The term fundamental change is limited to specified transactions and may not include other
events that might adversely affect our financial condition. In addition, the requirement that we offer to purchase the notes upon a fundamental change may not protect holders in the event of a highly leveraged transaction, reorganization, merger or
similar transaction involving us.
The definition of fundamental change includes a phrase relating to the conveyance, transfer, sale,
lease or disposition of all or substantially all of our consolidated assets. There is no precise, established definition of the phrase substantially all under applicable law. Accordingly, the ability of a holder of the notes
to require us to purchase its notes as a result of the conveyance, transfer, sale, lease or other disposition of less than all of our assets may be uncertain.
We will not be required to make an offer to purchase the notes upon a fundamental change if a third party makes such an offer to purchase in
the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to an offer to purchase made by us and such third party purchases all notes properly tendered and not validly withdrawn under such
offer.
If a fundamental change were to occur, we may not have enough funds to pay the fundamental change purchase price. Our ability to
repurchase the notes for cash may be limited by restrictions on our ability to obtain funds for such repurchase through dividends from our subsidiaries, the terms of our then existing borrowing arrangements or otherwise. See Risk
FactorsRisks Related to the Notes and to this OfferingWe may not have the ability to raise funds necessary to settle conversions of the notes or to purchase the notes upon a fundamental change. If we fail to purchase the notes when
required following a fundamental change, we will be in default under the indenture.
Optional Redemption
Preservation of REIT Status
We may
not redeem the notes except to the extent our board of directors determines such redemption is reasonably necessary to preserve our qualification as a REIT. If we determine that redeeming the notes is necessary to preserve our qualification as a
REIT, then to the extent necessary we may at any time prior to maturity redeem all or part (in a principal amount that is an integral multiple of $1,000) of the notes at a cash redemption price equal to the principal amount of the notes to be
redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
General terms applicable to optional redemption
In the case of any optional redemption, we will pay a cash redemption price equal to the principal amount of the notes to be
redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. However, if the redemption date for a note is after a special interest record date and on or prior to the corresponding special interest payment
date, then (i) we will pay, on or before such special interest payment date, the full amount of accrued and unpaid special interest, if any, payable on such note on such special interest payment date to the holder of record of such note at the
close of business on such special interest record date; and (ii) the redemption price will not include such accrued and unpaid special interest, if any.
In the case of any optional redemption, we will provide not less than 15 nor more than 30 calendar days notice before the redemption
date to each holder of the notes. The redemption date must be a business day.
If you elect to convert your notes following a notice of
redemption, but prior to the redemption date, you will not receive any separate cash payment for accrued and unpaid special interest, if any, except as described in this paragraph. If notes are converted after 5:00 p.m., New York City time, on
a special interest record date for the payment of special interest, holders of such notes at 5:00 p.m., New York City time, on such special interest
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