conditions, except for any differences in the issue date, issue price, interest accrued prior to the issue date of the additional notes and, in some cases, the first interest payment date. The
additional notes will be fungible for U.S. federal income tax purposes with the notes, unless such additional notes are issued with a separate CUSIP number from the notes offered hereby. Under the indenture, notes and any additional notes we may
issue will be treated as a single series for all purposes under the indenture, including for purposes of determining whether the required percentage of the holders of record has given approval or consent to an amendment or waiver or joined in
directing the trustee to take certain actions on behalf of all holders.
We also may, without the consent of the holders, issue other
series of debt securities under the indenture in the future on terms and conditions different from the series of notes offered hereby.
Optional
Redemption
The notes will be redeemable, in whole or in part, at our option and from time to time. If the notes are redeemed before
the Par Call Date (as defined below), the notes will be redeemed at a redemption price equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed; and
(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be
due if the notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption 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, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of
interest on notes to be redeemed 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 according to the notes and the indenture.
If the notes are redeemed on or after the Par Call Date, the notes may be redeemed at a
redemption price equal to 100% of the principal amount of the notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the notes to be redeemed (assuming, for this purpose, that the notes mature on the 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 comparable maturity to the remaining term of such notes (assuming, for this purpose, that the notes mature on the Par Call Date).
Comparable Treasury Price means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations obtained for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, (2) if we obtain 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.
Par Call Date means the date
that is months prior to the maturity date of the notes.
Quotation Agent means the Reference Treasury Dealer appointed by us.
Reference Treasury Dealer means each of (1) Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (or their
respective affiliates that are Primary Treasury Dealers) and their respective successors; provided,
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