[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of March 28, 2013 (herein called the Indenture, which term shall have the meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.
The Securities of this series are subject to redemption upon not less than 15 days but not more than 60 days notice by mail, in whole or in part, at the election of the Company and at any time prior to November 22, 2029 (the Par Call Date) or from time to time, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount to be redeemed to the Redemption Date; and (ii) the sum, as calculated by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate of the Securities, plus 35 basis points, plus accrued and unpaid interest on the principal amount of the Securities to be redeemed to, but excluding, the Redemption Date.
In addition, at any time on or after the Par Call Date, the Securities will be redeemable, as a whole or in part, at the Companys option and at any time or from time to time, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
For the purposes of the foregoing, the following definitions shall apply:
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term (Remaining Life) of the Securities to be redeemed (assuming for this purpose that such Securities 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 such Securities.
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 one of (1) J.P. Morgan Securities LLC and (2) Wells Fargo Securities, LLC, and their respective successors, as selected by the Company, or, if either such firm or the successors, if any, to such firm, as the case may be, are unwilling or unable to serve as such, an independent investment banking institution of national standing appointed by the Company.
Reference Treasury Dealer means each of (1) J.P. Morgan Securities LLC and (2) Wells Fargo Securities, LLC and their respective successors; provided, however, that if either of them ceases to be a primary U.S. Government securities dealer (each a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer.