Common use of Make-Whole Redemption Clause in Contracts

Make-Whole Redemption. (a) The 2001 Series A Bonds are subject to redemption, as a whole or in part, at the election of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2001 Series A Bonds being redeemed plus accrued interest to the Redemption Date; and (ii) the sum of the present values of all principal and interest payments scheduled to become due after the date of such redemption in respect of the 2001 Series A Bonds being redeemed, discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) and calculated using a discount rate equal to the sum of (A) the yield to maturity on the U.S. Treasury security having an average life equal to the remaining average life of the 2001 Series A Bonds and trading in the secondary market at the price closest to par, and (B) twenty (20) basis points; provided, however, that if there is no U.S. Treasury security having an average life equal to the remaining average life of the 2001 Series A Bonds, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest calendar month, if necessary) from the yields to maturity of two U.S. Treasury securities having average lives most closely corresponding to the remaining life of the 2001 Series A Bonds and trading in the secondary market at the price closest to par. Without duplication, any interest due and payable but unpaid on 2001 Series A Bonds being redeemed shall be paid on the Redemption Date therefor. (b) The calculations set forth in paragraph (a) above of this Section 1.02 shall be determined on the third business day prior to the scheduled Redemption Date by an investment banking institution of national standing in the United States selected by the Company or, if the Trustee does not receive notice of such selection at least ten days prior to a scheduled Redemption Date or if an Event of Default under the Indenture shall have occurred and be continuing, selected by the Trustee. (c) If less than all of the 2001 Series A Bonds are to be redeemed, the particular 2001 Series A Bonds to be redeemed shall be selected by the Trustee from the Outstanding 2001 Series A Bonds which have not been previously been called for redemption by prorating, as nearly as may be, the principal amount of the 2001 Series A Bonds to be redeemed among the Holders thereof in proportion to the aggregate principal amount thereof registered in their respective names; EXCEPT that, if there shall have been previously filed with the Trustee an Act of all of the Holders thereof satisfactory to the Trustee specifying the method of selecting the 2001 Series A Bonds to be redeemed, such selection shall be made by the Trustee in accordance with the terms of such Act. (d) Upon receipt of a notice from the Company of its intent to effect an optional redemption of the 2001 Series A Bonds, the Trustee shall cause notice of such redemption to be given to each Holder of the 2001 Series A Bonds then Outstanding at its address as the same shall last appear upon the Bond Register, by first class mail at least 30 and no more than 60 days prior to the Redemption Date; provided that so long as the Book-Entry System is maintained in effect, notice of redemption shall be given to the registered Holders at the time and in the manner required in the DTC Letter of Representations executed in connection with the issuance and sale of the 2001 Series A Bonds (as amended and in effect from time to time, the "2001 Series A DTC Letter of Representations"), and the Trustee shall not be required to give any other notice of redemption otherwise required herein. The notice of redemption shall specify the Redemption Date, the place or places of payments, that payment will be made only upon the presentation and surrender of the 2001 Series A Bonds to be redeemed, that interest, if any, accrued to the Redemption Date will be paid as specified in such notice and that on and after such date interest thereon shall cease to accrue. (e) Except as provided in this Section 1.02, the 2001 Series A Bonds are not redeemable at any time prior to their Stated Maturity.

Make-Whole Redemption. (a) The 2001 2002 Series A B Bonds are subject to redemption, as a whole or in part, on any date (whether or not an Interest Payment Date) at the election of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2001 2002 Series A B Bonds being redeemed plus accrued all accrued, but not yet due and payable, interest to the Redemption Date; and (ii) the sum of the present values of all principal and interest payments scheduled to become due after the date of such redemption in respect of the 2001 2002 Series A B Bonds being redeemed, redeemed discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) and calculated using a discount rate equal to the sum of (A) the yield to maturity on the U.S. Treasury security having an average life equal to the remaining average life of the 2001 2002 Series A B Bonds to be redeemed and trading in the secondary market at the price closest to par, and (B) twenty (20) basis points; providedPROVIDED, howeverHOWEVER, that if there is no U.S. Treasury security having an average life equal to the remaining average life of the 2001 2002 Series A BondsB Bonds to be redeemed, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest calendar month, if necessary) from the yields to maturity of two U.S. Treasury securities having average lives most closely corresponding to the remaining life of the 2001 2002 Series A B Bonds to be redeemed and trading in the secondary market at the price prices closest to par. Without duplicationIn addition, any interest due and payable but unpaid on 2001 2002 Series A B Bonds being redeemed shall be paid on the Redemption Date therefor. (b) The calculations set forth in paragraph (a) above of this Section 1.02 1.03 shall be determined on the third business day prior to the scheduled Redemption Date by an investment banking institution of national standing in the United States selected by the Company or, if the Trustee does not receive notice of such selection at least ten days prior to a scheduled Redemption Date or if an Event of Default under the Indenture shall have occurred and be continuing, selected by the Trustee. (c) If less than all of the 2001 2002 Series A B Bonds are to be redeemedredeemed pursuant to this Section 1.03, the particular 2001 2002 Series A B Bonds to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding 2001 Series A Bonds Obligations of such series or maturity within a series which have not been previously been called for redemption by proratingsuch method as the Trustee shall deem fair and appropriate. In any such selection pursuant to this Section, the Trustee shall make such adjustments, reallocations and eliminations as nearly it shall deem proper to the end that the principal amount the 2002 Series B Bonds so selected shall be equal to $1,000, or an integral multiple thereof. The Trustee in its discretion may determine the particular 2002 Series B Bonds (if there is more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. In any case where any of the 2002 Series B Bonds are registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as may beif it were represented by one 2002 Series B Bond. The Trustee shall promptly notify the Company in writing of the 2002 Series B Bonds selected for redemption and, in the case of any 2002 Series B Bonds selected for partial redemption, the principal amount of the 2001 Series A Bonds to be redeemed among the Holders thereof in proportion to the aggregate principal amount thereof registered in their respective names; EXCEPT that, if there shall have been previously filed with the Trustee an Act of all of the Holders thereof satisfactory to the Trustee specifying the method of selecting the 2001 Series A Bonds to be redeemed, such selection shall be made by the Trustee in accordance with the terms of such Act. (d) Upon receipt of a notice from the Company of its intent to effect an optional redemption of the 2001 2002 Series A B Bonds, the Trustee shall cause notice of such redemption to be given to each Holder of the 2001 2002 Series A B Bonds then Outstanding at its address as the same shall last appear upon the Bond Register, by first class mail at least 30 and no more than 60 days prior to the Redemption Date; provided that so long as the Book-Entry System is maintained in effect, notice of redemption shall be given to the registered Holders at the time and in the manner required in the DTC Letter of Representations executed in connection with the issuance and sale of the 2001 2002 Series A B Bonds (as amended and in effect from time to time, the "2001 “2002 Series A B DTC Letter of Representations"”), and the Trustee shall not be required to give any other notice of redemption otherwise required herein. The notice of redemption shall specify the Redemption Date, the place or places of payments, that payment will be made only upon the presentation and surrender of the 2001 2002 Series A B Bonds to be redeemed, that interest, if any, accrued to the Redemption Date will be paid as specified in such notice and that on and after such date interest thereon shall cease to accrue. (e) Except as provided in this Section 1.021.02 and Section 1.03, the 2001 2002 Series A B Bonds are not redeemable at any time prior to their Stated Maturity. (f) Notwithstanding anything to the contrary contained herein or in the Indenture, if, at the time the Company gives notice to the Trustee of a redemption as provided for in this Section 1.03 the Trustee does not have on deposit sufficient available funds designated for the purpose of paying the principal of, premium, if any, and interest accrued and to accrue through the applicable Redemption Date on the 2002 Series B Bonds so called for redemption, then the Company’s notice of redemption is conditional and revocable, that is, the Company is under no obligation to provide, or cause to be provided, to the Trustee funds to effect such redemption and, if the Company does not elect to do so by 2:00 p.m., New York City time, on the Redemption Date, then the 2002 Series B Bonds called for redemption shall not be redeemed pursuant to this notice of redemption or the notice of redemption given by the Trustee pursuant to the Indenture. The Company will not be liable to any holder of the 2002 Series B Bonds if the Company does not provide, or cause to be provided, funds sufficient to effect redemption of any such 2002 Series B Bonds with the result that such 2002 Series B Bonds are not redeemed on the Redemption Date specified in such notices. If, at the time the Company gives this notice, the Trustee has on deposit sufficient funds designated for the purpose of and to effect such redemption, then the Company’s notice is unconditional and irrevocable and the 2002 Series B Bonds specified in the Company’s notice and given by the Trustee pursuant to the Indenture shall become due and payable at the specified Redemption Price on the specified Redemption Date.

Make-Whole Redemption. (a) The 2001 2002 Series A B Bonds are subject to redemption, as a whole or in part, on any date (whether or not an Interest Payment Date) at the election of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2001 2002 Series A B Bonds being redeemed plus accrued all accrued, but not yet due and payable, interest to the Redemption Date; and (ii) the sum of the present values of all principal and interest payments scheduled to become due after the date of such redemption in respect of the 2001 2002 Series A B Bonds being redeemed, redeemed discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) and calculated using a discount rate equal to the sum of (A) the yield to maturity on the U.S. Treasury security having an average life equal to the remaining average life of the 2001 2002 Series A B Bonds to be redeemed and trading in the secondary market at the price closest to par, and (B) twenty (20) basis points; providedPROVIDED, howeverHOWEVER, that if there is no U.S. Treasury security having an average life equal to the remaining average life of the 2001 2002 Series A BondsB Bonds to be redeemed, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest calendar month, if necessary) from the yields to maturity of two U.S. Treasury securities having average lives most closely corresponding to the remaining life of the 2001 2002 Series A B Bonds to be redeemed and trading in the secondary market at the price prices closest to par. Without duplicationIn addition, any interest due and payable but unpaid on 2001 2002 Series A B Bonds being redeemed shall be paid on the Redemption Date therefor. (b) The calculations set forth in paragraph (a) above of this Section 1.02 1.03 shall be determined on the third business day prior to the scheduled Redemption Date by an investment banking institution of national standing in the United States selected by the Company or, if the Trustee does not receive notice of such selection at least ten days prior to a scheduled Redemption Date or if an Event of Default under the Indenture shall have occurred and be continuing, selected by the Trustee. (c) If less than all of the 2001 2002 Series A B Bonds are to be redeemedredeemed pursuant to this Section 1.03, the particular 2001 2002 Series A B Bonds to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding 2001 Series A Bonds Obligations of such series or maturity within a series which have not been previously been called for redemption by proratingsuch method as the Trustee shall deem fair and appropriate. In any such selection pursuant to this Section, the Trustee shall make such adjustments, reallocations and eliminations as nearly it shall deem proper to the end that the principal amount the 2002 Series B Bonds so selected shall be equal to $1,000, or an integral multiple thereof. The Trustee in its discretion may determine the particular 2002 Series B Bonds (if there is more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. In any case where any of the 2002 Series B Bonds are registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as may beif it were represented by one 2002 Series B Bond. The Trustee shall promptly notify the Company in writing of the 2002 Series B Bonds selected for redemption and, in the case of any 2002 Series B Bonds selected for partial redemption, the principal amount of the 2001 Series A Bonds to be redeemed among the Holders thereof in proportion to the aggregate principal amount thereof registered in their respective names; EXCEPT that, if there shall have been previously filed with the Trustee an Act of all of the Holders thereof satisfactory to the Trustee specifying the method of selecting the 2001 Series A Bonds to be redeemed, such selection shall be made by the Trustee in accordance with the terms of such Act. (d) Upon receipt of a notice from the Company of its intent to effect an optional redemption of the 2001 2002 Series A B Bonds, the Trustee shall cause notice of such redemption to be given to each Holder of the 2001 2002 Series A B Bonds then Outstanding at its address as the same shall last appear upon the Bond Register, by first class mail at least 30 and no more than 60 days prior to the Redemption Date; provided that so long as the Book-Entry System is maintained in effect, notice of redemption shall be given to the registered Holders at the time and in the manner required in the DTC Letter of Representations executed in connection with the issuance and sale of the 2001 2002 Series A B Bonds (as amended and in effect from time to time, the "2001 2002 Series A B DTC Letter of Representations"), and the Trustee shall not be required to give any other notice of redemption otherwise required herein. The notice of redemption shall specify the Redemption Date, the place or places of payments, that payment will be made only upon the presentation and surrender of the 2001 2002 Series A B Bonds to be redeemed, that interest, if any, accrued to the Redemption Date will be paid as specified in such notice and that on and after such date interest thereon shall cease to accrue. (e) Except as provided in this Section 1.021.02 and Section 1.03, the 2001 2002 Series A B Bonds are not redeemable at any time prior to their Stated Maturity. (f) Notwithstanding anything to the contrary contained herein or in the Indenture, if, at the time the Company gives notice to the Trustee of a redemption as provided for in this Section 1.03 the Trustee does not have on deposit sufficient available funds designated for the purpose of paying the principal of, premium, if any, and interest accrued and to accrue through the applicable Redemption Date on the 2002 Series B Bonds so called for redemption, then the Company's notice of redemption is conditional and revocable, that is, the Company is under no obligation to provide, or cause to be provided, to the Trustee funds to effect such redemption and, if the Company does not elect to do so by 2:00 p.m., New York City time, on the Redemption Date, then the 2002 Series B Bonds called for redemption shall not be redeemed pursuant to this notice of redemption or the notice of redemption given by the Trustee pursuant to the Indenture. The Company will not be liable to any holder of the 2002 Series B Bonds if the Company does not provide, or cause to be provided, funds sufficient to effect redemption of any such 2002 Series B Bonds with the result that such 2002 Series B Bonds are not redeemed on the Redemption Date specified in such notices. If, at the time the Company gives this notice, the Trustee has on deposit sufficient funds designated for the purpose of and to effect such redemption, then the Company's notice is unconditional and irrevocable and the 2002 Series B Bonds specified in the Company's notice and given by the Trustee pursuant to the Indenture shall become due and payable at the specified Redemption Price on the specified Redemption Date.

Make-Whole Redemption. (a) The 2001 2003 Series A Bonds are subject to redemption, as a whole or in part, on any date (whether or not an Interest Payment Date) at the election of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2001 2003 Series A Bonds being redeemed plus accrued all accrued, but not yet due and payable, interest to the Redemption Date; and (ii) the sum of the present values of all principal and interest payments scheduled to become due after the date of such redemption in respect of the 2001 2003 Series A Bonds being redeemed, redeemed discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) and calculated using a discount rate equal to the sum of (A) the yield to maturity on of the U.S. Treasury security having an average a life equal to the remaining average life of the 2001 2003 Series A Bonds to be redeemed and trading in the secondary market at the price closest to par, and (B) twenty (20) basis points; provided, however, that if there is no U.S. Treasury security having an average a life equal to the remaining average life of the 2001 2003 Series A BondsBonds to be redeemed, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest calendar month, if necessary) from the yields to maturity of two (2) U.S. Treasury securities having average lives most closely corresponding to the remaining average life of the 2001 2003 Series A Bonds to be redeemed and trading in the secondary market at the price prices closest to par. Without duplicationIn addition, any interest due and payable but unpaid on 2001 2003 Series A Bonds being redeemed shall be paid on the Redemption Date therefor. (b) The calculations set forth in paragraph (a) above of this Section 1.02 1.03 shall be determined on the third business day prior to the scheduled Redemption Date by an investment banking institution of national standing in the United States selected by the Company or, if the Trustee does not receive notice of such selection at least ten days prior to a scheduled Redemption Date or if an Event of Default under the Indenture shall have occurred and be continuing, selected by the Trustee. (c) If less than all of the 2001 2003 Series A Bonds are to be redeemedredeemed pursuant to this Section 1.03, the particular 2001 2003 Series A Bonds to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding 2001 Series A Bonds Obligations of such series or maturity within a series which have not been previously been called for redemption by proratingsuch method as the Trustee shall deem fair and appropriate. In any such selection pursuant to this Section, the Trustee shall make such adjustments, reallocations and eliminations as nearly it shall deem proper to the end that the principal amount the 2003 Series A Bonds so selected shall be equal to $1,000, or an integral multiple thereof. The Trustee in its discretion may determine the particular 2003 Series A Bonds (if there is more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. In any case where any of the 2003 Series A Bonds are registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as may beif it were represented by one 2003 Series A Bond. The Trustee shall promptly notify the Company in writing of the 2003 Series A Bonds selected for redemption and, in the case of any 2003 Series A Bonds selected for partial redemption, the principal amount of the 2001 Series A Bonds to be redeemed among the Holders thereof in proportion to the aggregate principal amount thereof registered in their respective names; EXCEPT that, if there shall have been previously filed with the Trustee an Act of all of the Holders thereof satisfactory to the Trustee specifying the method of selecting the 2001 Series A Bonds to be redeemed, such selection shall be made by the Trustee in accordance with the terms of such Act. (d) Upon receipt of a notice from the Company of its intent to effect an optional redemption of the 2001 2003 Series A Bonds, the Trustee shall cause notice of such redemption to be given to each Holder of the 2001 2003 Series A Bonds then Outstanding at its address as the same shall last appear upon the Bond Register, by first class mail at least 30 and no more than 60 days prior to the Redemption Date; provided that so long as the Book-Entry System is maintained in effect, notice of redemption shall be given to the registered Holders at the time and in the manner required in the DTC Letter of Representations executed in connection with the issuance and sale of the 2001 Series A Bonds (as amended and in effect from time to time, the "2001 2003 Series A DTC Letter of Representations"), and the Trustee shall not be required to give any other notice of redemption otherwise required herein. The notice of redemption shall specify the Redemption Date, the place or places of payments, that payment will be made only upon the presentation and surrender of the 2001 2003 Series A Bonds to be redeemed, that interest, if any, accrued to the Redemption Date will be paid as specified in such notice and that on and after such date interest thereon shall cease to accrue. (e) Except as provided in this Section 1.021.02 and Section 1.03, the 2001 2003 Series A Bonds are not redeemable at any time prior to their Stated Maturity. (f) Notwithstanding anything to the contrary contained herein or in the Indenture, if, at the time the Company gives notice to the Trustee of a redemption as provided for in this Section 1.03 the Trustee does not have on deposit sufficient available funds designated for the purpose of paying the principal of, premium, if any, and interest accrued and to accrue through the applicable Redemption Date on the 2003 Series A Bonds so called for redemption, then the Company's notice of redemption is conditional and revocable, that is, the Company is under no obligation to provide, or cause to be provided, to the Trustee funds to effect such redemption and, if the Company does not elect to do so by 2:00 p.m., New York City time, on the Redemption Date, then the 2003 Series A Bonds called for redemption shall not be redeemed pursuant to this notice of redemption or the notice of redemption given by the Trustee pursuant to the Indenture. The Company will not be liable to any holder of the 2003 Series A Bonds if the Company does not provide, or cause to be provided, funds sufficient to effect redemption of any such 2003 Series A Bonds with the result that such 2003 Series A Bonds are not redeemed on the Redemption Date specified in such notices. If, at the time the Company gives this notice, the Trustee has on deposit sufficient funds designated for the purpose of and to effect such redemption, then the Company's notice is unconditional and irrevocable and the 2003 Series A Bonds specified in the Company's notice and given by the Trustee pursuant to the Indenture shall become due and payable at the specified Redemption Price on the specified Redemption Date.

Make-Whole Redemption. (a) The 2001 Series A Bonds are subject to redemption, as a whole or in part, at the election of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2001 Series A Bonds being redeemed plus accrued interest to the Redemption Date; and (ii) the sum of the present values of all principal and interest payments scheduled to become due after the date of such redemption in respect of the 2001 Series A Bonds being redeemed, discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) and calculated using a discount rate equal to the sum of (A) the yield to maturity on the U.S. Treasury security having an average life equal to the remaining average life of the 2001 Series A Bonds and trading in the secondary market at the price closest to par, and (B) twenty (20) basis points; providedPROVIDED, howeverHOWEVER, that if there is no U.S. Treasury security having an average life equal to the remaining average life of the 2001 Series A Bonds, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest calendar month, if necessary) from the yields to maturity of two U.S. Treasury securities having average lives most closely corresponding to the remaining life of the 2001 Series A Bonds and trading in the secondary market at the price closest to par. Without duplication, any interest due and payable but unpaid on 2001 Series A Bonds being redeemed shall be paid on the Redemption Date therefor. (b) The calculations set forth in paragraph (a) above of this Section 1.02 shall be determined on the third business day prior to the scheduled Redemption Date by an investment banking institution of national standing in the United States selected by the Company or, if the Trustee does not receive notice of such selection at least ten days prior to a scheduled Redemption Date or if an Event of Default under the Indenture shall have occurred and be continuing, selected by the Trustee. (c) If less than all of the 2001 Series A Bonds are to be redeemed, the particular 2001 Series A Bonds to be redeemed shall be selected by the Trustee from the Outstanding 2001 Series A Bonds which have not been previously been called for redemption by prorating, as nearly as may be, the principal amount of the 2001 Series A Bonds to be redeemed among the Holders thereof in proportion to the aggregate principal amount thereof registered in their respective names; EXCEPT that, if there shall have been previously filed with the Trustee an Act of all of the Holders thereof satisfactory to the Trustee specifying the method of selecting the 2001 Series A Bonds to be redeemed, such selection shall be made by the Trustee in accordance with the terms of such Act. (d) Upon receipt of a notice from the Company of its intent to effect an optional redemption of the 2001 Series A Bonds, the Trustee shall cause notice of such redemption to be given to each Holder of the 2001 Series A Bonds then Outstanding at its address as the same shall last appear upon the Bond Register, by first class mail at least 30 and no more than 60 days prior to the Redemption Date; provided that so long as the Book-Entry System is maintained in effect, notice of redemption shall be given to the registered Holders at the time and in the manner required in the DTC Letter of Representations executed in connection with the issuance and sale of the 2001 Series A Bonds (as amended and in effect from time to time, the "2001 Series A DTC Letter of Representations"), and the Trustee shall not be required to give any other notice of redemption otherwise required herein. The notice of redemption shall specify the Redemption Date, the place or places of payments, that payment will be made only upon the presentation and surrender of the 2001 Series A Bonds to be redeemed, that interest, if any, accrued to the Redemption Date will be paid as specified in such notice and that on and after such date interest thereon shall cease to accrue. (e) Except as provided in this Section 1.02, the 2001 Series A Bonds are not redeemable at any time prior to their Stated Maturity.