due 2025 being redeemed plus accrued and unpaid interest on the principal amount of the Notes due 2025 being redeemed to, but excluding, such redemption date.
At any time before November 15, 2030 (which is the date that is three months prior to maturity of the Notes due 2031 (the 2031 Par
Call Date)), we will have the right to redeem the Notes due 2031, in whole or in part and from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes due 2031 being redeemed and
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes due 2031 being redeemed that would be due if the Notes due 2031 matured on the 2031 Par Call Date (exclusive of interest accrued to the
redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20
basis points, plus, in either case, accrued and unpaid interest on the principal amount of the Notes due 2031 being redeemed to, but excluding, such redemption date.
At any time on or after the 2031 Par Call Date, we will have the right to redeem the Notes due 2031, in whole or in part and from time to
time, at a redemption price equal to 100% of the principal amount of the Notes due 2031 being redeemed plus accrued and unpaid interest on the principal amount of the Notes due 2031 being redeemed to, but excluding, such redemption date.
For purposes of the optional redemption provisions, the following terms have the following meanings:
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the applicable series of Notes to be redeemed (assuming, for this purpose, that the Notes due 2025 matured on the 2025 Par Call Date and the Notes due 2031 matured on the 2031 Par Call Date),
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 a comparable maturity to the remaining term of the applicable series of Notes.
Comparable Treasury Price means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations for such redemption date, the
average of all such Reference Treasury Dealer Quotations as determined by us.
Quotation Agent means one of the
Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means each of Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, or their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a
Primary Treasury Dealer); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer for them.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent 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, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day-count basis) of the applicable Comparable
Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
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