on the relevant interest payment date, redemption date, or maturity
date, and, unless we default on the payment, no interest will
accrue for the period from and after the interest payment date,
redemption date, or maturity date on the applicable series of
notes. “Business day” means a day other than a Saturday, a Sunday,
or a day on which banking institutions in Dallas, Texas, are
authorized or obligated to close.
Initially, the notes will be issued in global form as indicated
under “—Book-Entry, Delivery, and Form” below. We may make payments
on any notes that are later issued in certificated form at the
corporate trust office of the trustee, which is currently located
at 600 South 4th Street, 6th Floor, Minneapolis, MN 55415.
We will have the right to redeem the notes, in whole or in part, at
any time at the redemption price set forth below. If either series
of the notes are redeemed at any time prior to the applicable Par
Call Date (as defined below), such 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 on such notes that would have been made if the notes
matured on the applicable Par Call Date (exclusive of interest
accrued to the redemption date) discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the
applicable Treasury Rate plus 50 basis points, plus, in each case,
accrued and unpaid interest on the principal amount being redeemed
to such redemption date. If either series of the notes are redeemed
on or after the applicable Par Call Date, such notes will be
redeemed at a redemption price equal to 100% of the principal
amount of such notes to be redeemed, plus accrued and unpaid
interest thereon to the redemption date. In each case, the
redemption is subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment
date that is on or before the date of redemption.
For purposes of determining the redemption price, the following
definitions are applicable:
“2025 Notes Par Call Date” means April 4, 2025.
“2027 Notes Par Call Date” means April 15, 2027.
“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
series of the notes to be redeemed, calculated as if the maturity
date of such notes were the applicable Par Call Date (the
“Remaining Life”), 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
“Comparable Treasury Price” means, with respect to any redemption
date, the average of the Reference Treasury Dealer Quotations for
such redemption date.
“Par Call Date” means each of the 2025 Notes Par Call Date and the
2027 Notes Par Call Date.
“Quotation Agent” means one of the Reference Treasury Dealers
appointed by us.
“Reference Treasury Dealer” means BNP Paribas Securities Corp.,
BofA Securities, Inc., Citigroup Global Markets, Inc., J.P. Morgan
Securities LLC, and Morgan Stanley & Co. LLC, and their
respective successors; 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.
“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 applicable
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to us and the trustee by
such Reference Treasury Dealer at 3:30 p.m., New York City time, on
the third business day preceding such redemption date.