Comparable Treasury Price means, with respect to any Redemption Date for the Notes, (i) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, (ii) if the Independent Investment Banker obtains fewer than five but more than one such Reference Treasury Dealer Quotations for such Redemption Date, the average of all such quotations or (iii) if the Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation for such Redemption Date, that Reference Treasury Dealer Quotation.
Continuing Directors means, as of any date of determination, any member of the Companys board of directors who (1) was a member of such board of directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election (either by a specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director).
Independent Investment Banker means, with respect to any Redemption Date for the Notes, either Deutsche Bank Securities Inc. or Wells Fargo Securities, LLC or their respective successors, whichever is selected by the Company, or, if all such firms or the respective successors, if any, to such firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing in the United States of America appointed by the Company.
Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating, from any additional Rating Agency or Rating Agencies.
Moodys means Moodys Investors Service, Inc. and its successors.
Par Call Date means June 15, 2049.
Rating Agency means (1) each of Moodys and S&P; and (2) if either Moodys or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization, within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moodys or S&P, or both, as the case may be.
Reference Treasury Dealer means, with respect to any Redemption Date for the Notes, each of (i) Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC and their respective successors (provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer); and (ii) two other Primary Treasury Dealers selected by the Company.