Subsequent Event

On May 4, 2016, we entered into an amended and restated revolving credit facility (the “A&R Credit Agreement”) in the amount of $1.15 billion, and a $500 million secured term loan agreement (the “Term Loan Agreement” and collectively with the A&R Credit Agreement, the “New Credit Agreements”). For lenders that have agreed to extend their commitments (such lenders, representing 88% of all commitments, the “extending lenders”), the A&R Credit Agreement matures in July of 2019, subject to an earlier maturity of November 28, 2018 if, under certain circumstances, we have not voluntarily redeemed, repurchased, refinanced or otherwise retired at least $500 million of our 2019 Senior Notes prior to November 28, 2018. For lenders that have not agreed to extend their revolving commitments (such lenders, representing 12% of all commitments, the “non-extending lenders”), the A&R Credit Agreement matures in July of 2017. The Term Loan Agreement matures in July of 2020. Prior to the initial borrowing under the New Credit Agreements, we must satisfy various conditions. Loans under the New Credit Agreements are subject to varying rates of interest based on whether the loan is a Eurodollar loan or an alternate base rate loan. We also incur a quarterly facility fee on the amount of the A&R Credit Agreement.

Eurodollar Loans. Eurodollar loans bear interest at the Eurodollar rate, which is LIBOR, plus the applicable margin. The applicable margin for Eurodollar loans under the A&R Credit Agreement depends on whether the lender is an extending lender or a non-extending lender. For non-extending lenders, the applicable margin under the A&R Credit Agreement ranges from 0.75% to 1.925% depending on our credit rating, and for extending lenders under the A&R Credit Agreement the applicable margin ranges from 1.925% to 3.7% depending on our leverage ratio. The applicable margin for Eurodollar loans under the Term Loan Agreement ranges from 1.425% to 3.2% depending on our leverage ratio.

Alternate Base Rate Loans. Alternate base rate loans bear interest at the alternate base rate plus the applicable margin. The applicable margin for alternate base rate loans under the A&R Credit Agreement depends on whether the lender is an extending lender or a non-extending lender. For non-extending lenders, the applicable margin under the A&R Credit Agreement ranges from 0.0% to 0.925% depending on our credit rating, and for extending lenders the applicable margin under the A&R Credit Agreement ranges from 0.925% to 2.7% depending on our leverage ratio. The applicable margin for alternate base rate loans under the Term Loan Agreement ranges from 0.425% to 2.2% depending on our leverage ratio.

Borrowings under our A&R Credit Agreement may be repaid from time to time without penalty. Obligations under the Term Loan Agreement are secured by substantially all of our assets. In addition, obligations under the New Credit Agreements are guaranteed by a material portion of our subsidiaries.

Our New Credit Agreements contain covenants including, among others, the following:


•	a prohibition against incurring debt, subject to permitted exceptions;


•	a restriction on creating liens on our assets and the assets of our operating subsidiaries, subject to permitted exceptions;


•	restrictions on mergers or asset dispositions;


•	maintenance of the following financial covenants:


1)	Leverage ratio of no greater than 3 to 1 through December 31, 2016 and 2.5 to 1 thereafter until maturity. This ratio measures our indebtedness guaranteed by subsidiaries under the New Credit Agreements and other guaranteed facilities to the trailing four quarters consolidated adjusted earnings before interest, taxes, depreciation, amortization and other specified charges (“EBITDA”);


2)	Leverage and letters of credit ratio of no greater than 4 to 1 on or before December 31, 2016 and 3.5 to 1 thereafter calculated as our indebtedness guaranteed by subsidiaries under the New Credit Agreements and other guaranteed facilities and all letters of credit to the trailing four quarters consolidated adjusted EBITDA; and


3)	Asset coverage ratio of at least 4 to 1, which is calculated as of our asset value to indebtedness guaranteed by subsidiaries under the New Credit Agreements and other guaranteed facilities; and


•	restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business.

Our New Credit Agreements contain customary events of default, including our failure to comply with the financial covenants described above.