ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Notes are senior unsecured obligations of the Company, which rank equally
with all existing and future senior indebtedness of the Company, including the
Company's obligations under its senior unsecured credit facility, its commercial
paper program and its existing bonds, and senior to all future subordinated
indebtedness of the Company. The Notes will effectively rank junior to all of
the Company's secured indebtedness to the extent of the value of the assets
securing such indebtedness. The Notes will be structurally subordinated to all
existing and future liabilities and obligations of the Company's subsidiaries.
The Notes will bear interest at a rate of 2.900% per annum, with interest on the
Notes payable semi-annually on
The Indenture limits the ability of the Company and its subsidiaries to incur certain liens and merge with or into other companies, in each case subject to certain exceptions and qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the Indenture), holders of the Notes will have the right to require the Company to repurchase all or any part of the Notes at a purchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of such repurchase.
The Notes will mature on
(1) 100% of the aggregate principal amount of the Notes to be redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, assuming, for this purpose, that such Notes mature on the Par Call Date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate (as defined in the Seventh Supplemental Indenture), plus 20 basis points.
If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date.
The above description of the Indenture does not purport to be a complete
statement of the parties' rights and obligations under the Indenture and is
qualified in its entirety by reference to the terms of the Base Indenture, a
copy of which was filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information in Item 1.01 is incorporated herein by reference.
--------------------------------------------------------------------------------
© Edgar Online, source