redemption; provided, that if we redeem the Exchange Notes on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the Exchange Notes to be
redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
For purposes of the
foregoing, the following definitions are applicable:
Treasury Rate means, with respect to the Exchange Notes, on any
redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the 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 Exchange Notes to be redeemed (assuming, for this purpose, that the Exchange 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 Exchange 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 Credit Suisse Securities (USA) LLC,
Barclays Capital Inc. or 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 September 20, 2059.
Reference Treasury Dealer means (i) each of Credit Suisse Securities (USA) LLC, Barclays Capital Inc. 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
will substitute therefor another Primary Treasury Dealer and (ii) 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 Exchange 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 Exchange Notes are to be redeemed, the Trustee will select, not more than 60 days prior to the redemption date, the particular Exchange Notes or portions thereof for
redemption from the outstanding Exchange Notes not previously called by such method as the Trustee deems fair and appropriate; provided that, in the case of Exchange Notes held as a global Exchange Note such Exchange Notes to be redeemed shall be
selected in accordance with the applicable policies and procedures of DTC.
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