Item 1.01 Entry into a Material Definitive Agreement
On
Concurrently with the effectiveness of the Agreement, the Company terminated its
existing
Certain lenders party to the Agreement, directly or through affiliates, have pre-existing relationships with the Company, including one or more of the following: participating in prior credit facilities, share repurchase programs, bond offerings, or derivative transactions; acting as dealers in the Company's commercial paper programs or as foreign exchange traders; or providing commercial paper safekeeping, investment banking advisory, cash management, or pension services.
The Agreement provides the terms under which the Lenders will lend funds to the Company and contains customary representations and warranties and customary affirmative and negative covenants, including (among others) restrictions on liens, consolidations, mergers, and asset sales. The only financial covenant in the Agreement is a consolidated interest coverage ratio. The Agreement also provides for customary events of default, including (among others) nonpayment, covenant defaults, breaches of representations or warranties, bankruptcy and insolvency events, cross defaults and a change of control.
The Company has the option to elect one of two methods for calculating the interest due on borrowings (other than letters of credit) under the Agreement:
(A) the base rate, equal to the highest of (i) the rate quoted by The Wall
Street Journal as the "Prime Rate" in the
(B) a rate equal to the Term SOFR Rate for the applicable interest period plus 0.1%, plus an applicable margin depending on the Credit Rating.
The Company is required to pay a quarterly facility fee, which varies depending on the Credit Rating. Letters of credit issued under the Agreement are subject to a letter of credit fee (which varies depending on the Credit Rating) and related fronting fees.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
Information with respect to the termination of the Company's previous credit agreement is set forth in Item 1.01 and is hereby incorporated in this Item 1.02 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is hereby incorporated in this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below.
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