Item 1.01 Entry into a Material Definitive Agreement.
On
One or more commercial paper dealers will each act as a dealer under the Program (each, a "Dealer" and collectively, the "Dealers") pursuant to the terms and conditions of the respective commercial paper dealer agreement the Issuer and the Guarantor enter into with each such Dealer (each, a "Dealer Agreement" and collectively, the "Dealer Agreements"). The Issuer and the Guarantor may engage additional commercial paper dealers from time to time to act as dealers under the Program. A national bank will act as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement.
The Dealer Agreements set forth the terms on which the Dealers will either purchase from the Issuer or arrange for the sale by the Issuer of the Notes and the guaranty thereof. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. A copy of the form of Dealer Agreement used in the Program is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and the summary of the Program herein is qualified in its entirety by the terms of the Program as set forth in each Dealer Agreement.
From time to time, the Dealers and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to the Issuer, the Guarantor and any of their affiliates.
Neither the Notes nor the guaranty thereof have been or will be registered under
the Securities Act or any state securities laws, and may not be offered or sold
in
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference in this Item 2.03 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Form of Commercial Paper Dealer Agreement betweenLeidos, Inc. , as issuer,Leidos Holdings, Inc. , as guarantor, and the applicable Dealer party thereto. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.
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