Item 1.02. Termination of a Material Definitive Agreement.
As of April 17, 2008, in connection with our entry into the new credit facility
described in Item 2.03 hereof, United Parcel Service, Inc. ("we", "us" or "our")
terminated two existing credit facilities: (1) the $1.0 billion 364-day
revolving credit facility, dated as of April 19, 2007, with the banks, financial
institutions and other institutional lenders signatory thereto, and Citibank,
N.A as administrative agent (which credit facility was scheduled to expire,
unless renewed or converted to a term loan, on April 17, 2008); and (2) the
$7.0 billion 364-day revolving credit facility, dated as of October 19, 2007,
with the banks, financial institutions, and other institutional lenders
signatory thereto, and Citibank, N.A., as administrative agent (which credit
facility was scheduled to expire on October 17, 2008).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On April 17, 2008, we entered into a new $4.5 billion 364-day revolving credit
facility (the "364-Day Facility") with a syndicate of commercial banks,
including Citibank, N.A. as administrative agent ("Citibank" or the "Agent").
The material terms and conditions of the 364-Day Facility are as set forth
below.
Generally, amounts outstanding under the 364-Day Facility as U.S. Dollar
advances bear interest either at a periodic fixed rate of interest equal to
LIBOR for U.S. Dollar deposits for the applicable interest period of one, two,
three, six or, subject to availability from the lenders, nine or twelve months,
plus a margin equal to 0.13%, or at a fluctuating rate of interest equal to
Citibank, N.A.'s publicly announced base rate, in each case as selected by us.
Amounts outstanding under the 364-Day Facility as non-U.S. Dollar advances bear
interest at a periodic fixed rate of interest equal to LIBOR for deposits in the
applicable currency for the selected interest period, plus a margin equal to
0.13%. We are also able to request advances under the 364-Day Facility based on
competitive bids for the applicable interest rate as set forth below. Interest
on advances based on LIBOR is payable at the end of each applicable interest
period and, if such interest period is longer than three months, at the end of
each three-month period occurring during such interest period. Interest on
advances based on the base rate is payable quarterly in arrears.
We may request the Agent to solicit competitive bids from the lenders under the
364-Day Facility for advances with requested maturities of at least seven days.
Each of the lenders may bid at its discretion. We may accept one or more of such
bids, provided that the aggregate outstanding advances on the date of, and after
giving effect to, the competitive bid advance do not exceed the aggregate
commitments of all lenders under the 364-Day Facility. Each such competitive bid
advance must be at least $25 million (or the approximate equivalent in any
non-U.S. currency for non-U.S. Dollar advances) and may be increased in
multiples of $1.0 million (or the approximate equivalent in any non-U.S.
currency for non-U.S. Dollar advances). While any such borrowing is outstanding,
it will be deemed a usage of the 364-Day Facility with regard to availability
thereunder.
The 364-Day Facility will mature and all amounts outstanding thereunder will be
due and payable on April 18, 2009, provided, however, that we may request
renewal of the facility for an additional 364-day period or convert all amounts
outstanding thereunder into a term loan for a period up to one year which would
mature not later than April 18, 2010. Should we exercise our option to convert
advances under the 364-Day Facility into such a term loan, the amounts
outstanding as such term loan would bear interest based on the applicable LIBOR
or base rate as described above, except that the margin applicable to advances
bearing interest based on LIBOR would increase from 0.13% to 0.25%.
We are required to pay certain fees in connection with the 364-Day Facility. For
example, we must pay an annual facility fee quarterly in arrears equal to 0.02%
of the aggregate $4.5 billion commitment of the lenders under the 364-Day
Facility. Generally, however, we may reduce the aggregate commitment of
such lenders by terminating any unused amounts under the 364-Day Facility on
three business days notice. Such reductions must be at least $25 million and are
subject to certain restrictions. We may also be required to pay certain fees to
the Agent, as we and the Agent may agree on from time-to-time, such as an annual
administration fee and additional administrative fees in connection with
competitive bid advances.
The 364-Day Facility contains customary covenants regarding the preservation and
maintenance of our corporate existence, material compliance with laws, payment
of taxes, and maintenance of insurance and of our properties. The 364-Day
Facility also generally restricts us and our subsidiaries from incurring any
secured indebtedness without making provision for indebtedness under the Credit
Facility to be secured equally and ratably with such secured indebtedness, to
the extent all such secured indebtedness would exceed an amount equal to 10% of
our consolidated net tangible assets, and from entering into certain
sale-leaseback transactions. Further, the 364-Day Facility restricts us from
transferring all or substantially all of our assets to a third party, and from
merging or consolidating with a third party where we are not the surviving
corporation in such transaction. The 364-Day Facility includes customary events
of default, including, but not limited to, the failure to pay any interest,
principal or fees when due, the failure to perform any covenant or agreement,
materially inaccurate or false representations or warranties, insolvency or
bankruptcy, change of control, the occurrence of certain ERISA events, and
judgment defaults.
We plan to use the proceeds from the 364-Day Facility for general corporate
purposes, including commercial paper backstop.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED PARCEL SERVICE, INC.
Date: April 18, 2008 By: /s/ Kurt P. Kuehn
Kurt P. Kuehn
Senior Vice President,
Chief Financial Officer and
Treasurer