consolidated and form a single series with the notes, as applicable, and will be treated as a single class for all purposes under the indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase.
Optional redemption
The notes will be redeemable, at our option, in whole or in part at any time prior to August 1, 2048 (the Par Call Date).
The redemption price will be equal to the greater of:
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100% of the principal amount of the notes to be redeemed; and
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the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be
redeemed that would be due if the notes matured on the Par Call Date, but for the redemption (exclusive of interest accrued to 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 30 basis points;
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plus, in either case, accrued and unpaid interest, if any, to the date of redemption. The actual redemption price, calculated as provided in this description,
will be calculated and certified to the trustee and us by the Independent Investment Banker (as defined below).
On or after the Par Call
Date, the notes will be redeemable, at our option, in whole or in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to the date of redemption.
Notes called for redemption become due on the date fixed for redemption. Notices of redemption will be mailed at least 30 but not more than 60
days before the redemption date to each holder of the notes to be redeemed at its registered address. The notice of redemption for the notes will state, among other things, the amount of notes to be redeemed, if less than all of the outstanding
notes are to be redeemed, the redemption date, the redemption price (or the method of calculating it) and each place that payment will be made upon presentation and surrender of notes to be redeemed. Unless we default in payment of the redemption
price, interest will cease to accrue on any notes that have been called for redemption on the redemption date. If less than all the notes are redeemed at any time, the trustee will select the notes (or any portion of notes in integral multiples of
$1,000) to be redeemed on a pro rata basis or by any other method the trustee deems fair and appropriate, but beneficial interests in notes in global form will be selected for redemption in accordance with DTCs customary practices.
For purposes of determining the optional redemption price, the following definitions are applicable:
Comparable Treasury Issue
means the U.S. Treasury security or securities selected by the Independent Investment Banker 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 matured 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 a comparable maturity to the remaining term of the notes to be redeemed.
Comparable Treasury Price
means, for any redemption date, (1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest of all of the Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of
all such quotations.
Independent Investment Banker
means J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC
Capital Markets, LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., as
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