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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, in the case of the 2029 notes, and 20 basis points, in the case of the 2049 notes,
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plus, in either
case, any accrued interest on the notes to be redeemed to the redemption date. Notice of any redemption will be mailed at least 10 days but not more than 60 days before the date of redemption to each holder of the notes to be redeemed.
Each series may be redeemed at any time or from time to time on or after the applicable par call date, in each case, in whole or in part, at
our option, at a redemption price equal to 100% of the principal amount of the notes being redeemed.
For purposes of determining the
optional redemption price of the notes, the following definitions will apply:
Comparable treasury issue means the United
States Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of the notes to be redeemed (assuming, for this purpose, that such notes matured on the applicable 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 comparable maturity to the remaining term of the notes to be redeemed.
Comparable treasury price means, with respect to any redemption date, (i) the average of the reference treasury dealer
quotations for the redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (ii) if the quotation agent obtains fewer than three reference treasury dealer quotations, the average of all reference treasury
dealer quotations.
Par call date means, in the case of the 2029 notes, December 1, 2028, and in the case of the 2049
notes, September 1, 2048.
Quotation agent means the reference treasury dealer appointed by us.
Reference treasury dealer means each of Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Wells Fargo Securities, LLC or one of their respective affiliates or successors;
provided
,
however
, 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 will substitute 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 comparable treasury issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the quotation agent at 5:00 p.m., New York City time, on the third business day immediately preceding that redemption date.
Remaining scheduled payments means, with respect to the notes to be redeemed, the remaining scheduled payments of the principal of
and interest on those notes that would be due after the related redemption date but for the redemption assuming, for this purpose, that such notes matured on the applicable par call date;
provided
,
however
, that if the redemption date
is not an interest payment date with respect to the notes to be redeemed, the amount of the next succeeding scheduled interest payment on those notes will be reduced by the amount of interest accrued on those notes to the 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 comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the
applicable comparable treasury price for the redemption date.
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