In each case, interest payable on the maturity date of the notes or any redemption date of
the notes shall be payable to the person to whom the principal of such notes shall be payable. Interest on the notes will be computed on the basis of a 360-day year of twelve
30-day months. We will make payments of principal, premium, if any, and interest through the Trustee to DTC.
Interest payable on any interest payment date, redemption date or maturity date shall be the amount of interest accrued from, and including,
the next preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the notes) to, but excluding,
such interest payment date, redemption date or maturity date, as the case may be. If any interest payment date falls on a day that is not a business day, the interest payment will be made on the next succeeding day that is a business day, but no
additional interest will accrue as a result of the delay in payment. If the maturity date or any redemption date of the notes falls on a day that is not a business day, the related payment of principal, premium, if any, and interest will be made on
the next succeeding business day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next succeeding business day.
Optional Redemption
The
notes will be redeemable at any time and from time to time prior to the Par Call Date, as a whole or in part, at our option, on at least 10 days, but not more than 60 days, prior notice delivered to each holder of the notes to be
redeemed (or otherwise sent in accordance with the procedures of DTC), at a redemption price equal to the greater of:
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100% of the principal amount of the notes to be redeemed; and |
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the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months, at the Treasury
Rate (as defined below) plus basis points, less interest accrued to the date of redemption; |
plus,
in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date.
Notwithstanding the immediately preceding
paragraph, we may redeem all or a portion of the notes at our option at any time and from time to time on or after the Par Call Date at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
Any redemption or notice of any redemption may, at our discretion, be subject
to one or more conditions precedent, including, but not limited to, completion of any equity offering or change of control, issuance of indebtedness or other transaction or event. Notice of any redemption in respect thereof will be given prior to
the completion thereof, may be partial as a result of only some of the conditions being satisfied, may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion) and may be rescinded
at any time if the Issuer determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). We may provide in such notice that payment of the applicable redemption price and the performance of our obligations
with respect to such redemption may be performed by another person.
If money sufficient to pay the redemption price of all of the notes
(or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to
accrue on such notes (or such portion thereof) called for redemption.
For purposes of the notes:
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Par Call Date means , 20 . |
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