to the registered address of each holder of the notes to 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 series of notes to be redeemed that would be due from the redemption date to the applicable Par Call Date (except that, if such redemption date is not an
interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon 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 discount rate for the notes, plus accrued and unpaid interest to the date of
redemption. The discount rate for the 2024 Notes will be the Treasury Rate (as defined below) plus basis points. The discount rate for the 2029 Notes will be the Treasury Rate (as defined below) plus
basis points. The discount rate for the 2049 Notes will be the Treasury Rate (as defined below) plus basis points.
Each series of notes
will be redeemable at any time on or after the applicable Par Call Date, as a whole or in part, at our option, on at least 10 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the series of
notes to be redeemed, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the notes to be redeemed to, but excluding, the redemption date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the notes 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 the notes (assuming for this purpose, such notes mature on the applicable Par Call Date).
Comparable Treasury Price means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations for the redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference Treasury Dealer Quotations, the average of all Quotations obtained.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by us.
Par Call Date means , , 2024, in the case of the 2024
Notes ( months prior to maturity), , 2029, in the case of the 2029 Notes
( months prior to maturity), and , 2049, in the case of the 2049 Notes
( months prior to maturity).
Reference Treasury
Dealer means each of Barclays Capital Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and their respective successors, except that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in the United States (a Primary Treasury Dealer), we are required to designate as a substitute another nationally recognized investment banking firm that is a 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 provided to the trustee) by such Reference Treasury Dealer as
of 3:30 p.m., New York City time, on the third business day immediately preceding the applicable redemption date.
Treasury
Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding the redemption date) of the applicable Comparable Treasury
Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
If money sufficient to pay the redemption price of all of the applicable series of notes to be redeemed on the redemption date is deposited
with the trustee or paying agent on or before the redemption date and certain
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