WHEREAS, in accordance with Section 16.01 of the Indenture, the Issuer has delivered to the Trustee an Officers Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof;
WHEREAS, pursuant to Sections 14.02 and 14.03 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all other conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been performed and fulfilled by the parties hereto, and the execution and delivery hereof have been in all respects duly authorized by the parties hereto.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows:
Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture or the Notes, as applicable.
Section 1.2 Certain Definitions. Any definitions used exclusively in the provisions of the Indenture or Notes that are deleted pursuant to the amendments set forth in this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes.
Amendments to the Indenture and the Notes
Section 2.1 The Indenture and the Notes (for the avoidance of doubt, including the Global Security for the 4.950% Senior Note due 2027) are hereby amended as follows:
(a) The Notes (for the avoidance of doubt, including the Global Security for the 4.950% Senior Note due 2027) are hereby amended by adding the following sentence to the end of the definition of Change of Control in the Notes:
Notwithstanding the foregoing, a Change of Control will not occur or be deemed to occur (i) in connection with the Acquisition or (ii) at any time so long as (1) the Permitted Holders directly or indirectly beneficially own a majority of the voting power of the Companys Voting Stock or (2) no other Person, other than the Permitted Holders, beneficially owns a majority of the voting power of the Companys Voting Stock.
(b) The Notes (for the avoidance of doubt, including the Global Security for the 4.950% Senior Note due 2027) are hereby amended by adding the following definitions in the proper alphabetical order to the list of defined terms under the heading titled Change of Control Offer in the Notes:
Acquisition means the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated November 12, 2019, as amended on November 27, 2019 by Amendment No. 1 to Agreement and Plan of Merger (as further amended, supplemented, waived or otherwise modified from time to time), by and among the Company, Tiger Midco LLC and the Tiger Merger Sub Co., which provides that Tiger Merger Sub Co. will merge with and into the Company (the Merger), with the Company continuing as the surviving corporation in the Merger.