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Senior Unsecured Debentures
----------------------------------------------------------------------------Term Series 1(1) Series 2(1)----------------------------------------------------------------------------Principal $125.0 million $125.0 million----------------------------------------------------------------------------Interest rate 7.625% 7.75%----------------------------------------------------------------------------Maturity November 23, 2017 November 14, 2019----------------------------------------------------------------------------Interest payable May 23 and November 23 each May 14 and November 14 in(in arrears) year each year----------------------------------------------------------------------------Debentures are November 23, 2013 November 14, 2015 redeemable at the Redemption price equal to Redemption price equal to option of Newalta 107.625% of the principal 107.75% of the principal prior to: amount(2,3) or amount(2,3) or In whole or in part, at a In whole or in part, at a redemption price which is redemption price which is equal to the greater of: equal to the greater of: (a) the Canada Yield Price (a) the Canada Yield Price (as defined in the trust (as defined in the trust indenture) and indenture) and (b) 101% of the aggregate (b) 101% of the aggregate principal amount of Senior principal amount of Senior Unsecured Debentures Unsecured Debentures redeemed(3) redeemed(3)----------------------------------------------------------------------------Debentures are November 23, 2013 November 14, 2015 redeemable at the In whole or in part, at In whole or in part, at option of Newalta redemption prices expressed redemption prices expressed after: as percentages of the as percentages of the principal(3) if redeemed principal(3) if redeemed during the twelve month during the twelve month period beginning on November period beginning on 23 of the years as follows: November 14 of the years as 2013 - 103.813%; follows: 2014 - 102.542%; 2015 - 103.875%; 2015 - 101.906%; 2016 - 101.938%; 2016 and thereafter - 100%. 2017 and thereafter - 100%.----------------------------------------------------------------------------
(1) If a change of control occurs, Newalta will be required to offer to purchase all or a portion of each debenture holder's Senior Unsecured Debentures, at a purchase price in cash equal to 101% of the principal amount of the Senior Unsecured Debentures offered for repurchase plus accrued interest to the date of purchase
(2) Up to 35% of the aggregate principal amount with the net cash proceeds of one or more public equity offerings
(3) Plus interest to the date of redemption
The Senior Unsecured Debentures are unsecured senior obligations and rank equally with all other existing and future unsecured senior debt and senior to any subordinated debt that may be issued by Newalta or any of its subsidiaries. The Senior Unsecured Debentures are effectively subordinated to all secured debt to the extent of collateral on such debt.
