Debt and Credit Lines

Amounts due banks consist of the following debt obligations that are due within the next twelve months:



(Dollars in millions)	February 28, 2013		November 30, 2012
$200 million Term Loan B – current portion (interest at 5.5%)	$	2.0	$	2.0
Foreign subsidiaries borrowings (interest at 5.4% - 12.85%)	8.5		7.6
Total	$	10.5	$	9.6

The Company has borrowing facilities at certain of its foreign subsidiaries in China, India and Thailand, which consist of working capital credit lines and facilities for the issuance of letters of credit. Borrowings by foreign subsidiaries that were unsecured totaled $4.5 million at February 28, 2013 and $3.6 million at November 30, 2012. Foreign borrowings that were secured by a compensating cash balance in the U.S. were $4.0 million as of February 28, 2013 and $4.0 million as of November 30, 2012. As of February 28, 2013, total borrowing capacity for these foreign working capital credit lines was $16.5 million. Also, as of February 28, 2013, there were $4.0 million in letters of credit issued under the foreign letters of credit facilities.

The Company’s long-term debt consists of the following:



(Dollars in millions)	February 28, 2013			November 30, 2012
$200 million Term Loan B (interest at 5.5%)	$	195.5		$	196.0
Senior Unsecured Notes (interest at 7.875%)	250.0			250.0
Senior Revolving Credit Facility (interest at 2.45%)	—			—
	445.5			446.0
Less: current portion	(2.0		)	(2.0		)
Unamortized original issue discount	(1.3		)	(1.4		)
Total Long-Term Debt	$	442.2		$	442.6

The Senior Unsecured Notes ("Senior Notes") have a face value of $250 million with a 7.875% interest rate which is payable semi-annually. The Senior Notes mature on November 1, 2018 and are unsecured. The Company may redeem a portion of the outstanding Senior Notes any time after October 31, 2014 at a premium above par, subject to certain restrictions. The Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior, unsecured basis by all of OMNOVA Solutions Inc.’s existing and future material domestic subsidiaries that from time to time guarantee obligations under the Company’s Senior Notes.

The Company also has a $200 million Term Loan (“Term Loan”). The Term Loan is secured by the property, plant and equipment and intangible assets of the Company. The Term Loan carries a variable interest rate based on, at the Company’s option, either a eurodollar rate or a base rate, in each case plus an applicable margin. The eurodollar rate is a periodic fixed rate equal to the London Inter Bank Offered Rate (“LIBOR”) subject to a floor of 1.75%. The applicable margin for the eurodollar rate is initially 4.0%. However, if the Company’s net leverage ratio falls below 2.75, the applicable margin will decrease to 3.75%. The base interest rate is a fluctuating rate equal to the higher of (i) the Prime Rate, (ii) the sum of the Federal Funds Effective Rate plus 0.50% or (iii) the one-month eurodollar rate plus 1.0%. The applicable margin for the base rate is 3.0%. However, if the Company’s net leverage ratio, as defined in the Term Loan, falls below 2.75, the applicable margin will decrease to 2.75%. As of February 28, 2013, the Net Leverage Ratio was 3.4x. Annual principal payments consist of $2.0 million, due in quarterly installments, and potential annual excess free cash flow payments as defined in the Term Loan agreement, with any remaining balance to be paid on May 31, 2017. The Company does not expect to make any annual excess free cash flow payments for 2013. The Company can prepay any amount at any time without penalty upon proper notice and subject to a minimum dollar requirement. Prepayments will be applied towards any required annual excess free cash flow payment. The Term Loan is secured by all real property and equipment of the Company’s domestic facilities and guaranteed by the material domestic subsidiaries of the Company. Additionally, the Term Loan provides for additional borrowings of the greater of $75 million or an amount based on a senior secured leverage ratio, as defined in the Term Loan, provided that certain requirements are met including an interest coverage ratio of 2.0. The Term Loan contains affirmative and negative covenants, including limitations on additional debt, certain investments and acquisitions outside of the Company’s line of business. The Term Loan requires the Company to maintain an initial senior secured net leverage ratio of less than 3.25 to 1, which decreases

Note I – Debt and Credit Lines (Continued)

annually by 25 basis points through December 1, 2014 and then remains at 2.5 to 1 thereafter. The Company is in compliance with this covenant with a senior secured net leverage ratio of .8 to 1 at February 28, 2013. The Company’s EBITDA, as defined in the Term Loan for covenant purposes, was $97.4 million for the last twelve months ended February 28, 2013 which provided a cushion of approximately $69.0 million for covenant measurement purposes.

The Company issued the Term Loan at a discount of $2.0 million, receiving cash of $198 million. This original issue discount is reflected as a reduction of debt outstanding and is being amortized over the respective term of the debt as a non-cash component of interest expense.

The Company also has a Senior Secured Revolving Credit Facility (“Facility”) with a potential availability of $100 million, which can be further increased up to $150 million subject to additional borrowing base assets and lender approval. The Facility matures December 8, 2015. The Facility is secured by domestic accounts receivable, inventory (collectively the “Eligible Borrowing Base”) and intangible assets. Availability under the Facility will fluctuate depending on the Eligible Borrowing Base and is determined by applying customary advance rates to the Eligible Borrowing Base. The Facility includes a $15 million sublimit for the issuance of commercial and standby letters of credit and a $10 million sublimit for swingline loans. Outstanding letters of credit on February 28, 2013 were $2.2 million. The Facility contains affirmative and negative covenants, similar to the New Term Loan, including limitations on additional debt, certain investments and acquisitions outside of the Company’s line of business. If the average excess availability of the Facility falls below $25 million during any fiscal quarter, the Company must then maintain a fixed charge coverage ratio greater than 1.1 to 1 as defined in the agreement. Average excess availability is defined as the average daily amount available for borrowing under the Facility during the Company’s fiscal quarter. The Company was in compliance with this requirement as the average excess availability did not fall below $25 million during the first quarter of 2013 and averaged $78.0 million.

Advances under the Facility bear interest, at the Company’s option, at either an alternate base rate or a eurodollar rate, in each case plus an applicable margin. The alternate base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 0.50%. The eurodollar rate is a periodic fixed rate equal to LIBOR. Applicable margins are based on the Company’s average daily excess availability during the previous fiscal quarter. If average excess availability is greater than or equal to $50 million, the applicable margin will be 2.25% on eurodollar loans, 1.25% on base rate borrowings and 0.625% on commitments for unused credit lines. If average excess availability is greater than or equal to $25 million but less than $50 million, the applicable margin will be 2.5% on eurodollar loans, 1.5% on base rate borrowings and 0.5% on commitments for unused credit lines. If average excess availability is less than $25 million, the applicable margin will be 2.75% on eurodollar loans, 1.75% on base rate borrowings and 0.375% on commitments for unused credit lines.

At February 28, 2013, the Company had $80.4 million of eligible inventory and receivables to support the borrowing base which is capped at $100 million under the Facility. At February 28, 2013, domestic letters of credit outstanding under the Facility were $2.2 million, there were no amounts borrowed under the Facility and the amount available for borrowing under the Facility was $78.1 million.

The weighted-average interest rate on the Company’s debt was 6.85% and 6.97% during the first three months of 2013 and 2012, respectively.

Deferred financing costs incurred in connection with the issuance of the Senior Notes, the $200 million Term Loan and the Facility are being amortized over the respective terms of the underlying debt. Total amortization expense of deferred financing costs was $0.6 million and $0.7 million for the first quarters of 2013 and 2012, respectively.

The fair value of the Company’s debt at February 28, 2013 approximated $471.4 million, which is higher than the carrying value of $454.0 million as a result of prevailing market rates on the Company’s debt.

On March 7, 2013, as described in Note P - Subsequent Event, the Company amended its existing $200 million Term Loan.