select from among these two or more United States Treasury
securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices
for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the
terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the
average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such
United States Treasury security, and rounded to three decimal
places.
Our actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest
error.
To exercise our option to redeem the notes, we will give you a
notice in writing (including by facsimile transmission or
electronic mail) of redemption at least 30 days but not more than
60 days prior to the date fixed for redemption. If we elect to
redeem fewer than all the notes in the relevant series, The Bank of
New York Mellon Trust Company, N.A., as trustee, will select the
particular notes, as applicable, to be redeemed by lot; provided,
however, that as long as the notes are held with a depositary, any
such selection shall be in accordance with such depositary’s
applicable procedures. No notes of a principal amount of $1,000 or
less will be redeemed in part.
Unless we default in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the notes
being redeemed. Any notice of redemption, at our option, may state
that the redemption will be conditional upon receipt by the paying
agent, on or prior to the date fixed for the redemption, of money
sufficient to pay the principal, premium, if any, and interest, if
any, on the notes and that if the money has not been so received,
the notice will be of no force and effect and we will not be
required to redeem the notes. See “Description of the Debt
Securities—Redemption” in the accompanying base prospectus.
Notwithstanding the foregoing, installments of interest on notes
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.
No Sinking Fund
There will be no provisions for any sinking funds for the
notes.
Other
We may, from time to time, without notice to or the consent of the
holders of the notes, increase the principal amount of the notes
under the indenture and issue such increased principal amount (or
any portion thereof), in which case any additional notes so issued
shall have the same form and terms (other than the date of
issuance, public offering price, and, under certain circumstances,
the date from which interest thereon shall begin to accrue and the
first interest payment date), and shall carry the same right to
receive accrued and unpaid interest as the notes previously issued,
and such additional notes shall form a single series with the notes
offered by this prospectus supplement, provided that such
additional notes shall be fungible with the notes offered by this
prospectus supplement for United States federal income tax
purposes.
Book-Entry, Delivery, and Form
The notes will be represented by one or more permanent global notes
in definitive, fully registered form without interest coupons. Upon
issuance, the notes will be deposited with The Bank of New York
Mellon Trust Company, N.A., as trustee, as custodian for The
Depository Trust Company in New York, New York (which we refer to
as “DTC”), and registered in the name of DTC or its nominee.
Ownership of beneficial interests in a global note will be limited
to persons who have accounts with DTC, which we refer to as
“participants,” or persons who hold interests through participants.
Ownership of beneficial interests in a global note will be shown
on, and the transfer of that ownership will be effected only
through,
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