5. Debt

Outstanding debt consisted of the following at December 31, 2013 and March 31, 2014:



	December 31, 2013			March 31, 2014
Senior notes	$	450,000		$	450,000
Senior PIK toggle notes	196,484			196,686
Other borrowings	37,940			46,458
Total debt	$	684,424		$	693,144
Less current portion	(28,329		)	(31,853		)
Total long-term debt	$	656,095		$	661,291

Senior ABL Facility

On April 8, 2013 the Company and certain of its subsidiaries entered into the Amended and Restated Senior Loan and Security Agreement (“the Senior ABL Facility”), with certain lenders, which amended and restated the then existing of its senior secured asset-based revolving credit facility. The Senior ABL Facility provided for an aggregate revolving loan availability of up to $150,000, subject to borrowing base availability and certain provisions of the Senior ABL Facility, including a $50,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The Senior ABL Facility also provided for an uncommitted $75,000 incremental loan facility, for a potential total Senior ABL Facility of $225,000 (if requested by the Company and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) was required to effect any such increase. As of March 31, 2014, subject to borrowing base availability under the facility, the Company had $150,000 in availability less outstanding letters of credit of $37,023.

On April 4, 2014, the Company and certain of its subsidiaries entered into the Second Amended and Restated Loan Agreement (the "Amended Senior ABL Facility"), which amended and restated the existing Senior ABL facility in order to permit the Term Loan Facility (described below) and other related transactions and to implement other necessary conforming and administrative changes in connection with such transactions. The Amended Senior ABL Facility provides for an aggregate revolving loan availability of up to $150,000, subject to borrowing base availability and certain provisions of the Amended Senior ABL Facility, including a $60,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The Amended Senior ABL Facility also provides for an uncommitted $105,000 incremental loan facility, for a potential total Amended Senior ABL Facility of $255,000 (if requested by the Company and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase.

Senior PIK Toggle Notes

On April 3, 2013, the Company issued $175,000 aggregate principal amount of its Senior PIK Toggle Notes (the “Senior PIK Toggle Notes”). The Senior PIK Toggle Notes bear an interest rate of 7.375% and mature on April 1, 2018. The Senior PIK Toggle Notes were issued pursuant to an indenture dated April 3, 2013. The Senior PIK Toggle Notes were issued at a discount of $3,938. On May 20, 2013, the Company issued an additional $25,000 Senior PIK Toggle Notes pursuant to the indenture dated April 3, 2013. The Senior PIK Toggle Notes were issued at a discount of $188.

Prepayment of the Notes

On March 21, 2014, the Company and Cooper-Standard Automotive Inc. commenced cash tender offers for any and all of the outstanding Senior PIK Toggle Notes and Senior Notes, respectively. Pursuant to these cash tender offers, on the early tender deadline of April 3, 2014, (i) $198,000 principal amount of the Senior PIK Toggle Notes had been tendered and not validly withdrawn, representing approximately 99.00% of the aggregate outstanding principal amount of the Senior PIK Toggle Notes and (ii) $220,328 principal amount of the Senior Notes had been tendered and not validly withdrawn, representing approximately 48.96% of the aggregate outstanding principal amount of the Senior Notes. On April 4, 2014, the Company purchased the Senior Notes and Senior PIK Toggle Notes tendered up to the early tender deadline and deposited sufficient funds with the trustee to redeem the remaining outstanding Senior Notes and Senior PIK Toggle Notes and pay accrued and unpaid interest thereon to, but not including, the redemption dates of April 21, 2014 and May 5, 2014, respectively. On April 18, 2014, the cash tender offers expired. On April 21, 2014, the Company purchased the additional Senior Notes (and Senior PIK Toggle Notes) tendered up to the expiration time and redeemed the remaining outstanding Senior Notes. The Company used borrowings under the Term Loan Facility, together with cash on hand, to finance the repurchase and redemption of the Senior PIK Toggle Notes and the Senior Notes. The approximate redemption prices for the Senior PIK Toggle Notes and the Senior Notes were 102.4% and 104.6%, respectively.

Term Loan Facility

On April 4, 2014, certain subsidiaries of the Company entered into a term loan facility (the “Term Loan Facility”) in order to (i) refinance the Senior PIK Toggle Notes due 2018 of the Company and the 8 1/2% Senior Notes due 2018 of Cooper-Standard Automotive Inc. (the "Senior Notes"), including applicable call premiums and accrued and unpaid interest, (ii) pay related fees and expenses and (iii) provide for working capital and other general corporate purposes. The Term Loan Facility provides for loans in an aggregate principal amount of $750,000 and may be expanded (or a new term loan facility added) by an amount that will not cause the consolidated first lien debt ratio to exceed 2.25 to 1.00 plus $300,000. All obligations of the borrower are guaranteed jointly and severally on a senior secured basis by the direct parent company of the borrower and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of the borrower. The Term Loan Facility matures on April 4, 2021, unless earlier terminated. On April 4, 2014, the aggregate principal amount was fully drawn to refinance the Senior PIK Toggle Notes and the Senior Notes and to pay related fees and expenses.