Optional Redemption
Prior to , 20 (the date that is
month[s] prior to the scheduled maturity date for the notes due 20 ), we may, at our option, redeem the notes due 20 , in whole at
any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof). The redemption price will be equal to the greater of (i) 100% of the principal amount of the notes due 20 to be
redeemed and (ii) the sum of the present values of each remaining scheduled payment of principal and interest that would be due if such notes matured on ,
20 (exclusive of interest accrued to the date of redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate (as defined below) plus basis points plus, in either case, accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.
On or after ,
20 (the date that is month[s] prior to the scheduled maturity date for the notes due 20 ), we may, at our option, redeem the
notes due 20 , in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof) at a redemption price equal to 100% of the principal amount of the notes due
20 to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Prior to , 20 (the date that is
month[s] prior to the scheduled maturity date for the notes due 20 ), we may, at our option, redeem the notes due 20 , in whole at
any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof). The redemption price will be equal to the greater of (i) 100% of the principal amount of the notes due 20 to be
redeemed and (ii) the sum of the present values of each remaining scheduled payment of principal and interest that would be due if such notes matured on ,
20 (exclusive of interest accrued to the date of redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate (as defined below) plus basis points plus, in either case, accrued and unpaid interest, if any, thereon
to, but excluding, the redemption date.
On or after ,
20 (the date that is month[s] prior to the scheduled maturity date for the notes due 20 ), we may, at our option, redeem the
notes due 20 , in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof) at a redemption price equal to 100% of the principal amount of the notes due
20 to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption 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 notes due 20 or the notes due 20 to be redeemed, as applicable (assuming for this purpose that the notes due
20 matured on , 20 and the notes due 20 matured on
, 20 ) 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 the remaining term of such notes.
Comparable Treasury Price means, with respect to any
redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Independent Investment Banker means
one of the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means each of Citigroup Global Markets Inc.,
Goldman Sachs & Co. LLC and Mizuho Securities USA LLC or their affiliates, which are primary United States government securities dealers and one other leading primary U.S. government securities dealer in New York City reasonably designated
by us; 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.
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