Item 1.01 Entry into a Material Definitive Agreement

On October 5, 2009, we entered into the Third Amendment to our bank credit agreement with Bank of Montreal, as administrative agent for the lenders thereto. A copy of this amendment is attached as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On October 6, 2009, we issued a press release announcing the pricing of $300.0 million of 8?% Senior Notes due 2017. We intend to close the sale of the notes on October 9, 2009, subject to the satisfaction of customary closing conditions, and use the net proceeds from this offering to repay outstanding borrowings under our bank credit facility and for other general corporate purposes. A copy of this press release is attached as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Third Amendment to Second Amended and Restated Credit Agreement.
Exhibit 99.2 Press Release dated October 6, 2009 reporting pricing of senior notes offering.