Tax Consequences to U.S. Holders
This section applies only to U.S. holders. You are a “U.S. holder” if you are a beneficial owner of a note that is, for U.S. federal income tax purposes:
●a citizen or individual resident of the United States;
●a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
●an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Payments of Interest. Stated interest paid on a note will be taxable to you as ordinary interest income at the time it accrues or is received in accordance with your method of accounting for U.S. federal income tax purposes.
Taxable Disposition of a Note. Upon a “taxable disposition” (including a sale, exchange or retirement) of a note, you will recognize capital gain or loss equal to the difference between the amount received (other than amounts received in respect of accrued interest, which will be treated as described under “—Payments of Interest”) and your adjusted tax basis in the note. Your adjusted tax basis in a note generally will be equal to your original purchase price for the note. Your gain or loss generally will be long-term capital gain or loss if at the time of the taxable disposition you held the notes for more than one year, and short-term capital gain or loss otherwise. Long-term capital gains recognized by non-corporate U.S. holders are generally subject to taxation at reduced rates. Any capital loss you recognize may be subject to limitations.
Tax Consequences to Non-U.S. Holders
This section applies only to non-U.S. holders. You are a “non-U.S. holder” if you are a beneficial owner of a note that is, for U.S. federal income tax purposes:
●an individual who is classified as a nonresident alien;
●a foreign corporation; or
●a foreign estate or trust.
You are not a non-U.S. holder for purposes of this discussion if you are (i) an individual who is present in the United States for 183 days or more in the taxable year of disposition; (ii) a former citizen or resident of the United States; or (iii) a person for whom income or gain in respect of the notes is effectively connected with the conduct of a trade or business in the United States. If you are or may become such a person during the period in which you hold a note, you should consult your tax advisor regarding the U.S. federal tax consequences of an investment in the notes.
Treatment of Income and Gain on the Notes.
You should not be subject to U.S. federal income or withholding tax in respect of the notes, provided that interest on the notes qualifies as “portfolio interest” and is not subject to withholding under the “FATCA” regime described below. Interest on the notes should generally qualify as portfolio interest, exempt from withholding (which for an individual non-U.S. holder is pursuant to Section 871(h) of the Code), provided that:
●you do not own, directly or by attribution, ten percent or more of the total combined voting power of all classes of our stock entitled to vote;
●you are not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;
●you are not a bank receiving interest under Section 881(c)(3)(A) of the Code; and
●you provide to the applicable withholding agent an appropriate Internal Revenue Service (“IRS”) Form W-8 on which you certify under penalties of perjury that you are not a U.S. person.
U.S. Federal Estate Tax
A note held by an individual non-U.S. holder who at death is not a citizen or a resident of the United States for U.S. federal estate tax purposes generally will not be includible in the individual’s gross estate, and will be deemed “property without the United States” under Section 2105 of the Code, for U.S. federal estate tax purposes if, at the