 2024 and the legal final maturity date is June 15, 2044.

As of December 31, 2016 and 2015, the total outstanding on these bond securitization notes was $444 million and $474 million, respectively.

Average Interest Rates

The 30-day LIBOR rate was 0.72% and 0.36% at December 31, 2016 and 2015, respectively. ARL's average interest rate on all of its borrowings was 3.28% and 3.41% for the years ended December 31, 2016 and 2015, respectively.

Credit Facilities - Gaming

Credit Facilities

On November 27, 2013, Tropicana entered into (i) a senior secured first lien term loan facility in an aggregate principal amount of $300 million (the “Tropicana Term Loan”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $15 million (the “Tropicana Revolving Facility” and, together with the Tropicana Term Loan, the “Tropicana Credit Facilities”). Commencing on December 31, 2013, the Tropicana Term Loan amortizes in equal quarterly installments in an amount of $750,000, with any remaining balance payable on the final maturity date of the Tropicana Term Loan, which is November 27, 2020. Amounts under the Tropicana Revolving Facility are available to be borrowed and re-borrowed until its termination on November 27, 2018. The Tropicana Term Loan accrues interest at one of two rates plus an applicable margin (as stipulated in the credit agreement), at Tropicana's option, provided that in either case, the applicable interest rate shall not be less than 4% annually. As of December 31, 2016 and 2015, the interest rate on the Tropicana Term Loan was 4.0% and the Tropicana Revolving Facility was undrawn and had $15 million of availability.

The Tropicana Credit Facilities are guaranteed by all of Tropicana's domestic subsidiaries, subject to limited exceptions, and additional subsidiaries may be required to provide guarantees, subject to limited exceptions. Key covenants binding Tropicana and its subsidiaries include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments, and affiliate and extraordinary transactions. Tropicana was in compliance with the covenants of the Tropicana Term Loan at December 31, 2016.

Credit Facility - Food Packaging

Credit Facility

In connection with certain financing transactions, on January 30, 2014, Viskase entered into a credit agreement providing for a $275 million senior secured covenant light term loan facility (“Viskase Term Loan”). A portion of the proceeds from the Viskase Term Loan was used to satisfy and discharge all of the existing Viskase 9.875% Notes and Viskase recorded a loss of $16 million on debt extinguishment during the year ended December 31, 2014, which is reflected in other income, net in the consolidated statements of operations.

The Viskase Term Loan bears interest at a LIBO Rate plus 3.25% (with the LIBO Rate carrying a 1.00% floor), or at a Base Rate equal to the sum of (1) the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, (c) one-month LIBOR plus 1.0%, or (d) 2.0%, plus (2) 2.25%. The Viskase Term Loan has a 1% per annum amortization with a maturity date of January 30, 2021. The Viskase Term Loan is subject to certain additional mandatory prepayments upon asset sales, incurrence of indebtedness not otherwise permitted, and based upon a percentage of excess cash flow. Prepayments on the Viskase Term Loan may be made at any time, subject to a prepayment premium of 1% for certain prepayments during the first six months of the term.

Indebtedness under the Viskase Term Loan is secured by liens on substantially all of Viskase’s domestic and Mexican assets, with liens on (i) the Fixed Asset Priority Collateral, to be contractually senior to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, (ii) the ABL Priority Collateral, to be contractually subordinate to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement. Viskase's future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the Viskase Term Loan, and to provide security by liens on their assets as described above.

Other

In its foreign operations, Viskase had unsecured lines of credit with various banks providing $8 million of availability as of December 31, 2016.

Other Segments

Secured Credit Agreement - Home Fashion

On November 24, 2015, WPH entered into a $30 million credit agreement (“WPH Facility”) subject to monthly borrowing base calculations and which may be used for letters of credit up to $10 million. The WPH Facility has the ability to increase to $55 million upon meeting certain criteria. Under the five-year agreement, which matures on November 24, 2020, borrowings under the WPH Facility bear interest at LIBOR plus 1.5%. WPH pays an unused line fee at a rate of 0.25% per annum on any increase in the WPH Facility above $30 million that is unused during any month. Obligations under the WPH Facility are secured by WPH's U.S. receivables, U.S. inventory and certain other assets. The WPH Facility is also subject to certain fixed charge coverage ratio under certain conditions. As of December 31, 2016 there were no borrowings under the WPH Facility. The letters of credit under the WPH Facility are subject to 0.50% annual fee on the outstanding face amount of the letters of credit issued under the WPH Facility, which outstanding amount was $5 million as of December 31, 2016.

Consolidated Maturities

The following is a summary of the maturities of our debt and capital lease obligations as of:



Year	Debt		Capital Leases
	(in millions)
2017	$	1,378	$	10
2018	1,110		7
2019	1,348		6
2020	2,047		4
2021	2,263		3
Thereafter	2,976		35
	$	11,122	$	65

In connection with the ARL Initial Sale, which is expected to close in the second quarter of 2017, the table above excludes maturities of debt aggregating approximately $1.8 billion pertaining to debt held by ARL that is classified as liabilities held for sale as of December 31, 2016.