Comparable Treasury Price
means, with respect to any redemption date, as
determined by us, (A) the average of the five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (B) if we obtain fewer than five Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.
Reference Treasury
Dealer
means with respect to the 2028 Notes and the 2049 Notes, (i) each of Barclays Capital Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC and their respective successors, unless any of them ceases to be a
primary United States Government securities dealer in New York City (a Primary Treasury Dealer), in which case we will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer and
(ii) two other nationally recognized investment banking firms that are Primary Treasury Dealers as selected by us.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer as of 5:00 p.m., New York City
time, on the third Business Day preceding that redemption date.
Treasury Rate
means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated as of the third Business Day preceding the redemption date, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
We will give notice of any
redemption, mailed not less than 30 days nor more than 60 days before the applicable redemption date, to each holder of the 2028 Notes or the 2049 Notes to be redeemed at such holders email address or physical address appearing in the security
register of such Notes. If we redeem less than all of the series of the 2028 Notes or the 2049 Notes, the Trustee will select the particular Notes of such series to be redeemed by lot, on a pro rata basis or by another method the Trustee deems fair
and appropriate.
Unless we default in the payment of the redemption price, on and after the applicable redemption date, interest will
cease to accrue on the 2028 Notes or the 2049 Notes or portions of such Notes called for redemption.
Certain Covenants
Definitions
. The following definitions shall be applicable to the covenants specified below:
Attributable Debt
means, at the time of determination as to any lease, the present value (discounted at the actual rate, if
stated, or, if no rate is stated, the implicit rate of interest of such lease transaction as determined by our chairman, president or any vice chairman, our chief financial officer, any vice president, our treasurer or any assistant treasurer),
calculated using the interval of scheduled rental payments under such lease, of the obligation of the lessee for net rental payments during the remaining term of such lease (excluding any subsequent renewal or other extension options held by the
lessee). The term net rental payments means, with respect to any lease for any period, the sum of the rental and other payments required to be paid in such period by the lessee thereunder, but not including, however, any amounts required
to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges required to be paid by such lessee thereunder or
any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, earnings or profits or of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges; provided, however, that, in
the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the total discounted net rental payments required to be paid from the later of the first date upon which such lease may be so
terminated and the date of the determination of net rental payments, net rental payments shall include the then current amount of such penalty from the later of such two dates, and shall exclude the rental payments relating to the
remaining period of the lease commencing with the later of such two dates.
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