Item 1.01 Entry into a Material Definitive Agreement
£600
Pursuant to the confirmation received from the
Under the CCFF Program,
The Agreements provide the terms under which the Company may issue, and the
Dealer will arrange for, the sale of short-term, unsecured commercial paper
notes (the "Notes"). The Notes contain customary representations, warranties,
covenants, defaults, and indemnification provisions, and will be sold at such
discounts from their face amounts as shall be agreed between the Company and the
Dealer. The Notes will be fully payable at maturity, and the maturities of the
Notes will vary but may not exceed 364 days. The principal amount of outstanding
Notes may not exceed £600 million. The Notes will be guaranteed by the Company's
subsidiary,
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from such registration requirements.
The Company may issue Notes under the CCFF Program to reduce existing debt or decrease overall borrowing costs.
The foregoing description is a summary of the key terms of the CCFF Program. Copies of the Agreements are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
€500 Million Senior Unsecured Revolving Credit Facility
On
The Facility Agreement provides for the establishment of a six-month Euro revolving credit facility with total commitments of €500 million, which may be extended by the Company for two additional three-month periods.
Borrowings under the Facility Agreement, if and when drawn, would bear interest at the Euro interbank offered rate for a period equal in length to the interest period of a given loan (which may be three or six months), plus an applicable margin. The Facility Agreement contains usual and customary covenants, representations and warranties, and events of default for credit facilities of this type, including financial covenants.
The foregoing description is a summary of the key terms of the Facility Agreement. A copy of the Facility Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation and Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01. above is incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Dealer Agreement, dated as of
10.2 Issuing and Paying Agency Agreement, dated as of
10.3 €500,000,000 Facility Agreement dated as of
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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