on any redemption date equal to 100% of the principal amount of the 20 notes being redeemed, plus accrued and unpaid interest on the 20 notes being
redeemed to, but excluding, the redemption date.
We may redeem the 20 notes at our option, either in whole at
any time or in part from time to time prior to , 20 (six months prior to the maturity date of the 20
notes, the Six Month Par Call Date), at a redemption price for the 20 notes being redeemed on any redemption date equal to the greater of the following amounts:
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100% of the principal amount of the 20 notes being redeemed on the redemption date; or
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the sum of the present values of the remaining scheduled payments of principal and interest that would have been
payable if the 20 notes being redeemed on that redemption date matured on the Six Month Par Call Date (excluding 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 a discount rate equal to the Treasury Rate (as defined below), plus basis points;
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plus, in each case, accrued and unpaid interest on the 20 notes being redeemed to, but excluding, the
redemption date.
In addition, we may redeem the 20 notes at our option, either in whole at any time or in part
from time to time on and after the Six Month Par Call Date at a redemption price for the 20 notes being redeemed on any redemption date equal to 100% of the principal amount of the 20 notes being
redeemed, plus accrued and unpaid interest on the 20 notes being redeemed to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are due and payable on an interest payment date falling on or prior
to a redemption date will be payable on the related interest payment date to the registered holders as of the close of business on the relevant record date according to the notes and the indenture.
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term (as measured from the date of redemption) of the notes to be redeemed 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 (assuming, for this purpose, that the 20 notes mature on the One Month Par Call Date and the 20 notes mature on the Six Month Par
Call Date).
Comparable Treasury Price means, with respect to any redemption date, (1) the average of four Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations, or (3) if only one Reference Treasury Dealer Quotation is received, such quotation.
Quotation
Agent means any Reference Treasury Dealer appointed by us.
Reference Treasury Dealer means (1) each of Barclays
Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective successors;
provided, however
, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a Primary Treasury Dealer), we will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by us.
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
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