Note G: Long-Term Debt


December 31
(add 000)	2012			2011
6.6% Senior Notes, due 2018	$	298,677		$	298,476
7% Debentures, due 2025		124,443			124,417
6.25% Senior Notes, due 2037		228,114			247,915
Term Loan Facility, due 2015, interest rate of 2.21% and 2.20% at December 31, 2012 and 2011, respectively		245,000			250,000
Revolving Facility, interest rate of 1.91% and 2.64% at December 31, 2012 and 2011, respectively		50,000			35,000
AR Credit Facility, interest rate of 1.00% and 1.66% at December 31, 2012 and 2011, respectively		100,000			100,000
Other notes		1,625			4,276
Total		1,047,859			1,060,084
Less current maturities		(5,676	)		(7,182	)
Long-term debt	$	1,042,183		$	1,052,902

The Corporation has a Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., Branch Banking and Trust Company, SunTrust Bank, and Bank of America, N.A., as Co-Syndication Agents, and the lenders party thereto (the “Credit Agreement”), consisting of a $250,000,000 senior unsecured term loan (the “Term Loan Facility”) and a $350,000,000 four-year senior unsecured revolving facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Senior Unsecured Credit Facilities”). The Senior Unsecured Credit Facilities are syndicated with the following banks:


(add 000) Lender	Revolving Facility Commitment		Term Loan Facility Commitment
JPMorgan Chase Bank, N.A.	$	46,667	$	33,333
Wells Fargo Bank, N.A.		46,667		33,333
SunTrust Bank		46,667		33,333
Branch Banking and Trust Company		46,667		33,333
Bank of America, N.A.		46,667		33,333
Citibank, N.A.		29,167		20,833
Deutsche Bank AG New York Branch		29,167		20,833
The Northern Trust Company		29,167		20,833
Comerica Bank		14,582		10,418
Regions Bank		14,582		10,418

Total	$	350,000	$	250,000

Borrowings under the Senior Unsecured Credit Facilities bear interest, at the Corporation’s option, at rates based upon LIBOR or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. The base rate is defined as the highest of (i) JPMorgan Chase Bank N.A.’s prime lending rate, (ii) the federal funds rate plus 0.5% or (iii) one-month LIBOR plus 1%.

The Revolving Facility expires on March 31, 2015, with any outstanding principal amounts, together with interest accrued thereon, due in full on that date.

The Corporation is required to make annual principal payments of $5,000,000 on its Term Loan Facility, with the remaining outstanding principal, together with interest accrued thereon, due in full on March 31, 2015.

The Corporation has a $100,000,000 secured accounts receivable credit facility (the “AR Credit Facility”) with Wells Fargo Bank, N.A. Borrowings under the AR Credit Facility bear interest at a rate equal to the one-month LIBOR plus 0.75%. Borrowings under the AR Credit Facility are limited based on the balance of the Corporation’s accounts receivable. The AR Credit Facility matures on April 20, 2013. At December 31, 2012, outstanding borrowings of $100,000,000 were classified as long-term on the consolidated balance sheet as the Corporation has the ability and intent to renew the Credit Facility or refinance amounts outstanding with borrowings that mature in more than twelve months.

On January 23, 2012, the Corporation repurchased $20,000,000 par value of its outstanding 6.25% Senior Notes due 2037 at 90.75 with borrowings under the Revolving Facility.

The Corporation’s 6.6% Senior Notes due 2018 and 6.25% Senior Notes due 2037 (collectively, the “Senior Notes”) are senior unsecured obligations of the Corporation, ranking equal in right of payment with the Corporation’s existing and future unsubordinated indebtedness. Upon a change of control repurchase event and a resulting below-investment-grade credit rating, the Corporation would be required to make an offer to repurchase all outstanding Senior Notes at a price in cash equal to 101% of the principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the purchase date.

All Debentures and Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. Senior Notes are redeemable prior to their respective maturity dates. The principal amount, effective interest rate and maturity date for the Corporation’s Debentures and Senior Notes are as follows:


	Principal Amount (add 000)		Effective Interest Rate	Maturity Date
6.6% Senior Notes	$	300,000	6.81%	April 15, 2018
7% Debentures	$	125,000	7.12%	December 1, 2025
6.25% Senior Notes	$	230,000	6.45%	May 1, 2037

The Corporation’s Credit Agreement and AR Credit Facility require the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined, for the trailing twelve months (the “Ratio”) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation maintains specified ratings on its long-term unsecured debt and the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if no amounts are outstanding under both the Revolving Facility and the AR Credit Facility, consolidated debt, including debt guaranteed by the Corporation, may be reduced by the Corporation’s unrestricted cash and cash equivalents in excess of $50,000,000, such reduction not to exceed $200,000,000, for purposes of the covenant calculation.

In order to provide incremental liquidity cushion, during 2012, the Corporation amended the Credit Agreement Ratio. The amendment temporarily increases the maximum Ratio to 3.75x at December 31, 2012, March 31, 2013 and June 30, 2013. The Ratio returns to the pre-amendment maximum of 3.50x for the September 30, 2013 calculation date. The Corporation was in compliance with the Ratio at December 31, 2012.

Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Corporation under the Revolving Facility. At December 31, 2012 and 2011, the Corporation had $2,507,000 and $1,963,000, respectively, of outstanding letters of credit issued under the Revolving Facility. The Corporation paid an upfront loan commitment fee to the bank group that is being amortized over the life of the Revolving Facility. Unused fees are paid on undrawn revolving balances.

The Corporation has a $10,000,000 short-term line of credit. No amounts were outstanding under this line of credit at December 31, 2012 or 2011.

The Corporation’s long-term debt maturities for the five years following December 31, 2012, and thereafter are:


(add 000)
2013	$	5,676
2014		5,229
2015		385,207
2016		145
2017		47
Thereafter		651,555
Total	$	1,047,859

Accumulated other comprehensive loss includes the unamortized value of terminated forward starting interest rate swap agreements. For the years ended December 31, 2012, 2011 and 2010, the Corporation recognized $1,034,000, $963,000 and $898,000, respectively, as additional interest expense. The ongoing amortization of the terminated value of the forward starting interest rate swap agreements will increase annual interest expense by approximately $1,000,000 until the maturity of the 6.6% Senior Notes in 2018.