• Prior to September 15, 2029 (three months before maturity) with respect to the Notes (the “Early Call Date”), we will have the option to redeem the Notes, in whole or in part at anytime, at a redemption price equal to the greater of: (1) 100% of the principal amount of the applicable Notes being redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest that would be due if the Notes matured on the Early Call Date but for the redemption (exclusive of interest accrued to the date of redemption) discounted to the redemption date, calculated on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined herein), plus 50 basis points, together with accrued and unpaid interest thereon to the date of redemption.
• At any time on or after the Early Call Date, we may redeem the Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with accrued and unpaid interest thereon to the date of redemption.
• See “Description of the Notes – Optional Redemption.”

Upon the occurrence of a Change of Control Triggering Event, which occurs only if a Change of Control and a Ratings Decline (as such terms are defined in the Indenture) both occur, we are required to offer to purchase all outstanding Notes at 101% of their principal amount plus accrued and unpaid interest to the date of purchase. See “Description of Debt Securities – Certain Covenants – Change of Control” in the accompanying prospectus.

The Indenture will, among other things, restrict our ability and the ability of certain of our subsidiaries to:

• incur liens;
• enter into sale/leaseback transactions;
• in the case of certain of our subsidiaries, incur indebtedness without guaranteeing the Notes;
• enter into or conduct transactions with unrestricted subsidiaries; and
• amalgamate or consolidate with, or merge with or into, or transfer all or substantially all of our assets or those of certain of our subsidiaries to any person.

These covenants are subject to important qualifications and limitations. For more details, see the section “Description of Debt Securities – Certain Covenants” in the accompanying prospectus.