Item 1.01 Entry into a Material Definitive Agreement
On
In connection with the closing, on
The Notes are governed by the Indenture, dated as of
Interest on the Notes will accrue from
The Indenture provides that an Event of Default (as defined in the Indenture)
will occur if the Company defaults in any payment of interest on any Note when
due and payable and the default continues for a period of 30 days, defaults in
payment of any principal of any Note when due and payable at its stated
maturity, upon optional redemption, or upon any required repurchase or upon
declaration of acceleration or otherwise (subject to applicable notice and/or
grace periods). Other Events of Default under the Indenture include: the
Company's failure to comply with certain corporate restrictions in the Officers'
Certificate, the Company's failure to comply (subject to applicable notice
and/or grace periods) with any of its other agreements contained in the Notes or
the Indenture, the default under other indebtedness of the Company in an amount
equal to or greater than the greater of
In certain Event of Defaults, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of then outstanding Notes by notice to the Company and to the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all then outstanding Notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest, if any, will be due and payable immediately.
The foregoing description of the material terms of the Officers' Certificate is qualified in its entirety by reference to the Officers' Certificate which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 4.1 Officers' Certificate and Authentication Order datedJanuary 25, 2022 for the 2.950% Notes due 2032 (which includes the form of Note) issued pursuant to the Indenture dated as ofApril 8, 2014 , between the Company andComputershare Trust Company, N.A. , as successor toWells Fargo Bank, National Association . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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