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8-K
 filed this Form 8-K on 12/08/2017
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(iii) may have terms specified in the Additional Securities Board Resolution or Additional Securities Supplemental Indenture for such Additional Securities making appropriate adjustments to Article II and Exhibit A (and related definitions) applicable to such Additional Securities in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any other agreement applicable to such Additional Securities, which are not adverse in any material respect to the Holder of any Securities (other than such Additional Securities);

provided, that no adjustment pursuant to this Section 2.13 shall cause such Additional Securities to constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Original Securities for U.S. federal income tax purposes. The Original Securities and any Additional Securities would rank equally and ratably and would be treated as a single series of debt securities for all purposes under the Indenture.

ARTICLE III OPTIONAL REDEMPTION; MANDATORY REDEMPTION

Section 3.01. NOTICE TO TRUSTEE.

If the Company elects to redeem Securities pursuant to the optional redemption provisions of Section 3.02 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (1) the redemption date, (2) the principal amount of the 2023 Notes and/or the 2028 Notes, as applicable, to be redeemed and (3) the redemption price for each of the 2023 Notes and/or the 2028 Notes, as applicable (expressed as a percentage of the principal amount).

Section 3.02. OPTIONAL REDEMPTION.

(a) The 2023 Notes are redeemable at the Company’s election, in whole or in part, at any time and from time to time at a redemption price equal to the greater of:

(1) 100% of the principal amount of the 2023 Notes to be redeemed then outstanding; and

(2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the securities to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate for such securities, plus 15 basis points;

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the securities to be redeemed.

(b) The 2028 Notes are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the 2028 Notes prior to October 15, 2027 (three months prior to their maturity date), it will pay a redemption price equal to the greater of:

(1) 100% of the principal amount of the 2028 Notes to be redeemed then outstanding; and

(2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the securities to be redeemed that would be due if such notes matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate for such securities, plus 20 basis points;

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the securities to be redeemed.

 

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