Item 8.01 Other Events
(a)On
The First Amendment amended the 2011 Note Purchase Agreement to, among other things, release former subsidiaries of the Issuers from their obligations under their subsidiary guarantees.
A copy of the First Amendment to the 2011 Note Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the First Amendment to the 2011 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.
On
The Second Amendment amended the 2011 Note Purchase Agreement to, among other
things, on no more than three separate occasions while the Notes are
outstanding, increase the maximum ratio of Consolidated Debt to Consolidated
Total Capitalization to 0.65 to 1.00 for the four consecutive fiscal quarter end
dates following the closing of an acquisition of a person, business or
undertaking for which the consideration given, including all cash, equity,
assumption of liabilities or other forms of consideration, is at least
The Second Amendment also removed the requirement to maintain Minimum
Consolidated
Consolidated Interest Coverage Ratio. The Company will not permit, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of the immediately preceding four full fiscal quarters of the Company ending on such date to (b) Consolidated Interest Charges for such period ending on such date, to be less than 3.00 to 1.00.
A copy of the Second Amendment to the 2011 Note Purchase Agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein. The foregoing description of the Second Amendment to the 2011 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment.
(b)On
The First Amendment amended the 2013 Note Purchase Agreement to, among other things, release former subsidiaries of the Issuers from their obligations under their subsidiary guarantees.
A copy of the First Amendment to the 2013 Note Purchase Agreement is attached hereto as Exhibit 10.3 and is incorporated by reference herein. The foregoing description of the First Amendment to the 2013 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.
On
The Second Amendment amended the 2013 Note Purchase Agreement to, among other things, on no more than three separate occasions while the Notes are outstanding, increase the maximum ratio of Consolidated Debt to Consolidated Total Capitalization to 0.65 to 1.00 for the four consecutive fiscal quarter end dates following the closing of an acquisition of a
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person, business or undertaking for which the consideration given, including all
cash, equity, assumption of liabilities or other forms of consideration, is at
least
The Second Amendment also removed the requirement to maintain Minimum
Consolidated
Consolidated Interest Coverage Ratio. The Company will not permit, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of the immediately preceding four full fiscal quarters of the Company ending on such date to (b) Consolidated Interest Charges for such period ending on such date, to be less than 3.00 to 1.00.
A copy of the Second Amendment to the 2013 Note Purchase Agreement is attached hereto as Exhibit 10.4 and is incorporated by reference herein. The foregoing description of the Second Amendment to the 2013 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment.
(c)On December 16, 2022,
The First Amendment amended the 2020 Note Purchase Agreement to, among other
things, on no more than three separate occasions while the Notes are
outstanding, increase the maximum ratio of Consolidated Debt to Consolidated
Total Capitalization to 0.65 to 1.00 for the four consecutive fiscal quarter end
dates following the closing of an acquisition of a person, business or
undertaking for which the consideration given, including all cash, equity,
assumption of liabilities or other forms of consideration, is at least
A copy of the First Amendment to the 2020 Note Purchase Agreement is attached hereto as Exhibit 10.5 and is incorporated by reference herein. The foregoing description of the First Amendment to the 2020 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.
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