Events of Default
The Second Supplemental Indenture also provides for certain events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The terms of the Notes, the Base Indenture and the Second Supplemental Indenture are further described in the Prospectus Supplement dated June 17, 2021 relating to the Notes, filed with the Commission on June 21, 2021 (the “Prospectus Supplement”), under the caption “Description of the notes,” and the accompanying Prospectus dated November 6, 2018, under the captions “Description of debt securities” and “Description of guarantees of certain debt securities.” The descriptions do not purport to be complete and are qualified by reference to the Base Indenture, the Second Supplemental Indenture and the form of Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and are incorporated herein by reference.
Credit Agreement
On July 1, 2021, the Company entered into an unsecured revolving credit facility agreement with the lenders identified therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank and swingline lender thereunder (the “Credit Agreement”). Also on July 1, 2021, and in connection with the issuance of the Notes and the entry into the Credit Agreement, the Company will pay in full and terminate each of its (a) Third Amended and Restated Credit Agreement, dated as of October 30, 2014 (as amended, restated, amended and restated, modified or supplemented) and (b) Credit Agreement, dated as of December 20, 2019 (as amended, restated, amended and restated, modified or supplemented) (collectively, the ”Refinancing”).
The Credit Agreement, which matures on July 1, 2026, provides the Company with revolving commitments in an aggregate principal amount of up to $750 million, with a letter of credit sub-facility of $40 million and with a swingline loan sub-facility of $25 million. The Credit Agreement also provides the Company with an uncommitted incremental facility in an aggregate principal amount of up to $375 million. The proceeds of the Loans (under and as defined in the Credit Agreement) will be used only to finance the working capital needs, and for general corporate purposes, of the Borrower and its Subsidiaries including, without limitation, to finance working capital needs, to refinance indebtedness (including the Refinancing) and to finance acquisitions and similar investments.
Interest
The Company may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to either a base rate or LIBOR rate, in each case, plus an Applicable Rate based on the Company’s senior unsecured long-term debt rating. The Credit Agreement also contains customary LIBOR replacement language.
Covenants
The Credit Agreement contains certain covenants that, among other things, impose restrictions on the business of the Company and certain Subsidiaries, in each case, with certain exceptions, thresholds or caps that are permitted. The restrictions that these covenants place on the Company include, but are not limited to, limitations on their ability to:
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effectuate a Change of Control (as defined in the Credit Agreement);
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consolidate or merge with or into any other Person;
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sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Consolidated Subsidiaries;
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