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set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly
tendered and not withdrawn under such Change of Control Offer.
The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions
of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.
The Issuer’s ability to repurchase Notes issued by it pursuant to a Change of Control Offer may be limited by a number
of factors. The occurrence of certain of the events that constitute a Change of Control may require a mandatory prepayment
of Indebtedness under the Senior Credit Facilities. In addition, certain events that may constitute a change of control under
the Senior Credit Facilities and require a mandatory prepayment of Indebtedness under such facilities may not constitute a
Change of Control under the Indenture. In particular, an event that constitutes a change of control under the Senior Credit
Facilities and requires a mandatory prepayment of Indebtedness under the Senior Credit Facilities may not constitute a
Change of Control Triggering Event under the Notes if it is not accompanied or followed by a Rating Decline. Future
Indebtedness of the Issuer or its Subsidiaries may also contain prohibitions of certain events that would constitute a Change
of Control or require such Indebtedness to be repurchased upon a Change of Control Triggering Event. Moreover, the
exercise by the Holders of their right to require the Issuer to repurchase the Notes could cause a default under, or require a
repurchase of, such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase
on the Issuer. Finally, the Issuer’s ability to pay cash to the Holders upon a repurchase may be limited by the Issuer’s then
existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any
required repurchases.
Even if sufficient funds were otherwise available, the terms of the Senior Credit Facilities and the Intercreditor
Agreement may (and other Indebtedness and any Additional Intercreditor Agreement may) prohibit the Issuer’s prepayment
of the Notes or any payment by the Subsidiary Guarantors on the Subsidiary Guarantees or the ability of the Subsidiary
Guarantors or the Issuer’s other Subsidiaries to fund any such payments before the scheduled maturity of the Notes.
Consequently, if the Issuer is not able to prepay the Indebtedness outstanding under the Senior Credit Facilities and any such
other Indebtedness containing similar restrictions or obtain requisite consents, the Issuer will be unable to fulfill its
repurchase obligations if Holders of Notes exercise their repurchase rights following a Change of Control Triggering Event,
resulting in a default under the Indenture. A default under the Indenture would result in a cross-default under the Senior
Credit Facilities.
The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer,
conveyance or other disposition of “all or substantially all” of the property or assets of the Issuer and its Subsidiaries taken as
a whole to specified other Persons. There is no precise established definition of the phrase “substantially all” under applicable
law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would
involve a disposition of “all or substantially all” of the property or assets of a Person. As a result, it may be unclear as to
whether a Change of Control has occurred and whether a Holder may require the Issuer to make an offer to repurchase the
Notes as described above.
Certain Covenants
Limitation on Indebtedness
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any
Indebtedness (including Acquired Indebtedness); provided, however, that the Issuer, any Subsidiary Guarantor or any
Finance Subsidiary may Incur Indebtedness and any Restricted Subsidiary (other than any Subsidiary Guarantor or any
Finance Subsidiary) may Incur Indebtedness other than Public Debt (subject to the third paragraph of this covenant, other
than a Guarantee of Public Debt of the Issuer, a Subsidiary Guarantor or a Finance Subsidiary), in each case, if on the date of
such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the
Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries is less than 7.00 to 1.00 if the date of such
Incurrence is prior to the 30-month anniversary of the Issue Date, or 6.00 to 1.00 if the date of such Incurrence is on or after
the 30-month anniversary of the Issue Date.
The first paragraph of this covenant will not prohibit the Incurrence of the following Indebtedness:
(1) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’
acceptances issued or created thereunder) and any Refinancing Indebtedness in respect thereof and, subject to the third
paragraph of this covenant, Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any
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