NOTE 14—Debt

Debt consisted of the following (in thousands):

	December 31, 2012			December 31, 2011

2011 term loan A	$	756,974		$	894,837		4.82	%	2016
2011 term loan B		1,127,770			1,333,163		5.75	%	2018
Revolving credit facility		—			10,000		—		2016
9.875% senior notes ($500.0 million face value)		496,510			—		9.88	%	2020
Other(1)		34,911			87,715		Various		Various

Total debt		2,416,165			2,325,715
Less current debt		(18,793	)		(56,695	)

Total long-term debt	$	2,397,372		$	2,269,020

(1): This balance includes capital lease obligations (see Note 18) and an equipment financing agreement.

The Company's minimum debt repayment schedule, excluding interest, as of December 31, 2012 is as follows (in thousands):

	Payments Due

	2013		2014		2015		2016		2017		Thereafter
2011 term loan A	$	—	$	76,974	$	517,500	$	162,500	$	—	$	—
2011 term loan B		—		—		—		—		—		1,127,770
9.875% senior notes		—		—		—		—		—		500,000
Other debt		18,793		10,090		5,948		80		—		—

	$	18,793	$	87,064	$	523,448	$	162,580	$	—	$	1,627,770

Senior Notes On November 21, 2012, we issued $500.0 million in aggregate principal amount of 9.875% senior notes due December 15, 2020 (the "2020 Notes") at an initial price of 99.302% of their face amount. The 2020 Notes are unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of our current and future wholly-owned domestic restricted subsidiaries. Interest on the 2020 Notes accrues at the rate of 9.875% per year and is payable semi-annually in arrears on June 15 and December 15, beginning on June 15, 2013. We may redeem the 2020 Notes, in whole or in part, at any time prior to December 15, 2016, at a price equal to 100.000% of the aggregate principal amount of the 2020 Notes plus a "make-whole" premium, plus accrued and unpaid interest. We may redeem the 2020 Notes, in whole or in part, at any time during the twelve months commencing December 15, 2016, at 104.938% of the aggregate principal amount of the 2020 Notes, at any time during the twelve months commencing December 15, 2017, at 102.469% of the aggregate principal amount of the 2020 Notes, and at any time after December 15, 2018, at 100.000% of the aggregate principal amount of the 2020 Notes, in each case plus accrued and unpaid interest. The unamortized balance of the debt issuance discount of $3.5 million at December 31, 2012, will be accreted to interest expense over the life of the 2020 Notes using the effective interest method.

2011 Credit Agreement On April 1, 2011, we entered into a $2.725 billion credit agreement (the "2011 Credit Agreement") to partially fund the acquisition of Western Coal and to pay off all outstanding loans under the 2005 Credit Agreement. The 2011 Credit Agreement consists of (1) a $950.0 million principal amortizing term loan A facility maturing in April 2016, at which time the remaining outstanding principal is due, (2) a $1.4 billion principal amortizing term loan B facility maturing in April 2018, at which time the remaining outstanding principal is due and (3) a $375.0 million multi-currency revolving credit facility ("Revolver") maturing in April 2016, at which time any remaining balance is due. The Revolver provides for operational needs and letters of credit. Our obligations under the 2011 Credit Agreement are secured by our domestic and foreign real, personal and intellectual property. The 2011 Credit Agreement contains customary events of default and covenants, including among other things, covenants that do not prevent but restrict us and our subsidiaries' ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends and repurchase stock, engage in mergers or acquisitions, and make investments and loans. The 2011 Credit Agreement also includes certain financial covenants that must be maintained.

First Amendment

On January 20, 2012, the Company entered into an amendment (the "First Amendment") to the 2011 Credit Agreement among the Company, the various lenders, and Morgan Stanley Senior Funding, Inc. as administrative agent. The First Amendment provides for, among other things, an increase in the Revolver sublimit in Canada from $150 million to $275 million.

Second Amendment

On August 16, 2012, the Company entered into an amendment (the "Second Amendment") to the 2011 Credit Agreement among the Company, the various lenders, and Morgan Stanley Senior Funding, Inc. as administrative agent, and other agents named therein, which provided, among other things:

•

interest margins on the loans under the Credit Agreement increased by 0.25% once the total leverage ratio of the Company is greater than 3.25:1;

•

the Company may subtract from total indebtedness, all unrestricted cash and cash equivalents in calculating its total leverage ratio;

•

the Company may incur secured notes in lieu of secured credit facilities under the Company's incremental facility;

•

increased the general investment basket to $325 million; and
•

the total leverage ratio covenant was made less restrictive, beginning with the fiscal quarter ended September 30, 2012 and each fiscal quarter thereafter for the remaining term of the Credit Agreement.

Third Amendment

On October 29, 2012, the Company entered into another amendment (the "Third Amendment") to the 2011 Credit Agreement, as amended, among the Company, the various lenders, Morgan Stanley Senior Funding, Inc. as administrative agent, and other agents named therein, which provides, among other things:

•

interest margins on the loans under the Credit Agreement increased by 1.25-1.50% from their existing levels and the leverage ratios at which the interest rate margins step down was increased;

•

permitted acquisitions and unlimited unsecured debt are subject to compliance with a 4.50:1.0 total leverage ratio;

•

additional flexibility to incur up to an additional $1 billion of senior unsecured notes (of which we have secured $500 million in November 2012); provided that a minimum of 50% of the proceeds from any such offering are used to repay the term loans under the 2011 Credit Agreement, as amended; and

•

total leverage ratio covenant and the interest coverage covenant levels were modified.

The Revolver, term loan A and term loan B interest rates are tied to LIBOR or the Canadian Dealer Offered Rate ("CDOR"), plus a credit spread ranging from 350 to 450 basis points for the Revolver and term loan A, and 475 basis points on the term loan B adjusted quarterly based on the Company's total leverage ratio as defined by the as amended 2011 Credit Agreement. The term loan B has a minimum LIBOR floor of 1.0%. The Revolver loans can be denominated in either U.S. dollars or Canadian dollars at the Company's option. The commitment fee on the unused portion of the Revolver is 0.5% per year for all pricing levels. As of December 31, 2012, there were no borrowings outstanding under the Revolver, with $46.8 million outstanding stand-by letters of credit and $328.2 million of availability for future borrowings.