ServiceMagic 2012 Annual Report Download - page 225

from time to time under the Indenture subsequent to December 21, 2012 (the “ Additional Notes ”) and (iii) if and when issued, the
Company’s 4.75% Senior Notes due 2022 that may be issued from time to time under the Indenture in exchange for Initial Notes or
Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “
Exchange Notes ”). The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single
class for all purposes of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and
certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.
5. Mandatory Redemption
. Except as set forth in paragraph 8 below, the Company shall not be required to make
mandatory redemption payments with respect to the Notes.
6. Optional Redemption . Except as set forth below, the Issuer will not be entitled to redeem the Notes at its
option.
(i) At any time prior to December 15, 2017, the Issuer may redeem all or a part of the Notes, upon notice as described
in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “
Redemption Date ”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant
interest payment date.
(ii) On and after December 15, 2017, the Issuer may redeem the Notes, in whole or in part, upon notice as described in
Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed)
set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject
to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, if
redeemed during the twelve-month period beginning on December 15, of each of the years indicated below:
In addition, until December 15, 2015, the Issuer may, at its option, on one or more occasions redeem up to 40% of
the aggregate principal amount of Notes at a redemption price equal to 104.75% of the aggregate principal amount thereof, plus
accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of
Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net
cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of (x)
Notes originally issued under the Indenture and (y) any Additional Notes issued under the Indenture after the Issue Date remains
outstanding immediately after the occurrence of each
A-7
Year Percentage
2017 102.375%
2018 101.583%
2019 100.792%
2020 and thereafter 100.000%