Reference Treasury Dealer means each of (1) Barclays Capital Inc.,
Citigroup Global Markets Inc., a Primary Treasury Dealer (as defined herein) selected by SunTrust Robinson Humphrey, Inc., Mizuho Securities USA LLC, and a Primary Treasury Dealer selected by SMBC Nikko Securities America, Inc., and any other
primary U.S. Government securities dealer in the United States of America (a Primary Treasury Dealer) designated by, and not affiliated with, any of the foregoing or their successors, provided, however, that if any of the foregoing, or
any of their designees, ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary Treasury Dealer selected by us.
Reference Treasury Dealer Quotations means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference
Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the date fixed for redemption.
We will provide notice
of any redemption at least 30 days but not more than 60 days before the redemption date to the registered holders of the notes to be redeemed. We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed
for redemption, of money sufficient to pay the redemption price. If the paying agent has not received the money by the date fixed for redemption, we will not be required to redeem the debt securities. See Description of the Debt
SecuritiesRedemption in the accompanying base prospectus.
Unless we default in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
No Sinking Fund
There will be no provisions for any sinking funds for the notes.
Other
We may, from time to time, without
notice to or the consent of the holders of the notes, increase the principal amount of the notes under the indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued shall have the same
form and terms (other than the date of issuance, public offering price, and, under certain circumstances, the date from which interest thereon shall begin to accrue and the first interest payment date), and shall carry the same right to receive
accrued and unpaid interest as the notes previously issued, and such additional notes shall form a single series with the notes offered by this prospectus supplement, provided that such additional notes shall be fungible with the notes offered by
this prospectus supplement for United States federal income tax purposes.
Book-Entry, Delivery, and Form
The notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons. Upon
issuance, the notes will be deposited with The Bank of New York Mellon Trust Company, N.A., as trustee, as custodian for The Depository Trust Company in New York, New York (which we refer to as DTC), and registered in the name of DTC or
its nominee.
Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which we refer to
as participants, or persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its
nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).
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