DEBT AND LEASE OBLIGATIONS

Debt, including capital lease obligations, consisted of:



	December 31,
	2013		2012
	(Amounts in thousands)
4.00% Senior Notes due November 15, 2023, net of unamortized discount	$	298,615	$	—
3.50% Senior Notes due September 15, 2022, net of unamortized discount	498,289		498,124
Term Loan Facility, interest rate of 1.50% and 1.81% at December 31, 2013 and 2012, respectively	370,000		395,000
Capital lease obligations and other borrowings	33,393		35,470
Debt and capital lease obligations	1,200,297		928,594
Less amounts due within one year	72,678		59,478
Total debt due after one year	$	1,127,619	$	869,116

Scheduled maturities of the Senior Credit Facility (as described below), as well as our Senior Notes and other debt, are:



	Term Loan		Senior Notes and other debt		Total
	(Amounts in thousands)
2014	$	40,000	$	32,678	$	72,678
2015	45,000		715		45,715
2016	60,000		—		60,000
2017	60,000		—		60,000
2018	165,000		—		165,000
Thereafter	—		796,904		796,904
Total	$	370,000	$	830,297	$	1,200,297

Senior Notes

On November 1, 2013 we completed the public offering of $300.0 million in aggregate principal amount of senior notes due November 15, 2023 ("2023 Senior Notes"). The 2023 Senior Notes bear an interest rate of 4.00% per year, payable on May 15 and November 15 of each year, commencing on May 15, 2014. The 2023 Senior Notes were priced at 99.532% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2023 Senior Notes offering to repay amounts outstanding under our revolving credit facility described below. We used the remaining portion of the net proceeds for general corporate purposes, including the acquisition of Innomag described in Note 2.

On September 11, 2012, we completed the public offering of $500.0 million in aggregate principal amount of senior notes due September 15, 2022 ("2022 Senior Notes"). The 2022 Senior Notes bear an interest rate of 3.50% per year, payable on March 15 and September 15 of each year. The 2022 Senior Notes were priced at 99.615% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2022 Senior Notes offering to repay the $250.0 million outstanding principal balance on the Bridge Loan (described below). We used the remaining portion of the net proceeds for general corporate purposes, including repayment of the outstanding balance on our Revolving Credit Facility and the repurchase of shares of our common stock (as discussed in Note 15).

We have the right to redeem the 2022 Senior Notes and 2023 Senior Notes at any time prior to June 15, 2022 and August 15, 2023, respectively, in whole or in part, at our option, at a redemption price equal to the greater of: (1) 100% of the principal amount of the senior notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Senior Notes being redeemed discounted to the redemption date on a semi-annual basis, at the applicable Treasury Rate plus 30 basis points for the 2022 Senior Notes and plus 25 basis points for the 2023 Senior Notes. In addition, at any time on or after June 15, 2022 for the 2022 Senior Notes and August 15, 2023 for the 2023 Senior Notes, we may redeem the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed. In each case, we will also pay the accrued and unpaid interest on the principal amount being redeemed to the redemption date.

Both the 2022 Senior Notes and 2023 Senior Notes are unsecured and are jointly and severally and fully and unconditionally guaranteed by certain of our 100% owned domestic subsidiaries that are guarantors under our Senior Credit Facility (described below). The guarantees will be automatically and unconditionally released and discharged when: the guarantor subsidiary is sold or sells all of its assets; the requirement for legal or covenant defeasance or to discharge our obligations has been satisfied; or upon the delivery of an officer's certificate to the trustee that such guarantor subsidiary does not guarantee our obligations under our Senior Credit Facility. Both the 2022 Senior Notes and 2023 Senior Notes rank equally in right of payment with all of our other senior unsecured indebtedness.

Senior Credit Facility

On October 4, 2013 we amended our existing credit agreement that provided for an initial $400.0 million term loan (“Term Loan Facility”) and a revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”). The significant amendments extended the maturity of our Senior Credit Facility by one year to October 4, 2018, increased the Revolving Credit Facility from $850.0 million to $1.0 billion and removed the $300.0 million sublimit for the issuance of performance letters of credit. The Revolving Credit Facility retains its $30.0 million sublimit for swing line loans and all other significant existing terms under the credit agreement remained unchanged. As of December 31, 2013 and December 31, 2012, we had no amounts outstanding under the Revolving Credit Facility. We had outstanding letters of credit of $106.1 million and $152.2 million at December 31, 2013 and December 31, 2012, respectively, which reduced our borrowing capacity to $893.9 million and $697.8 million, respectively. Under the Senior Credit Facility and subject to certain conditions, we have the right to increase the amount of the Term Loan Facility or the Revolving Credit Facility by an aggregate amount not to exceed $400.0 million. Our obligations under the Senior Credit Facility are guaranteed by certain of our 100% owned domestic subsidiaries. Such guarantees are released if we achieve certain credit ratings. We had not achieved these ratings as of December 31, 2013. Future borrowings under the Revolving Credit Facility will be subject to various conditions, including the absence of any default under the Senior Credit Facility.

The Senior Credit Facility contains, among other things, covenants defining our and our subsidiaries' ability to dispose of assets, merge, pay dividends, repurchase or redeem capital stock and indebtedness, incur indebtedness and guarantees, create liens, enter into agreements with negative pledge clauses, make certain investments or acquisitions, enter into transactions with affiliates or engage in any business activity other than our existing business. The Senior Credit Facility requires us to have a maximum permitted leverage ratio of 3.25 times debt to total Consolidated EBITDA (as defined in the Senior Credit Facility) and a minimum interest coverage of 3.25 times Consolidated EBITDA to total interest expense. Our compliance with these financial covenants under the Senior Credit Facility is tested quarterly. We were in compliance with the covenants as of December 31, 2013.

Repayment of Obligations —We may prepay loans under our Senior Credit Facility in whole or in part, without premium or penalty, at any time. A commitment fee, which is payable quarterly on the daily unused portions of the Senior Credit Facility, was 0.175% (per annum) at December 31, 2013. We made scheduled principal repayments under our Term Loan Facility of $25.0 million and $5.0 million in 2013 and 2012, respectively. We made scheduled principal payments of $12.5 million and $25.0 million under our prior credit agreement in 2012 and 2011, respectively. We have scheduled principal repayments of $10.0 million due in each of the next four quarters of 2014 under our Term Loan Facility. Our Senior Credit Facility bears a floating rate of interest, and we have entered into $140.0 million of notional amount of interest rate swaps at December 31, 2013 to hedge exposure to floating interest rates.

Bridge Loan

On June 15, 2012, we entered into a loan agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, providing for a term loan with an aggregate commitment of $250.0 million for a term of 364 days (“Bridge Loan”). The proceeds from the Bridge Loan were used to fund our share repurchase program described in Note 15 to our consolidated financial statements included in this Annual Report. The Bridge Loan was repaid in its entirety in the third quarter of 2012 using a portion of the net proceeds from the 2022 Senior Notes offering.

European Letter of Credit Facility

Due to the increased capacity and the removal of the performance letters of credit sublimit of the amended Revolving Credit Facility, we elected not to renew our 364-day unsecured, committed €125.0 million European Letter of Credit Facility ("European LOC Facility"), which expired in October 2013, however, the existing letters of credit remain outstanding and are still bound by the facility's covenants. The European LOC facility's covenants restrict the ability of certain foreign subsidiaries to issue debt, incur liens, sell assets, merge, consolidate, make certain investments, pay dividends, enter into agreements with negative pledge clauses or engage in any business activity other than our existing business. The European LOC Facility also incorporates by reference the covenants contained in our Senior Credit Facility. We were in compliance with all covenants under our European LOC Facility as of December 31, 2013.

The remaining outstanding letters of credit will mature over the next five years. We had outstanding letters of credit drawn on the European LOC Facility of €69.6 million ($95.4 million) and €63.1 million ($83.3 million) as of December 31, 2013 and 2012, respectively.

Operating Leases

We have non-cancelable operating leases for certain offices, service and quick response centers, certain manufacturing and operating facilities, machinery, equipment and automobiles. Rental expense relating to operating leases was $62.3 million, $63.6 million and $52.8 million in 2013, 2012 and 2011, respectively.

The future minimum lease payments due under non-cancelable operating leases are (amounts in thousands):



Year Ended December 31,
2014	$	54,109
2015	42,798
2016	32,659
2017	25,610
2018	19,954
Thereafter	47,022
Total minimum lease payments	$	222,152