| Optional Redemption: |
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The 2029 Notes, 2032 Notes, 2037 Notes and 2045 Notes will be redeemable, in whole, at any time, or in part, from time to time, prior to
April 19, 2029 (one month prior to the 2029 Notes maturity date) (the “2029 Par Call Date”), February 19, 2032 (three months prior to the 2032 Notes maturity date) (the “2032 Par Call Date”), February 19, 2037
(three months prior to the 2037 Notes maturity date) (the “2037 Par Call Date”) and November 19, 2044 (six months prior to the 2045 Notes maturity date) (the “2045 Par Call Date” and, together with the 2029 Par Call Date,
the 2032 Par Call Date and the 2037 Par Call Date, the “Par Call Dates” and each, a “Par Call Date”), at the Issuer’s option, in each case, at a redemption price equal to the greater of the following amounts: (1) 100% of the
principal amount of the notes being redeemed on that redemption date, and (2) the sum of the present values of the remaining scheduled payments of principal and interest of the notes being redeemed, that would be due if such series of notes
matured on the applicable Par Call Date (in each case, not including the amount, if any, of accrued and unpaid interest to, but excluding, the redemption date) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) using a
discount rate equal to the Comparable Government Bond Rate plus (i) 15 basis points in the case of the 2029 Notes, (ii) 15 basis points in the case of the 2032 Notes, (iii) 20 basis points in the case of the 2037 Notes and (iv) 20 basis
points in the case of the 2045 Notes, plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.
At any time on or after the applicable Par Call Date, the Issuer may redeem the Notes of the applicable series, in whole, at any time, or in part, from time to
time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus in each case, accrued and unpaid interest on the Notes of such series being redeemed to, but excluding, the redemption date. |
| Substitution of the Parent as Issuer: |
|
The Parent has the right, at its option at any time, without the consent of any holders of any series of Notes, to be substituted for, and assume the obligations of, the Issuer under each series of the Notes that are then
outstanding under the indenture if, immediately after giving effect to such substitution, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, has occurred and is continuing (other than a
default or event of default that would be cured by such substitution), provided that the Parent executes a supplemental indenture in which it agrees to be bound by the terms of each such series of Notes and the indenture (the “Parent
Assumption”). In the case of such Parent Assumption, (i) the Issuer will be relieved of any further obligations under the assumed series of Notes and the indenture and (ii) the Parent will be released from all obligations under the
note guarantee, but will instead become the primary (and sole) obligor under such Notes and the related indenture provisions. See “U.S. Federal Income Tax Considerations — Parent Assumption of the Notes” in the prospectus supplement
for discussion of possible tax considerations. |
