which the PEP Guarantors will guarantee (the PEP Guarantees and, together with the NN Guarantees, the Guarantees) the Notes. As used herein, the term
Indenture shall mean the Initial Indenture, as supplemented by the Supplemental Indenture, unless the context otherwise requires.
The holders of the Securities (including the Initial Purchasers) will be entitled to the benefits of a registration rights agreement, to be
dated as of October 19, 2015 (the Registration Rights Agreement), among the Company, the NN Guarantors and the Representative, pursuant to which the Company and the Guarantors will be required to file with the Securities and
Exchange Commission (the Commission), under the circumstances set forth therein, one or more registration statements with the Commission providing for the registration under the Securities Act of the Securities or the Exchange
Securities referred to (and as defined) in the Registration Rights Agreement and the related Guarantees (the Exchange Offer). All references herein to the Exchange Securities and the Exchange Offer are only applicable if the
Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. Upon consummation of the Acquisition, the Company will cause each PEP Guarantor to join the Registration
Rights Agreement by execution of the joinder attached thereto (the Registration Rights Agreement Joinder).
issuance and sale of the Notes, the issuance of the Guarantees, the consummation of the Acquisition, the entry by the Company and the Guarantors into the Senior Credit Facility, the initial extensions of credit thereunder, if any, on the Closing
Date, the repayment of certain borrowings under the Companys existing credit facilities as described in the Final Offering Memorandum (as defined below) and the payment of transaction costs are referred to herein collectively, as the
This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, the Senior
Credit Facility Documentation, the Initial Indenture (including each Guarantee set forth therein), the Joinder Agreement, the Supplemental Indenture and the Registration Rights Agreement Joinder are referred to herein as the Transaction
The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the
Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (as amended, the Securities Act, which term, as used herein, includes the rules and regulations of the Commission promulgated
thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the
date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act
(Rule 144A) or Regulation S under the Securities Act (Regulation S)). The Company agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to
purchasers (the Subsequent Purchasers) on the terms set forth in the Final Offering Memorandum.
In connection with the
sale of the Notes, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 22, 2015 (the Preliminary Offering Memorandum) and a final offering memorandum
dated the date hereof (the Final Offering Memorandum).