Independent Investment Banker means any of (1) Citigroup Global Markets Inc., (2) Deutsche Bank Securities Inc., (3) HSBC Securities (USA) Inc., (4) U.S. Bancorp Investments, Inc. and (5) Wells Fargo Securities, LLC, and their respective successors, and their respective successors, as selected by the Company, or, if any 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 (i) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, each a primary U.S. Government securities dealer (Primary Treasury Dealer), and (ii) a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc., and their respective successors; provided, however, that if any 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.
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 ask prices for the 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 10:00 a.m., New York City time, on the third Business Day preceding such Redemption Date.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date. As used in the immediately preceding sentence and in the definition of Reference Treasury Dealer Quotations above, the term Business Day means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
Notice of any redemption shall be mailed at least 15 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the Redemption Date, the manner of calculation of the Redemption Price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. If less than all of the Notes are to be redeemed at the Companys option, the Trustee will select, in a manner it deems fair and appropriate, the Notes, or portions of the Notes, to be redeemed. Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue on any Notes that have been called for redemption at the Redemption Date.
The Company will not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part.