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redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus basis points for the 20 notes
and basis points for the 20 notes, plus accrued and unpaid
interest to, but excluding, the date of redemption.
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Notwithstanding the immediately preceding paragraph, we may redeem all or a portion
of the 20 notes at our option at any time on or
after , 20 (
months prior to their maturity) and all or a portion of the 20 notes at our option at any time on or
after ,
20 ( months prior to their maturity), in each case at a
redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If money sufficient to pay the redemption price of all of the notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee
or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such notes (or such portion thereof) called for redemption.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable
to the remaining term (Remaining Life) of the notes to be redeemed (assuming that the 20 notes matured
on , 20 or that the
20 notes matured on ,
20 ) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the notes of such series.
Comparable Treasury Price means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations or, if only one such Quotation is obtained, such Quotation.
Independent Investment Banker means an independent investment banking institution of national standing appointed by us, which may be one of the
Reference Treasury Dealers.
Reference Treasury Dealer means (1) BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC, and their respective successors, and (2) any other primary U.S. government securities dealer in New York City that we select (each, a Reference Treasury Dealer).
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any redemption date, 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 such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
Treasury Rate means, with respect to any
redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15 or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for
the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), (2) if the period from the redemption date to the maturity date of the notes to be redeemed is less
than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, or (3) if such release (or any successor release) is not
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