Optional Redemption
At any time and from time to time, the Exchange Notes will be redeemable, in whole or in part, at our option, at a redemption price equal to
the greater of (i) 100% of the principal amount of the Exchange Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Exchange Notes to be redeemed that would be
due if such series of notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the then-current Treasury Rate, plus 20 basis points, in the case of the Exchange 2036 Notes, and 25 basis points, in the case of the Exchange 2071 Notes, plus, in either
case, accrued and unpaid interest on the principal amount being redeemed to the date of redemption; provided, that if we redeem the Exchange Notes on or after the Par Call Date, the redemption price will be equal to 100% of the principal
amount of the Exchange Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
For purposes of the foregoing, the following definitions are applicable:
Treasury Rate means, with respect to the Exchange Notes, on any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using 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. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.
Business Day
means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which banking institutions and trust companies are open for business in New York, New York.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Exchange Notes to be redeemed (assuming, for this purpose, that the Exchange 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 comparable maturity to the remaining term of the Exchange Notes.
Comparable Treasury Price means, with respect to any redemption date, the average of the Reference Treasury Dealer
Quotations for such redemption date.
Independent Investment Banker means, each of Morgan Stanley & Co. LLC,
Barclays Capital Inc. and Wells Fargo Securities, LLC or their respective successors as appointed by us, or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national
standing appointed by us.
Par Call Date means January 6, 2036, in the case of the Exchange 2036 Notes and
October 6, 2070, in the case of the Exchange 2071 Notes.
Reference Treasury Dealer means (i) each of Morgan
Stanley & Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC and their respective successors and affiliates, provided, however, that if any of the foregoing is not at the time a primary U.S. Government securities dealer in New
York City (a Primary Treasury Dealer), we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with us.
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 related Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment
Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
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