Comparable Treasury Issue means, with respect to a series of notes, the United
States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of such series of notes (assuming for this purpose that such series of notes matured (i) in the case of the 2030 notes, on
January 24, 2030 (three months prior to the maturity date of the 2030 notes) and (ii) in the case of the 2050 notes, on October 24, 2049 (six months prior to the maturity date of the 2050 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 such series of notes (assuming for this purpose that such
series of notes matured on the date set forth in the prior parenthetical in this definition).
Comparable Treasury Price
means, with respect to a series of notes and any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such series of notes and such redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if we obtain fewer than three such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
New York Business Day means any day which is not a Saturday, Sunday, or a day on which commercial banking institutions are
authorized or obligated by law, regulation or executive order to be closed in New York City.
Quotation Agent means the
Reference Treasury Dealer appointed by us.
Reference Treasury Dealer means (1) Barclays Capital Inc., BofA Securities,
Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the State of New York or the
State of Connecticut (a Primary Treasury Dealer), we shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by us.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date for a series of
notes, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue for such notes (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at
5:00 p.m. on the third New York Business Day preceding such redemption date.
Offer to Purchase Upon a Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event with respect to the notes of a series, unless we have exercised our right to redeem
all of the notes of such series as described under Optional Redemption, each holder of notes of such series will have the right to require us to purchase all or a portion of such holders notes of such series pursuant to the
offer described below (the Change of Control Offer), at a purchase price in cash (the Change of Control Payment) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase,
provided that any payment of interest becoming due on or prior to the Change of Control Payment Date shall be payable to the holders of the notes of such series registered as such on the relevant record date.
Within 30 days following the date upon which the Change of Control Triggering Event occurs with respect to the notes of a series, or at
our option, prior to any Change of Control but after the public announcement of the pending Change of Control, we will be required to send, by first class mail, a notice to each holder of notes of such series, with a copy to the trustee, which
notice will govern the terms of the Change of Control Offer and describe the Change of Control Triggering Event. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from
the date such notice is mailed, other than as may be required by law (the Change of Control Payment Date). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is
conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
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