sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the notes matured on the Par Call Date (exclusive of
interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 20
basis points, plus accrued and unpaid interest on the principal amount of such notes being redeemed to the date of redemption; provided that if we redeem the notes on or after the Par Call Date, the redemption price for the notes will be
equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the principal amount of such notes being redeemed to the date of redemption.
For purposes of the foregoing, the following definitions are applicable:
Treasury Rate means, with respect to the notes, on any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the related Comparable Treasury Issue, calculated using a price for that Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.
Business Day means any
calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which banking institutions and trust companies are open for business in New York, New York.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the notes to be redeemed (assuming, for this purpose, that the notes matured on the 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 comparable maturity to the remaining term of the notes.
Comparable
Treasury Price means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date.
Independent Investment Banker means, each of Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and Morgan Stanley & Co. LLC or their respective successors as appointed by us, or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by us.
Par Call Date means August 5, 2049, the date that is six months prior to the maturity date of the
notes.
Reference Treasury Dealer means (a) each of Barclays Capital Inc., Citigroup Global Markets Inc.,
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and their respective successors and affiliates; provided, however, that if any of the foregoing is not at the time a primary U.S. Government securities dealer in New York City
(a Primary Treasury Dealer), we shall substitute therefor another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with us.
Reference Treasury Dealer Quotations 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 related 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.
Notice of the redemption will be transmitted to holders of the notes to be redeemed at least 30 and not more than 60 days prior to the date
fixed for redemption. If we elect to redeem fewer than all of the notes, in the case where the notes are issued in definitive form, not more than 60 days prior to the redemption date, the particular
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