165
date (subject to the right of holders of record on the relevant date to receive interest due on the relevant interest payment
date), with all or a portion of the net proceeds of one or more Equity Offerings;
provided
that at least 65% of the
aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption; and provided, further, that such redemption shall occur within 180 days of the date of the
closing of any such Equity Offering.
In addition, at any time prior to 4 August 2017 the Issuer may redeem, in whole or in part, the Notes at a redemption
price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium as of, and accrued
and unpaid interest to, but not including, the redemption date, subject to the rights of the holders on the relevant record
date to receive interest due on the relevant interest payment date.
Except pursuant to the preceding two paragraphs and except pursuant to "—
Redemption for Changes in Taxes
", the
Notes will not be redeemable at the Issuer's option prior to 4 August 2017.
On or after 4 August 2017, the Issuer may on any one or more occasions redeem all or a part of the Notes at the
redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and
Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-
month period beginning on 4 August of the years indicated below, subject to the rights of holders of Notes on the
relevant record date to receive interest on the relevant interest payment date:
Year
Redemption Price
2017 ............................................................................................................................................
104.750%
2018 and thereafter .....................................................................................................................
102.375%
All redemptions of the Notes will be made upon not less than 10 nor more than 60 days' prior notice, except that a
redemption notice may be made more than 60 days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of the Indenture. Unless the Issuer defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable
redemption date.
Notice of any redemption including, without limitation, upon an Equity Offering may, at the Issuer's discretion, be
subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.
Redemption for Changes in Taxes
The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor
more than 60 days' prior notice to the holders of the Notes (which notice will be irrevocable and given in accordance
with the procedures described in "—
Selection and Notice
"), at a redemption price equal to 100% of the aggregate
principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption
(a "
Tax Redemption Date
") and all Additional Amounts (if any) then due and which will become due on the Tax
Redemption Date as a result of the redemption or otherwise (subject to the right of holders of the Notes on the relevant
record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect
thereof), if on the next date on which any amount would be payable in respect of the Notes, the Issuer or a Guarantor is
or would be required to pay Additional Amounts, and the Issuer or Guarantor cannot avoid any such payment obligation
by taking reasonable measures available to it, and the requirement arises as a result of:
(1)
any amendment to, or change in, the laws or any regulations, treaties or rulings promulgated thereunder of a
relevant Tax Jurisdiction which change or amendment becomes effective on or after the Issue Date (or, if the
applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date); or
(2)
any amendment to, or change in, an official written interpretation or application of such laws, regulations,
treaties or rulings (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or
a change in published administrative practice) which amendment or change becomes effective on or after the
Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such
later date).
The Issuer will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer
or Guarantor would be obligated to make such payment or withholding if a payment in respect of the Notes was then
due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the
foregoing, the Issuer will deliver to the Trustee an opinion of independent tax counsel, to the effect that there has been
such amendment or change which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer
publishes or mails notice of redemption of the Notes as described above, it will deliver to the Trustee an officer's
certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by the Issuer or Guarantor
taking reasonable measures available to it.
