Table of Contents
Certain of the covenants contained in the indenture governing the New Notes and, if requested by us, the
subsidiary guarantees, will not be applicable during any period when the New Notes are rated investment grade by S&P and Moody's or, in certain circumstances, another rating agency selected by us. In
addition, we may request to release the guarantee of any subsidiary during any such period.
The covenant in the indenture governing the New Notes limiting dividends and other distributions, share repurchases and redemptions and other
restricted payments will not apply to us during any period when the New Notes are rated investment grade by both S&P and Moody's or, in certain circumstances, another nationally recognized statistical
rating agency selected by us, provided that at such time no default under the indenture has occurred and is continuing. There can be no assurance that the New Notes will ever be rated investment
grade, or that if they are rated investment grade, the New Notes will maintain such ratings. However, suspension of this covenant would allow us to pay distributions, buy back shares or engage in
other transactions that would not be permitted while this covenants was in force, and the effects of any such actions will be permitted to remain in place even if the New Notes are subsequently
downgraded below investment grade and the covenants are reinstated. Please see "Description of the New NotesCertain CovenantsCovenant
any period when the New Notes are rated investment grade by both S&P and Moody's or, in certain circumstances, another nationally recognized statistical rating agency selected by
us, provided that at such time no default under the indenture has occurred and is continuing, we may request to
release the guarantee of any subsidiary guarantor. In the event that the guarantee of the New Notes by a subsidiary guarantor is released, holders of the New Notes would effectively be subordinated to
all indebtedness and other liabilities of that subsidiary guarantor. Please see "Description of the New NotesGuarantees."
The New Notes will be effectively subordinated to URNA's and each guarantor's secured indebtedness, in each
case to the extent of the value of the assets securing such indebtedness.
The New Notes will be URNA's senior unsecured obligations and will be effectively subordinated to all of URNA's and each guarantor's secured
indebtedness, to the extent of the value of the collateral. Our U.S. dollar borrowings under the ABL Facility and our senior secured New Notes are secured by substantially all of our and the
guarantors' assets. Most of our U.S. receivable assets have been sold to a bankruptcy remote special purpose entity in connection with our accounts receivable securitization facility (the accounts
receivable in the collateral pool being the lenders' only source of payment under that facility). The lenders under the ABL Facility, the holders of the secured New Notes or the holders of other
secured indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to the
ABL Facility, the senior secured New Notes or our other secured indebtedness). The exercise of such remedies may adversely affect our ability to meet our financial obligations under the New Notes.
of September 30, 2017, our total indebtedness was $8.4 billion, and:
- URNA and the guarantors of the New Notes had outstanding an aggregate of $416 million of indebtedness secured by a first-priority lien
outstanding and $2.5 billion of borrowing capacity under the ABL Facility (net of outstanding letters of credit of $39 million), subject to, among other things, their maintenance of a
sufficient borrowing base under such facility;
- URNA and the guarantors of the New Notes had outstanding an aggregate principal amount of $1.0 billion of indebtedness secured on a
second-priority lien basis under URNA's senior secured Notes (which are guaranteed by the guarantors); and
- URNA and the guarantors of the New Notes had outstanding an aggregate of $64 million of indebtedness under capital leases secured by
assets that do not constitute collateral under the ABL Facility and URNA's senior secured New Notes.
the terms of the agreements governing our debt, we may incur significant amounts of additional secured indebtedness.