Prior to the Par Call Date, the Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes then outstanding to be redeemed, or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points (0.15%)], as calculated by an Independent Investment Banker,
plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after the Par Call Date, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus accrued and unpaid interest thereon to the redemption date.
The Company will deliver a notice of redemption at least 30 days but no more than 60 days before the redemption date to each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in an appropriate manner the Notes to be redeemed (or, in the case of Notes held in global form, the Depositary will select the Notes to be redeemed in accordance with its standard procedures).
Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
The Notes are not entitled to the benefit of any sinking fund or analogous provision.
TRANSFER OR EXCHANGE
As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons and, except for such Notes issued in book-entry form, only in denominations of $2,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set