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In addition, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on or after March 18,
2018 (or, if additional Notes are issued after September 18, 2017, beginning six months after the issue date of such additional Notes), and prior to October 1, 2020, upon at least 10 business days but not more than 60 calendar
days prior written notice to the holders of the Notes, at a make-whole redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values of the scheduled payments of principal and
interest on the Notes to be redeemed, that would have been payable from the redemption date to October 1, 2020, not including interest accrued to, but excluding, 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 15 basis points,
plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on
the principal amount of the Notes being redeemed to, but excluding, the applicable redemption date.
Notwithstanding the foregoing, any interest on Notes being redeemed that is due and payable on an Interest Payment Date falling on or prior to a redemption
date for such Notes will be payable on such Interest Payment Date to holders of such Notes being redeemed as of the close of business on the relevant record date according to the terms of the Notes and the Senior Indenture.
treasury rate
means, with respect to any redemption date, the rate per
annum equal to: (1) the yield, under the heading that represents the average for the week immediately prior to the calculation date, appearing in the most recently published statistical release appearing on the website of the Board of Governors
of the Federal Reserve System or in another recognized electronic source, in each case, as determined by the quotation agent in its sole discretion, and that establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity, for the maturity corresponding to the applicable comparable treasury issue;
provided
that, if no maturity is within three months before or after October 1, 2020, yields for the two published maturities most closely
corresponding to the applicable comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such release (or any
successor release) is not published during the week immediately prior to the calculation date or does not contain such yields, the semi-annual equivalent yield to maturity or interpolated maturity (on a
day-count
basis) of the comparable treasury issue, calculated using a price for the applicable comparable treasury issue (expressed as a percentage of its principal amount) equal to the related comparable
treasury price for such redemption date.
The treasury rate will be calculated by the
quotation agent on the third business day preceding the applicable redemption date of the Notes.
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