with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares of the Voting Stock of the Issuer outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of
the surviving person immediately after giving effect to such transaction.
Change of Control Repurchase Event means the
occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect to the notes.
Fitch means
Fitch Ratings Inc., and its successors.
Investment Grade means, with respect to Fitch, a rating of BBB or better (or
its equivalent under any successor rating categories of Fitch), with respect to Moodys, a rating of Baa3 or better (or its equivalent under any successor rating categories of Moodys), and with respect to S&P, a rating of BBB or
better (or its equivalent under any successor rating categories of S&P), or if the applicable securities are not then rated by Fitch, Moodys or S&P an equivalent investment grade credit rating by any additional Rating Agency or Rating
Agencies selected by the Issuer.
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys
Corporation, and its successors.
Rating Agency means (1) each of Fitch, Moodys and S&P, and (2) if any of
Fitch, Moodys or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of the Issuers control, a different nationally recognized statistical rating organization selected by the
Issuer as a replacement agency for Fitch, Moodys or S&P, or each of them, as applicable.
S&P means
Standard & Poors Ratings Services, a division of S&P Global Inc., and its successors.
Voting Stock of any
specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such
person.
The Change of Control Repurchase Event provisions of the notes may in certain circumstances make more difficult or discourage a
sale or takeover of the Issuer and, thus, the removal of incumbent management. The Issuer or the Guarantor could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not
constitute a Change of Control Repurchase Event under the notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuers or the Guarantors capital structure or credit ratings on the
notes.
If the Issuer experiences a Change of Control Repurchase Event, the Issuer may not have sufficient financial resources available
to satisfy its obligations to repurchase all notes or portions of notes properly tendered. Furthermore, debt agreements to which the Issuer may become a party in the future may contain restrictions and provisions limiting its ability to repurchase
the notes. The Issuers failure to repurchase the notes as required under the Indenture would result in a default under the Indenture, which could have material adverse consequences for the Issuer and the holders of the notes.
Selection and Notice
With
respect to any partial redemption or repurchase of the notes made pursuant to the Indenture, if less than all of the notes are to be redeemed or repurchased at any given time, selection of such notes for redemption or repurchase will be made by the
trustee (a) if such notes are listed on any securities exchange, in compliance with the requirements of the principal securities exchange on which such notes are listed, (b) on a pro rata basis
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