redemption price equal to the greater of (1) 100% of the principal amount of the Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes being redeemed that would be due if the Notes matured on the 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 Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the
Notes being redeemed to, but excluding, such redemption date.
At any time on or after the Par Call Date, we will have the right to redeem
the Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding,
such redemption date.
For purposes of the optional redemption provisions, the following terms have the following meanings:
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 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.
Comparable Treasury Price
means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations for such redemption date, the
average of all such Reference Treasury Dealer Quotations as determined by us.
Quotation Agent
means one of the
Reference Treasury Dealers appointed by us.
Reference Treasury Dealer
means each of Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and a Primary Treasury Dealer (as defined below) selected by MUFG Securities Americas Inc., or their respective affiliates or successors, each of which is a primary U.S. Government
securities dealer in the United States (a Primary Treasury Dealer); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, we will substitute another Primary
Treasury Dealer for them.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by
such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
Treasury Rate
means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
Selection and Notice of Redemption
If we are redeeming less than all the Notes at any time, the Notes to be redeemed will be selected in accordance with applicable policies and
procedures of DTC.
We will cause notices of redemption to be mailed by first-class mail (or otherwise deliver) at least 10 but not more
than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.
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