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converted in connection with such a make-whole fundamental change. The Issuer has no right to redeem the Notes prior to maturity. The Indenture includes a restrictive covenant that, subject to
specified exceptions and parameters, limits the ability of the Issuer to incur additional debt and includes customary events of default, which may result in the acceleration of the maturity of the Notes under the Indenture.
Investment Agreement
On November 8, 2017,
the Issuer entered into an Investment Agreement (as amended by the Amendment to Investment Agreement, dated December 8, 2017, the Investment Agreement) with an affiliate of SLG pursuant to which SLP Chicago purchased the Notes on
December 8, 2017.
Board Representation
As long
as SLP Chicago, Co-Invest or their affiliates beneficially own shares of Common Stock (representing at in excess of 10% of the outstanding shares of Common Stock of the Issuer (calculated assuming conversion
of the Notes), Silver Lake will maintain the right to nominate two individuals for election to the Board of Directors of the Issuer (the Board), at least one of whom will be independent and another of whom will be a managing director,
director, officer, senior-level employee or advisor of SLG or certain of its affiliates. As long as SLP Chicago, Co-Invest or their affiliates beneficially own shares of Common Stock representing in excess of
4% of the outstanding shares of Common Stock of the Issuer (calculated assuming conversion of the Notes), Silver Lake will maintain the right to nominate one individual for election to the Board, which individual will be a managing director,
director, officer, senior-level employee or advisor of SLG or certain of its affiliates. Such rights to nominate a director of the Issuer will terminate upon the Issuers entry into a definitive agreement providing for the merger of the Issuer
into any other person constituting a change in control. For so long as Silver Lake has a right to nominate a director, as described above, it will also have the right to designate one board observer to attend meeting of the Board.
Standstill Obligations
Silver Lake is subject to a
standstill provision until the later of the date that is six months following such time as Silver Lake no longer has a representative, and no longer has rights to have a representative, on the Board and December 8, 2020 (the Standstill
Period). During the Standstill Period, Silver Lake will not, among other things and subject to specified exceptions (a) acquire any securities of the Issuer if, immediately after such acquisition, Silver Lake, together with certain of its
affiliates, would beneficially own more than 19.9% of the then outstanding Common Stock of the Issuer, excluding any shares purchased pursuant to its participation rights described below; (b) participate in any solicitation of proxies; or
(c) form, join or participate in any group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with any persons other than Silver Lakes affiliates with respect to any securities of the Issuer. The
Standstill Period will terminate early upon the effective date of a change of control of the Issuer or 90 days after such date that Silver Lake and certain of its affiliates cease to beneficially own any Notes or shares of the Issuers Common
Stock (other than as may have been issued to directors for compensation purposes).
Transfer Restrictions
Until December 8, 2018, or earlier upon a change of control of the Issuer, Silver Lake will be restricted from transferring or entering into an agreement
that transfers the economic consequences of ownership of the Notes or the shares of Common Stock to be issued upon conversion of the Notes. These restrictions shall not apply to, among other exceptions, transfers to certain affiliates and transfers
or pledges of the Notes, or the satisfaction of obligations related to Pledged Notes (as defined below), in each case in connection with one or more bona fide margin loans.
Participation Rights
Silver Lake has the option to
purchase all or a portion of any equity securities, or instruments convertible into or exchangeable for any equity securities, in any proposed offerings by the Issuer until the earlier of (i) June 8, 2019 or (ii) such time as Silver Lake
no longer has a representative and no longer has rights to have a representative, on the Board. Silver Lakes option does not apply to equity securities or instruments convertible into or exchangeable for any equity securities issued in
connection with, among other things, certain acquisitions, underwritten public offerings, strategic partnerships or commercial arrangements, or equity compensation plans.
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