Remaining Life) 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 Life of the Securities.
Comparable Treasury Price means, for any redemption date,
(1) the average of four Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Banker means one of the Reference Treasury Dealers appointed by the Company.
Reference Treasury Dealer means
any of the primary U.S. Government securities dealers in New York City.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, 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 Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
7. No Mandatory Redemption. The Company shall not be required to make mandatory redemption payments with respect to the
8. Repurchase at Option of Holder. Upon the occurrence of a Change of Control Triggering Event, and
subject to certain conditions set forth in the Indenture, the Company shall be required to offer to purchase all of the outstanding Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, thereon to the date of repurchase.
9. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Securities are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in
connection with Article 10 or Article 11 of the Base Indenture. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Securities held by a Holder are to be redeemed. Unless
the Company defaults in payment of the redemption price, on and after the redemption date interest shall cease to accrue on Securities or portions thereof called for redemption.
10. Denominations, Transfer, Exchange. The Securities are in registered form, without coupons, in denominations of $2,000
principal amount and integral multiples of $1,000 principal amount. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or similar governmental charge that may be
imposed in connection with certain transfers or exchanges. The Company shall not be required to register the transfer of or exchange any Security selected for redemption, except for the unredeemed portion of any Security being redeemed in part.
Also, the Company need not exchange or register the transfer of any Securities for a period of 15 days next preceding the first mailing of notice of redemption of Securities to be redeemed.
11. Persons Deemed Owners. The registered Holder of a Security shall be treated as the owner of such Security for all
12. Merger or Consolidation. The Company shall not consolidate with or merge with or into, or sell,
transfer, lease, convey or otherwise dispose of all or substantially all of its property or assets to, another Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless it
complies with Article 8 of the Base Indenture.