Pricing
Supplement No. 10
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Filing
under Rule 424(b)(3)
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Dated
December 12, 2006
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Registration
File No. 333-104560
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Cusip # 948 74R CQ7 |
Interest
Rate (if fixed rate): 5.542%
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Interest
rate basis: N/A
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Stated
Maturity: 12/15/2016
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Paper
Rate
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Specified
Currency: U.S. $
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Prime
Rate
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Applicable
Exchange Rate (if any):
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LIBOR
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U.S.
$1.00 = N/A
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Treasury
Rate
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Issue
price (as a percentage of
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CD
Rate
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principal
amount): 100%
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Federal
Funds Rate
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Selling
Agent’s commission (%): .625%
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Other
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Proceeds
to Issuer: $74,531,250
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Index
Maturity: N/A
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Purchasing
Agent’s discount
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Spread
Multiplier: N/A
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or
commission (%): N/A
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Maximum
Rate: N/A
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Settlement
date (original
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Minimum
Rate: N/A
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issue
date): 12/15/06
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Initial
Interest Rate: N/A
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Redemption
Commencement
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Interest
Reset Date(s): N/A
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Date
(if any): N/A
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Optional
Repayment Date: N/A
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Interest
Determination Date(s): N/A
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Cusip
# 948 74RCQ7
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Optional
Redemption:
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¨
No
ýYes
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The
Notes will be redeemable at any time in whole or from time to in
part, at
our option, at a redemption price equal to the great
of:
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100%
of the principal amount of the Notes being redeemed, or
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the
sum of the present values of the remaining scheduled payments of
principal
and interest on the Notes being redeemed from the redemption date
to
December 15, 2016 discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points,
plus,
in either case, any interest accrued but not paid to the date of
redemption.
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“Treasury
Rate” means, with respect to any redemption date for the
Notes,
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(i)
the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve
System
and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after
the
maturity date for the Notes, yields for the two published maturities
most
closely corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate shall be interpolated or extrapolated from
those
yields on a straight line basis, rounding to the nearest month),
or
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if
the release referred to in (i) (or any successor release) is not
published
during the week preceding the calculation date or does not contain
the
yields referred to above, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for
that
redemption date.
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The
Treasury Rate will be calculated on the third Business Day preceding
the
redemption date.
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“Comparable
Treasury Issue” means the United States Treasury security selected by an
“Independent Investment Banker” as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized,
at the
time of selection and in accordance with customary financial practice,
in
pricing new issues of corporate debt securities of comparable maturity
to
the remaining term of the Notes.
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“Independent
Investment Banker” means, with respect to any redemption date for the
Notes, Banc of America Securities LLC and its successors or, if such
firm
or any successor to such firm, as the case may be, is unwilling or
unable
to select the Comparable Treasury Issue, an independent investment
banking
institution of national standing appointed by the Trustee after
consultation with us.
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“Comparable
Treasury Price” means with respect to any redemption date for the
Notes,
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(i)
the average of four Reference Treasury Dealer Quotations for the
redemption date, after excluding the highest and lowest of those
Reference
Treasury Dealer Quotations, or
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(ii)
if the Trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all quotations obtained.
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“Reference
Treasury Dealer” means Banc of America Securities LLC, and three other
primary U.S. government securities dealers in the United States (each,
a
“Primary Treasury Dealer”) appointed by the Trustee in consultation with
us. If any Reference Treasury Dealer ceases to be a Primary Treasury
Dealer, we will substitute another Primary Treasury Dealer for that
dealer.
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“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee,
of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing
to
the Trustee by that Reference Treasury Dealer, at 5:00 p.m. on the
third
Business Day preceding the redemption date.
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Notice
of any redemption will be mailed at least 30 days but no more than
60 days
before the redemption date to each holder of Notes to be
redeemed.
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Unless
we default in payment of the redemption price, on and after the redemption
date, interest will cease to accrue on the Notes or portions of the
Notes
called for redemption.
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