Current Report 8k Sec (Page 8 of 22) in pdf

Instructions.

1. The requirements of this Item 2.02 are triggered by the disclosure of material non-public information regarding a completed ﬁ scal year

or quarter. Release of additional or updated material non-public information regarding a completed ﬁ scal year or quarter would trigger

an additional Item 2.02 requirement.

2. The requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K (17 CFR 229.10(e)(1)(i)) shall apply to disclosures under this

Item 2.02.

3. Issuers that make earnings announcements or other disclosures of material non-public information regarding a completed ﬁ scal year

or quarter in an interim or annual report to shareholders are permitted to specify which portion of the report contains the information

required to be furnished under this Item 2.02.

4. This Item 2.02 does not apply in the case of a disclosure that is made in a quarterly report ﬁ led with the Commission on Form 10-Q

(17 CFR 249.308a) or an annual report ﬁ led with the Commission on Form 10-K (17 CFR 249.310).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

(a) If the registrant becomes obligated on a direct ﬁ nancial obligation that is material to the registrant, disclose the following information:

(1) the date on which the registrant becomes obligated on the direct ﬁ nancial obligation and a brief description of the transaction

or agreement creating the obligation;

(2) the amount of the obligation, including the terms of its payment and, if applicable, a brief description of the material terms under

which it may be accelerated or increased and the nature of any recourse provisions that would enable the registrant to recover from third

parties; and

(3) a brief description of the other terms and conditions of the transaction or agreement that are material to the registrant.

(b) If the registrant becomes directly or contingently liable for an obligation that is material to the registrant arising out of an off-balance

sheet arrangement, disclose the following information:

(1) the date on which the registrant becomes directly or contingently liable on the obligation and a brief description of the transaction

or agreement creating the arrangement and obligation;

(2) a brief description of the nature and amount of the obligation of the registrant under the arrangement, including the material terms

whereby it may become a direct obligation, if applicable, or may be accelerated or increased and the nature of any recourse provisions

that would enable the registrant to recover from third parties;

(3) the maximum potential amount of future payments (undiscounted) that the registrant may be required to make, if different; and

(4) a brief description of the other terms and conditions of the obligation or arrangement that are material to the registrant.

(1) a long-term debt obligation, as deﬁ ned in Item 303(a)(5)(ii)(A) of Regulation S-K (17 CFR 229.303(a)(5)(ii)(A));

(2) a capital lease obligation, as deﬁ ned in Item 303(a)(5)(ii)(B) of Regulation S-K (17 CFR 229.303(a)(5)(ii)(B));

(3) an operating lease obligation, as deﬁ ned in Item 303(a)(5)(ii)(C) of Regulation S-K (17 CFR 229.303(a)(5)(ii)(C)); or

(4) a short-term debt obligation that arises other than in the ordinary course of business.

(d) For purposes of this Item 2.03, off-balance sheet arrangement has the meaning set forth in Item 303(a)(4)(ii) of Regulation S-K (17

CFR 229.303(a)(4)(ii)).

(e) For purposes of this Item 2.03, short-term debt obligation means a payment obligation under a borrowing arrangement that is scheduled

to mature within one year, or, for those registrants that use the operating cycle concept of working capital, within a registrant’s operating

cycle that is longer than one year, as discussed in FASB ASC paragraph 210-10-45-3 (Balance Sheet Topic).

Instructions.

Current Report 8k Sec Page 8