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The Trustee will accept and shall be entitled to rely on such officer's certificate and opinion of counsel as sufficient
evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be
conclusive and binding on the holders of the Notes.
Mandatory Redemption
The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. However,
under certain circumstances, the Issuer may be required to offer to purchase the Notes as described under the captions
"—
Repurchase at the Option of Noteholders—Change of Control
" and "—
Asset Sales
".
Repurchase at the Option of Noteholders
Change of Control
If a Change of Control occurs, each holder of Notes will have the right to require the Issuer to repurchase all or any part
(equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder's Notes pursuant to an offer (the
"
Change of Control Offer
") on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer
a payment in cash (the "
Change of Control Payment
") equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase (the "
Change of Control
Payment Date
"), subject to the rights of holders of Notes on the relevant record date to receive interest due on the
relevant interest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice to each
holder (with a copy to the Trustee) or otherwise deliver a notice (with a copy to the Trustee) in accordance with the
procedures described under "—
Selection and Notice
", describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice,
which date will be no earlier than 10 days and no later than 60 days from the date such notice is mailed or delivered,
pursuant to the procedures required by the Indenture and described in such notice.
On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1)
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2)
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes properly tendered; and
(3)
deliver or cause to be delivered to the Paying Agent the Notes properly accepted.
The Paying Agent will promptly mail (or cause to be delivered) to each holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee will as soon as reasonably practicable authenticate and mail (or cause to
be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any;
provided
that each such new Note will be in a principal amount of $200,000 or an integral
multiple of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on and after the
Change of Control Payment Date unless the Issuer defaults in making the Change of Control Payment. The Issuer will
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.
The provisions described herein that require the Issuer to make a Change of Control Offer following a Change of Control
will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with
respect to a Change of Control, the Indenture will not contain provisions that permit the holders of the Notes to require
that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes
the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements 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 the Change of Control Offer, or (2) notice of redemption of all outstanding Notes has been given
pursuant to the Indenture as described above under the caption "—
Optional Redemption
", unless and until there is a
default in payment of the applicable redemption price.
Future debt of the Issuer or its Subsidiaries may contain descriptions of certain change of control events that, if they
occurred, would constitute a default under such debt or require such debt to be repurchased. In addition, the exercise by
the holders of the Notes of their right to require the Issuer to purchase the Notes could cause a default under, or require a
repurchase of, other debt, even if the Change of Control itself does not, due to the financial effect of the purchase on the
Issuer. If a Change of Control Offer is made, there can be no assurance that the Issuer will have sufficient funds or other
resources to pay the Change of Control Payment for all the Notes that might be delivered by holders thereof seeking to
accept the Change of Control Offer and to repurchase any other debt that may be required to be repaid following a
change of control. See "
Risk Factors— Risks related to the Notes and the Structure of the Offering—If the Group
experiences a Change of Control, the Issuer may not have the ability to raise the funds necessary to repurchase the
