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plus (i) basis points, in the case of the 20 fixed rate notes and
(ii) basis points, in the case of the 20 fixed rate notes;
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plus, in each case, accrued and unpaid interest thereon to, but not including the date of redemption.
On or after
, 20 , we may redeem the 20 fixed rate notes, and on or after
20 , we may redeem the 20 fixed rate notes, in each case in whole, at any time,
or in part, from time to time, at our option, for cash, at a redemption price equal to 100% of the principal amount of such notes, plus accrued and unpaid interest to, but not including, the redemption date.
The principal amount of any fixed rate note remaining
outstanding after a redemption in part shall be $2,000 or a higher integral multiple of $1,000. Notwithstanding the foregoing, installments of interest on fixed rate notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
Comparable Treasury Issue
means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the notes of the applicable series 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 series of notes.
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 of such Reference Treasury Dealer Quotations, or (2) if we are provided fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Quotation Agent
means the Reference Treasury Dealer appointed by us.
Reference Treasury Dealer
means
(1) Citigroup Global Markets Inc. and BNP Paribas Securities Corp. and their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a Primary Treasury Dealer);
provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers 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 the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such 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, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price on such redemption date.
Floating Rate Notes
On or after
, 2019, we may redeem the floating rate notes in whole, at any time, or in part, from time to time, at our option, for cash, at a redemption price equal
to 100% of the principal amount of such notes, plus accrued and unpaid interest to, but not including, the redemption date.
Notice of any redemption will be mailed (or, in the case of notes held in book-entry form, be transmitted electronically) at least 15 days
but not more than 45 days before the redemption date to each registered holder of the notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or
portions thereof called for redemption. If less than all of the notes of a series are to be redeemed, the notes of such series to be redeemed will be selected by the trustee by lot
or another method the trustee deems to be fair and appropriate, in each case in accordance with the procedures of DTC to the extent applicable.
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