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Long-Term Debt
9 Months Ended
Sep. 24, 2011
Long-Term Debt 
Long-Term Debt

7. Long-Term Debt

Long-Term Debt

        Long-term debt consists of the following:

 
  September 24, 2011   December 25, 2010  

2.25% Senior convertible debentures:

             
 

Principal

  $ 349,995   $ 349,995  
 

Unamortized debt discount

    (25,317 )   (35,583 )
           

Net carrying amount of senior convertible debentures

    324,678     314,412  

Term loan facilities

    393,465     386,213  

Revolving credit facility

    22,000      

Other debt, represents secured and unsecured promissory notes, interest rates ranging from 0% to .5% and 0% to 0.5% at September 24, 2011 and December 25, 2010, respectively, maturing between 2011 and 2012

    123     127  
           

Total debt

    740,266     700,752  

Capital leases

    55     100  
           

Total debt and capital leases

    740,321     700,852  

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

    (19,838 )   (30,582 )
           

Long-term debt and capital leases

  $ 720,483   $ 670,270  
           

        On December 25, 2010, we had a $750,000 credit agreement, which had a maturity date of August 26, 2015 and provided for a $230,000 term loan, a €133,762 Euro term loan and a $350,000 revolving credit facility. On February 24, 2011 we amended the credit agreement, primarily to provide for an incremental $150,000 term loan and to modify the leverage ratio used in calculating the interest rate applicable to amounts outstanding. On September 23, 2011, we amended and restated the credit agreement primarily to reduce the interest rate margin applicable to the term loans and the revolving loans based on our leverage ratio and extend the maturity date by one year (i.e., to September 2016). The current credit agreement provides for a $299,750 term loan, a €69,414 Euro term loan and a $350,000 revolving credit facility. 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 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 term loans mature in 20 quarterly installments with the last installment due September 23, 2016. The $350,000 revolving facility also matures on September 23, 2016 and requires no scheduled payment before that date. The 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 current leverage ratio, the margin range for base rate loans is 0.0% to 0.75% and the margin range for LIBOR based loans is 1.00% to 1.75%. As of September 24, 2011, the interest rate margin for base rate loans was 0.75% and for adjusted LIBOR loans was 1.75%. 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. These covenants include (1) the ratio of consolidated earnings before interest, taxes, depreciation and amortization less capital expenditures to consolidated cash interest expense, which for any period of four consecutive fiscal quarters must be no less than 3.5 to 1.0, as well as (2) the ratio of consolidated indebtedness to consolidated earnings before interest, taxes, depreciation and amortization for any period of four of the previous consecutive fiscal quarters of no more than 4 to 1. In the second and third quarter of 2012, this ratio will step down to 3.5 to 1, and thereafter will step down to 3.25 to 1. As of September 24, 2011, we were compliant with all financial covenants specified in the credit agreement. We had $4,475 outstanding under letters of credit as of September 24, 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 September 24, 2011, the fair value of our outstanding 2013 Notes was approximately $343,940 based on their quoted market value and no conversion triggers were met.

        As of September 24, 2011, $25,317of debt discount remained and will be amortized over 7 quarters. As of September 24, 2011 and December 25, 2010, the equity component of our convertible debt was $88,492. Interest expense related to our convertible debt of $3,514 and $3,349 for the quarters ended September 24, 2011 and September 25, 2010, respectively, and for the nine months ended September 24, 2011 and September 25, 2010 of $10,266 and $9,664, respectively, yielded an effective interest rate of 6.93% on the liability component. In addition, $1,969 and $5,906 of contractual interest expense was recognized on our convertible debt during the three and nine months ended September 24, 2011 and $1,969 and $5,906 of contractual interest expense was recognized on our convertible debt during the three and nine months ended September 25, 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
   
 

September 2012

  $ 19,796  

September 2013

    379,505  

September 2014

    54,102  

September 2015

    73,775  

September 2016

    238,405  
       
 

Total

  $ 765,583  
       

        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 $55 and $100 at September 24, 2011 and December 25, 2010, respectively.