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 basis points, in the case of the 20 notes,
basis points, in the case of the 20 notes,
basis points, in the case of the 20 notes,
basis points, in the case of the 20 notes,
basis points, in the case of the 20 notes,
basis points, in the case of the 20 notes
and basis points, in the case of the 20 notes, plus, in each case, accrued and unpaid interest on the principal amount of such
notes being redeemed to the date of redemption;
provided
that if we redeem the 20 notes, the 20 notes, the 20 notes, the 20 notes, the 20 notes or the
20 notes on or after the applicable Par Call Date, the redemption price for such 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 a series of 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 applicable series of notes to be redeemed (assuming, for this purpose, that such series of notes matured on the applicable 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 such 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., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated 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, with respect to the
20 notes, , 20 , the date that
is months prior to the maturity date of the 20 notes; with respect to the
20 notes, , 20 , the date that
is months prior to the maturity date of the 20 notes; with respect to the
20 notes, , 20 , the date that
is months prior to the maturity date of the 20 notes; with respect to the
20 notes, , 20 , the date that
is months prior to the maturity date of the 20 notes; with respect to the
20 notes, , 20 , the date that
is months prior to the maturity date of the 20 notes; and, with respect to the 20 notes,
, 20 , the date that is months
prior to the maturity date of the 20 notes.
Reference Treasury Dealer
means (a) each of
Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC or their respective successors;
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.
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