# Note 19. Debt

Long-term debt was comprised of the following at December 31, 2016 and 2015:

<table><tr><td></td><td>December 31,
2016</td><td>December 31,
2015</td></tr><tr><td>Long-term debt:</td><td></td><td></td></tr><tr><td>Senior secured term loan ........................................</td><td> $        1,372</td><td> $         1,493</td></tr><tr><td>Senior unsecured notes:</td><td></td><td></td></tr><tr><td>6.625%, due May 2023 ........................................</td><td>1,158</td><td>1,350</td></tr><tr><td>7.00%, due May 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>750</td><td>750</td></tr><tr><td>6.125%, due May 2023 (€295 at December 31, 2016;€ 360 at December 31, 2015)</td><td>308</td><td>395</td></tr><tr><td>Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>3</td><td>26</td></tr><tr><td>Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>3,591</td><td>4,014</td></tr><tr><td>Less: Unamortized issue discount on senior secured term loan ...............</td><td>5</td><td>7</td></tr><tr><td>Less: Unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>42</td><td>53</td></tr><tr><td>Less: Short-term borrowings and current maturities . . . . . . . . . . . . . . . . . . . . . . .</td><td>15</td><td>39</td></tr><tr><td>Long-term debt, net .............................................</td><td> $        3,529</td><td> $         3,915</td></tr></table>

# Senior Secured Credit Facilities

On May 12, 2015, Chemours enteredi nto a credit agreement that provides for a seven-year senior secured terml oan (the Term Loan Facility) in a principal amount of \$1,500 repayablei n equal quarterlyi nstallments at a rate of one percent of the original principal amount per year, with the balance payable on the final maturity date. The Term Loan Facility wasi ssued with a \$7 original issue discount and bearsi nterest at a rate of LIBOR plus 3.00%, with a 0.75% LIBOR floor. The proceeds from the Term Loan Facility were used to fund a portion of the distribution to DuPont, along with related fees and expenses.

The credit agreement also provided for a five-year senior secured revolving credit facility (the Revolving Credit Facility), which has been reduced to \$750 as part of the amendment completed on February 19, 2016 (discussed below). The proceeds of anyl oans made under the Revolving Credit Facility can be used for capital expenditures, acquisitions, working capital needs and other general corporate purposes. No borrowings were outstanding under our Revolving Credit Facility but had \$132 and \$129i nl etters of credit issued and outstanding under this facility at December 31, 2016 and 2015, respectively. The Revolving Credit Facility bears variablei nterest of a range based on our total net leverage ratio between (a) 0.50% and 1.25% for base ratel oans and (b) 1.50% and 2.25% for LIBOR loans. The applicable margins were 1.00% for base ratel oans and 2.00% for LIBORl oans as of December 31, 2016 and 1.25% for base ratel oans and 2.25% for LIBORl oans as of December 31, 2015. In addition, we are required to pay a commitment fee on the average daily unused amount of the Revolving Credit Facility at a rate based on our total netl everage ratio, between 0.20% and 0.35%. As of December 31, 2016 and 2015, commitment fees were assessed at a rate of 0.30% and 0.35%, respectively.

In September 2015, in connection with the Company’s transformation plan announcedi n August 2015, Chemours andi ts Revolving Credit Facilityl enders enteredi nto an amendment to the Revolving Credit Facility that modified the consolidated EBITDA definitioni n the covenant calculation toi nclude pro forma benefits from future cost savingsi nitiativesi n the calculation of financial covenants that rely on consolidated EBITDA beginning from the quarter ended September 30, 2015. Since the revolver availabilityi n any quarteri s determined by the cushion remainingi n the financial maintenance covenants at the end of the previous quarter, this amendment increased the Company’s access to the revolving credit facility.

In February 2016, Chemours andi ts Revolving Credit Facilityl enders enteredi nto a second amendment to the Revolving Credit Facility that (a) replaced the total netl everage ratio financial covenant with senior secured netl everage ratio; (b) reduced the minimum required levels of interest expense coverage ratio covenant; (c)i ncreased thel imits and extended the time horizon fori nclusion of pro forma benefits of announced cost reductioni nitiatives into consolidated EBITDA definition for the purposes of calculating financial maintenance covenants; and (d) reduced the revolver availability from \$1,000 to \$750. As a result of this amendment, the Company recorded a charge of approximately \$4 to write off a proportionate amount of unamortized debt issuance costs attributable to the reductioni n revolver commitment, which wasi ncludedi n “Interest expense, net”.

In December 2016, Chemours enteredi nto a third amendment to the credit agreement to change certain covenants and allow the Company to enter into a sale andl easeback transaction for the sale of its corporate headquarters buildingl ocatedi n Wilmington, Delaware. The amendment requires the Company to use the proceeds from sale to repay portion of the terml oans. These transactions are expected to be completedi n the first quarter of 2017, and the Company expects to receive approximately \$32 proceeds, subject to customary closing adjustments.

Fees and expensesi ncurredi n connection with the amendments were approximately \$3 and \$1 for the years ended December 31, 2016 and 2015, respectively, which were primarily capitalizedi n “Other assets” of the Consolidated Balance Sheets and will be amortized to interest expense on a straight-line basis over the remaining term of the Revolving Credit Facility.

The credit agreement, as amended, contains financial covenants which, solely with respect to the Revolving Credit Facility, require Chemours not to exceed a maximum senior secured netl everage ratio of 3.50 to 1.00 each quarter through December 31, 2016, 3.00 to 1.00 through June 30, 2017 and further decreasing by 0.25 to 1.00 every subsequent six months to 2.00 to 1.00 by January 1, 2019 and thereafter. Chemoursi s also required to maintain a minimumi nterest coverage ratio of 1.75 to 1.00 each quarter through June 30, 2017 and furtheri ncreasing by 0.25 to 1.00 every subsequent six months to 3.00 to 1.00 by January 1, 2019 and thereafter. In addition, the credit agreement contains customary affirmative and negative covenants that, among other things,l imit or restrict Chemours andi ts subsidiaries’ ability, subject to certain exceptions, toi ncurl iens, merge, consolidate or sell, transfer orl ease assets, makei nvestments, pay dividends, transact with subsidiaries andi ncuri ndebtedness. The credit agreement also contains customary representations and warranties and events of default. Chemours wasi n compliance withi ts debt covenants as of December 31, 2016.

Chemours’ obligations under the senior secured credit facilities are guaranteed on a senior secured basis by all of its material domestic subsidiaries, subject to certain agreed upon exceptions. The obligations under the senior secured credit facilities are also, subject to certain agreed upon exceptions, secured by a first priorityl ien on substantially all of Chemours andi ts material wholly-owned domestic subsidiaries’ assets,i ncluding 100% of the stock of domestic subsidiaries and 65% of the stock of certain foreign subsidiaries.

# Senior Unsecured Notes

On May 12, 2015, Chemoursi ssued senior unsecured notes (the “Notes”) with an aggregate principal of approximately \$2,503i n a private placement, which comprise of \$1,350 aggregate principal amount issued at ani nterest rate of 6.625% per annum and will mature on May 15, 2023 (the “2023 Notes”), \$750 aggregate principal amounti ssued at ani nterest rate of 7.000% per annum and will mature on May 15, 2025 (the “2025 Notes”) and €360 aggregate principal amounti ssued at ani nterest rate of 6.125% and will mature on May 15, 2023 (the “Euro Notes”). The Notes require payment of principal at maturity andi nterest semi-annuallyi n cash andi n arrears on May 15 and November 15 of each year.

The proceeds from the Notes were used to fund the cash andi n-kind distributions to DuPont and to pay related fees and expenses. The in-kind distribution to DuPont of \$507 aggregate principal amount of Chemours 2025 Notes were exchanged by DuPont with third parties for certain DuPont notes.

In connection with thei ssuance of the Notes, Chemours enteredi nto a registration rights agreement,i n which Chemours agreed to file with the SEC, a registration statement for the exchange of the Notes for new registered notes withi dentical terms. On March 18, 2016, Chemours filed a registration statement on Form S-4 with respect to the exchange offer. The registration statement was declared effective on April 12, 2016, and the exchange offer was completed on May 19, 2016. In addition, on May 5, 2016, the Euro Notes were listed for trading on the Global Exchange Market of the Irish Stock Exchange.

Each series of Notesi s or will be fully and unconditionally guaranteed, jointly and severally, by Chemours’ existing and future domestic subsidiaries that guarantee (the Guarantors) the Senior Secured Credit Facilities or that guarantee other indebtedness of Chemours or any guarantor in an aggregate principal amount in excess of \$75 (the Guarantees). The Notes are unsecured and unsubordinated obligations of Chemours. The Guarantees are unsecured and unsubordinated obligations of the Guarantors. The Notes rank equallyi n right of payment to all of Chemours’ existing and future unsecured unsubordinated debt and seniori n right of payment to all of Chemours’ existing and future debt thati s byi ts terms expressly subordinatedi n right of payment to the Notes. The Notes are subordinated toi ndebtedness under the Senior Secured Credit Facilities as well as any future secured debt to the extent of the value of the assets securing such debt. Chemours’ is obligated to offer to purchase the Notes at a price of (a) 101 percent of their principal amount, together with accrued and unpaidi nterest, if any, to the date of purchase, upon the occurrence of certain change of control events and (b) 100 percent of their principal amount, together with accrued and unpaidi nterest,i f any, to the date of purchase, with the proceeds from certain asset dispositions. These restrictions and prohibitions are subject to certain qualifications and exceptions set