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Long-Term Debt
6 Months Ended
Jun. 25, 2011
Long-Term Debt  
Long-Term Debt

7. Long-Term Debt

Long-Term Debt

        Long-term debt consists of the following:

 
  June 25, 2011   December 25, 2010  

2.25% Senior convertible debentures:

             
 

Principal

  $ 349,995   $ 349,995  
 

Unamortized debt discount

    (28,831 )   (35,583 )
           

Net carrying amount of senior convertible debentures

    321,164     314,412  

Term loan facilities

    467,193     386,213  

Revolving credit facility

         

Other debt, represents secured and unsecured promissory notes, interest rates ranging from 0% to 6.2% and 0% to 0.5% at June 25, 2011 and December 25, 2010, respectively, maturing between 2011 and 2012

    979     127  
           

Total debt

    789,336     700,752  

Capital leases

    76     100  
           

Total debt and capital leases

    789,412     700,852  

Less: current portion of long-term debt and capital leases

    (57,994 )   (30,582 )
           

Long-term debt and capital leases

  $ 731,418   $ 670,270  
           

        The $750,000 credit agreement, which has a maturity date of August 26, 2015, provides for a $230,000 U.S. term loan, a 133,763 Euro term loan and a $350,000 revolver. On February 24, 2011 we amended the $750,000 credit agreement, now the $900,000 credit agreement, primarily to provide for an incremental $150,000 U.S. term loan and modify the leverage ratio. Under specified circumstances, we have the ability to increase the term loans and/or revolving line of credit by up to $250,000 in the aggregate. Our obligations under the $900,000 credit agreement are guaranteed by our material domestic subsidiaries and are secured by substantially all of our assets, including a pledge of 100% of the capital stock of our domestic subsidiaries (other than the capital stock of any domestic subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes) and 65% of the capital stock of certain first-tier foreign subsidiaries and domestic disregarded entities, and mortgages on owned real property in the U.S. having a book value in excess of $10,000. The $400,000 term loan facility matures in 20 quarterly installments with the last installment due June 30, 2015 and the $150,000 term loan facility matures in 18 quarterly installments with the last installment due June 30, 2015. The $350,000 U.S. revolving facility matures on August 26, 2015 and requires no scheduled payment before that date. The $900,000 credit agreement contains certain customary representations and warranties, affirmative covenants and events of default.

        The interest rates applicable to term loans and revolving loans under the credit agreement are, at our option, equal to either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50% or (3) the one-month adjusted LIBOR rate plus 1%) plus an applicable interest rate margin based upon the leverage ratio or the adjusted LIBOR rate plus an interest rate margin based upon our leverage ratio.

        Based on our leverage ratio, the margin range for base rate loans is 0.75% to 1.5% and the margin range for LIBOR based loans is 1.75% to 2.5%. As of June 25, 2011, the interest rate margin for base rate loans was 1.5% and for adjusted LIBOR loans was 2.5%. The book value of our term and revolving loans approximates fair value.

        We pledged the stock of certain subsidiaries as well as certain U.S. assets for our credit agreements. In addition, the credit agreement includes certain customary representations and warranties, events of default, notices of material adverse changes to our business and negative and affirmative covenants including the ratio of consolidated earnings before interest, taxes, depreciation and amortization less capital expenditures to consolidated cash interest expense, for any period of four consecutive fiscal quarters, of no less than 3.5 to 1.0 as well as the ratio of consolidated indebtedness to consolidated earnings before interest, taxes, depreciation and amortization for any period of four consecutive fiscal quarters, of no more than 4.00 to 1 and will step down to 3.50 to 1 with respect to the second and third fiscal quarters ending in 2012 and will step down to 3.25 to 1 with respect to the fourth fiscal quarter ending in 2012 and for each fiscal quarter thereafter. As of June 25, 2011, we were compliant with all financial covenants specified in the credit agreement. We had $4,475 outstanding under letters of credit as of June 25, 2011.

        Our $350,000 of 2.25% Convertible Senior Notes (the 2013 Notes) due in June 2013 with interest payable semi-annually are convertible into cash for the principal amount and shares of our common stock for the conversion premium (or, at our election, cash in lieu of some or all of such common stock), if any, based on an initial conversion rate, subject to adjustment, of 20.4337 shares of our common stock per $1,000 principal amount of notes (which represents an initial conversion price of $48.94 per share), only in the following circumstances and to the following extent: (1) during any fiscal quarter beginning after July 1, 2006 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is more than 130% of the conversion price on the last day of such preceding fiscal quarter; (2) during the five business-day period after any five consecutive trading-day period, or the measurement period, in which the trading price per note for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (3) upon the occurrence of specified corporate transactions, as described in the indenture for the 2013 Notes; and (4) at the option of the holder at any time beginning on the date that is two months prior to the stated maturity date and ending on the close of business on the second trading-day immediately preceding the maturity date. Upon conversion, we will pay cash and shares of our common stock (or, at our election, cash in lieu of some or all of such common stock), if any. If we undergo a fundamental change as described in the indenture for the 2013 Notes, holders will have the option to require us to purchase all or any portion of their notes for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest, including any additional interest to, but excluding, the purchase date.

        At June 25, 2011, the fair value of our outstanding 2013 Notes was approximately $364,450 based on their quoted market value and no conversion triggers were met.

        As of June 25, 2011, $28,831 of debt discount remained and will be amortized over 8 quarters. As of June 25, 2011 and December 25, 2010, the equity component of our convertible debt was $88,492. Interest expense related to our convertible debt of $3,403 and $3,182 for the quarters ended June 25, 2011 and June 26, 2010, respectively, and for the six months ended June 25, 2011 and June 26, 2010 of $6,752 and $6,315, respectively, yielded an effective interest rate of 6.93% on the liability component. In addition, $1,969 and $3,937 of contractual interest expense was recognized on our convertible debt during the three and six months ended June 25, 2011 and $1,969 and $3,937 of contractual interest expense was recognized on our convertible debt during the three and six months ended June 26, 2010.

        Principal maturities of existing debt which excludes unamortized debt discount for the periods set forth in the table below are as follows:

Twelve months ending
   
 

June 2012

  $ 57,994  

June 2013

    435,478  

June 2014

    85,454  

June 2015

    199,618  

June 2016

    39,699  
       
 

Total

  $ 818,243  
       

        We have capital leases for equipment. These leases are capitalized using interest rates considered appropriate at the inception of each lease. Capital lease obligations amounted to $76 and $100 at June 25, 2011 and December 25, 2010, respectively.