ServiceMagic 2012 Annual Report Download - page 240

(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 such redemption; provided , further
, that each such redemption occurs within
90 days of the date of closing of each such Equity Offering.
7. Notice of Redemption . Notice of redemption shall be mailed at least 30 days but not more than 60 days
before the Redemption Date to each Holder to be redeemed at his registered address, except that redemption notices may be mailed
more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of the
Indenture. On and after the Redemption Date, unless the Company defaults in making the redemption payment, interest ceases to
accrue on Notes or portions thereof called for redemption.
8. Offers To Purchase . The Indenture provides that upon the occurrence of a Change of Control Triggering
Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in
accordance with the procedures set forth in the Indenture.
9. Denominations, Transfer, Exchange . The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar
may require a Holder, among other things, to
B-6
Year Percentage
2017 102.375%
2018 101.583%
2019 100.792%
2020 and thereafter 100.000%