Investment Grade Rating means a rating equal to or higher than Baa3 (or the
equivalent) by Moodys (as defined below) and BBB- (or the equivalent) by S&P (as defined below), respectively.
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors.
Person has the meaning set forth in the indenture and includes a person as used in Section 13(d)(3) of the
Exchange Act.
Rating Agencies means (i) each of Moodys and S&P, and (ii) if any of Moodys or
S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the
Exchange Act, selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moodys or S&P, or both of them, as the case may be.
S&P means S&P Global Ratings, a division of S&P Global Inc., and its successors.
Optional Redemption
Prior
to , 20 (the date that is months prior to the scheduled maturity date for the
20 Notes) (the 20 Notes Par Call Date), we may, at our option, redeem the 20 Notes, in whole at any time or in part from time to time, at a redemption price equal to
the greater of (1) 100% of the principal amount of the 20 Notes to be redeemed or (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued
to the date of redemption) that would have been payable if the 20 Notes matured on the 20 Notes Par Call 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 (as defined below) plus
basis points, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
On or after the 20 Notes Par Call Date, we may, at our option, redeem the 20 Notes, in whole at
any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the 20 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Prior to , 20 (the date
that is months prior to the scheduled maturity date for the 20 Notes) (the 20 Notes Par Call Date), we may, at our option, redeem the 20 Notes,
in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 20 Notes to be redeemed or (2) the sum of the present values of each remaining
scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) that would have been payable if the 20 Notes matured on the 20 Notes Par Call 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 (as defined below) plus
basis points, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
On or after the 20 Notes Par Call Date, we may, at our option, redeem the 20 Notes, in whole at
any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the 20 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Applicable Par Call Date means, in the case of the 20 Notes, the 20 Notes Par Call
Date and, in the case of the 20 Notes, the 20 Notes Par Call Date.
Comparable
Treasury Issue means the U.S. Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the series of notes to be redeemed (assuming 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 a comparable maturity to such
remaining term of such series of notes.
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