Item 8.01 Other Items

On September 17, 2012, the Company issued a press release which announced the closing of $100.0 million in aggregate principal amount of its 3.95% senior unsecured notes due 2024 (the "Notes") in a private placement.

The Notes were purchased pursuant to a Note Purchase Agreement entered into by the Company and certain purchasers (the "Note Purchase Agreement"). The Notes will rank pari passu in right of repayment with the Company's other unsecured senior debt. The Notes will pay interest on a semi-annual basis commencing six months from the date of Closing. The proceeds from the sale of the Notes will be used to repay existing debt. Wells Fargo Securities, LLC acted as placement agent.

The Note Purchase Agreement contains representations and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others covenants that place conditions upon the Company's and certain subsidiaries' ability to merge or consolidate with other entities, incur indebtedness, incur liens, and sell material parts of its assets, business or property. The Note Purchase Agreement also contains additional customary events of default, including, without limitation, payment defaults, material inaccuracy of representations or warranties, covenant defaults, certain bankruptcy and insolvency events and change in control. Certain of the Company's subsidiaries will act as guarantors under the Note Purchase Agreement.

A copy of the Note Purchase Agreement, the Subsidiary Guaranty Agreement and the release are attached as exhibits to this report.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description of Exhibit Filing Status 10.1 Note Purchase Agreement Attached herewith 10.2 Subsidiary Guaranty Agreement Attached herewith 99.1 Press Release Attached herewith

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