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36
Financing Arrangements
The following descriptions represent our available financing arrangements as of December 31, 2012. As of December 31,
2012, we were in compliance with all covenant requirements for our senior unsecured notes and the unsecured credit agreement.
Unsecured Credit Agreement
On September 25, 2012, the Company entered into a new five-year unsecured credit agreement (the "Credit Agreement"),
which provides for a $500 million revolving line of credit (the "Revolver"). Borrowings under the Revolver bear interest at a
floating rate per annum based upon the alternate base rate ("ABR") or the Eurodollar rate, in each case plus an applicable margin
which varies based upon the Company's debt ratings. Rates range from 0.000% to 0.300% for ABR loans and from 0.795% to
1.300% for Eurodollar loans. The ABR is defined as the greater of (a) JPMorgan Chase Bank's prime rate, (b) the federal funds
effective rate plus 0.500% and (c) the adjusted LIBOR for a one month interest period. The adjusted LIBOR is the London interbank
offered rate for dollars adjusted for a statutory reserve rate set by the Board of Governors of the U.S. Federal Reserve System.
Additionally, the Revolver is available for the issuance of letters of credit and swingline advances not to exceed $75 million
and $50 million, respectively. Swingline advances will accrue interest at a rate equal to the ABR plus the applicable margin. Letters
of credit and swingline advances will reduce, on a dollar for dollar basis, the amount available under the Revolver.
The following table provides amounts utilized and available under the Revolver and each sublimit arrangement type as of
December 31, 2012 (in millions):
Amount Utilized Balances Available
Revolver $ — $ 493
Letters of credit 7 68
Swingline advances 50
The Credit Agreement further provides that the Company may request at any time, subject to the satisfaction of certain
conditions, that the aggregate commitments under the facility be increased by a total amount not to exceed $250 million.
The Credit Agreement's representations, warranties, covenants and events of default are generally customary for investment
grade credit and includes a covenant that requires the Company to maintain a ratio of consolidated total debt (as defined in the
Credit Agreement) to annualized consolidated EBITDA (as defined in the Credit Agreement) of no more than 3.00 to 1.00, tested
quarterly. Upon the occurrence of an event of default, among other things, amounts outstanding under the Credit Agreement may
be accelerated and the commitments may be terminated. The Company's obligations under the Credit Agreement are guaranteed
by certain of the Company's direct and indirect domestic subsidiaries on the terms set forth in the Credit Agreement. The Credit
Agreement has a maturity date of September 25, 2017; however, the Company, with the consent of lenders holding more than
50% of the total commitments under the Credit Agreement and subject to the satisfaction of certain conditions, may extend the
maturity date for up to two additional one-year terms.
An unused commitment fee is payable quarterly to the lenders on the unused portion of the commitments available under the
Revolver equal to 0.08% to 0.20% per annum, depending upon the Company's debt ratings. There were no significant unused
commitment fees incurred during the year ended December 31, 2012.
Commercial Paper Program
On December 10, 2010, we entered into a commercial paper program under which we may issue Commercial Paper on a
private placement basis up to a maximum aggregate amount outstanding at any time of $500 million. The maturities of the
Commercial Paper will vary, but may not exceed 364 days from the date of issue. We may issue Commercial Paper from time to
time for general corporate purposes and to refinance our senior unsecured notes maturing within the next twelve months. The
program is supported by the Revolver. Outstanding Commercial Paper reduces the amount of borrowing capacity available under
the Revolver and outstanding amounts under the Revolver reduce the Commercial Paper availability. As of December 31, 2012
and December 31, 2011, we had no outstanding Commercial Paper.
Letters of Credit Facilities
The Company currently has letter of credit facilities available in addition to the portion of the Revolver reserved for issuance
of letters of credit. Under these letter of credit facilities, $65 million is available for the issuance of letters of credit, $58 million
of which was utilized as of December 31, 2012 and $7 million remains available for use.