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ARTICLE III
REDEMPTION OF NOTES
Section 3.1 Applicability of Article. Notes that are redeemable before the Maturity Date shall
be redeemable in accordance with their terms and in accordance with this Article III.
Section 3.2 Election to Redeem. The election of the Issuer to redeem any Notes shall be
authorized by a shareholder's resolution of the Issuer and evidenced by an Officer's Certificate delivered
to the Trustee at least forty-five (45) days before the Redemption Date (unless a shorter period shall be
agreed to by the Trustee.) In the case of any redemption of Notes prior to the expiration of any restriction
on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or pursuant to an
election by the Issuer which is subject to a condition specified in the terms of such Notes or elsewhere in
this Indenture, the Issuer shall furnish the Trustee with an Officer's Certificate and an Opinion of Counsel
evidencing compliance with such restriction or condition.
Section 3.3 Optional Redemption. (a) At any time prior to February 2, 2015 the Issuer may
at its option redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal
amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but
not including) the redemption date (a "Make-Whole Redemption"). The Issuer will give not less than thirty
(30) days' or more than sixty (60) days' notice of any Make-Whole Redemption.
(b) At any time and from time to time prior to February 2, 2015, the Issuer may
redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one
or more sales of Common Stock of the Parent Guarantor or the Issuer in an Equity Offering at a
redemption price of 109.875% of the principal amount of the Notes, plus accrued and unpaid interest,
if any, to (but not including) the redemption date (an "Equity Claw-Back Redemption"); provided that
at least 65% of the aggregate principal amount of the Notes originally issued on the Original Issue
Date remains outstanding after each such redemption and any such redemption takes place within
sixty (60) days after the closing of the related Equity Offering.
(c) The Issuer will give not less than thirty (30) days' nor more than sixty (60)
days' notice of any Equity Claw-Back Redemption. The Trustee will select Notes for redemption pro
rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, all in accordance with the procedures of DTC. A Note of U.S.$2,000 in principal amount
or less shall not be redeemed in part. If any Note is to be redeemed in part only, the notice of
redemption relating to such Note will state the portion of the principal amount to be redeemed. A new
Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the
original Note. On and after the redemption date, interest will cease to accrue on Notes or portions
thereof called for redemption.
(d) At any time and from time to time on or after February 2, 2015, the Issuer
may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal
amount set forth below plus accrued and unpaid interest to the redemption date if redeemed during
the twelve-month period beginning on February 2 of the years indicated below:
Year Percentage
2015 104.938%
2016 102.469%
(e) A Note of U.S.$2,000 in principal amount or less shall not be redeemed in
part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will
state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the
unredeemed portion will be issued upon cancellation of the original Note. On and after the
redemption date, interest will cease to accrue on Notes or portions thereof called for redemption. In
addition, the Issuer must pay accrued and unpaid interest and Additional Amounts, if any, on the
Notes redeemed.
(f) The Parent Guarantor, the Subsidiary Guarantors, the Issuer and their
Subsidiaries may acquire Notes by means other than a redemption, whether by tender offer, open
market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws.
(g) Notice of redemption to each Holder of Notes shall be mailed and published
