The foregoing summary and description of the New Exchange Notes Indentures, the New Exchange
Notes and the Collateral Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Exchange Notes Indentures and the Collateral Agreement, as the case may be, which are filed as Exhibits
4.1, 4.2 and 4.5, respectively, hereto and incorporated by reference herein.
Offering of Additional 2026 Notes
On November 19, 2019, the Issuer completed its previously announced offering of an additional $500,000,000 aggregate principal amount of
its 8.000% Senior Secured Notes due 2026 at an issue price of 100.00% plus accrued interest from September 15, 2019 to November 19, 2019 (the Additional 2026 Notes and, together with the $1,600,809,000 aggregate principal
amount of 8.000% Senior Secured Notes due 2026 issued by the Issuer on March 6, 2019, the 2026 Notes). The Additional 2026 Notes were issued as additional notes under the Indenture, dated as of March 6, 2019, among the Issuer,
the Company, the subsidiary guarantors party thereto, the Trustee and the Collateral Agent (the Base Indenture), as amended and supplemented by the First Supplemental Indenture, dated November 19, 2019, among the Issuer, the
Company, the subsidiary guarantors party thereto, the Trustee and the Collateral Agent (the First Supplemental Indenture and, together with the Base Indenture, the 2026 Notes Indenture).
Interest. Interest on the Additional 2026 Notes is payable semi-annually in arrears on March 15 and September 15 of
each year at 8.000% per annum, commencing on March 15, 2020.
Guarantees. The Additional 2026 Notes are
unconditionally guaranteed by the Company and each of the Issuers current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of the Issuer (including the Issuers
outstanding senior notes) and certain other long-term debt of the Issuer and the guarantors.
Security. Pursuant to
the Collateral Agreement and the Intercreditor Agreements, the Additional 2026 Notes and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures
on a first-priority basis the Existing Senior-Priority Notes and the New Senior-Priority Notes and (ii) second-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL
Facility (and also secures on a second-priority basis the Existing Senior-Priority Notes and the New Senior-Priority Notes), in each case subject to permitted liens described in the 2026 Notes Indenture. The Additional 2026 Notes are subject to the
terms of each of the Intercreditor Agreements. Each of the Intercreditor Agreements restrict the actions permitted to be taken by the Collateral Agent with respect to the Collateral on behalf of the holders of the 2026 Notes.
Optional Redemption. At any time prior to March 15, 2022, the Issuer may redeem some or all of the 2026 Notes at a price
equal to 100% of the principal amount of the 2026 Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date plus a make-whole premium, as described in the 2026 Notes Indenture. On or after
March 15, 2022, the Issuer may redeem some or all of the 2026 Notes at any time and from time to time at the redemption prices set forth in the 2026 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date. In addition, at any time prior to March 15, 2022, the Issuer may redeem up to 40% of the aggregate principal amount of the 2026 Notes with the proceeds of certain equity offerings at the redemption price set forth in the 2026
Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Change of
Control. If the Company or the Issuer experiences a Change of Control (as defined in the 2026 Notes Indenture), the Issuer is required to offer to repurchase the 2026 Notes at 101% of their principal amount plus accrued and unpaid interest,
if any, to, but excluding, the date of repurchase.
Restrictive Covenants and Events of Default. The 2026 Notes Indenture
contains covenants that, among other things, limit the Issuers ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments,
incur restrictions on the ability of the Issuers restricted subsidiaries that are not guarantors to pay dividends or make certain other payments,