Common use of Make-Whole Amount Clause in Contracts

Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 or has become or is declared to be immediately due and payable pursuant to Section 13.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury Securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any NoteNote of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any NoteNote of any Series, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.3, or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any NoteNote of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the such Series of Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any NoteNote of any Series, the sum of (a) 0.50% plus (b) the yield to maturity implied calculated by using (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on screen "PX 1" on the display designated as “Page PX1” Bloomberg Financial Market Service (or such other display on the Bloomberg Financial Market Service as may replace Page PX1) on be agreed upon by the Company and the Required Holders having the same information if "PX-1" is replaced by Bloomberg Financial Markets Market Service) for the most recently issued issued, actively traded on-traded, on- the-run benchmark U.S. Treasury Securities Reported securities, having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date. If there are no such , in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average LifeLife of such Called Principal as of such Settlement Date. In either case, then such implied the yield to maturity will be determined using the applicable screen or report as determined above, if necessary, by (ia) converting U.S. Treasury bill ▇▇▇▇ quotations to bond equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remainingon a DBI/ 84912103.8 24

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “"Page PX1” PXI" of the Bloomberg Financial Markets Services Screen (or such other display as may replace Page PX1) PX1 on the Bloomberg Financial Markets Services Screen) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill ▇▇▇▇ quotations to bond bond- equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such RemainingCalled Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one- twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1. "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 9.

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 Sections 8.2, 8.3 or 8.4 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any Note, the sum of (a) 0.50.50% plus (b) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “"Page PX1” 678" on the Telerate Access Service (or such other display as may replace Page PX1678 on the Telerate Access Service) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill quotations to bond bond-equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the duration closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the duration closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one- twelfth year) obtained by dividing (i) such RemainingCalled Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Sections 8.2, 8.3, 8.4 or 12.1. "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Sections 8.2, 8.3 or 8.4 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. .

Make-Whole Amount. The term “Make-Whole Amount” Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” Principal means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.1(b) or Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “Discounted Value” Value means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” Yield means, with respect to the Called Principal of any Note, the sum of (a) 0.50.50% plus (b) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” the "PX Screen" on the Bloomberg Financial Market Service (or such other display as may replace Page PX1) the PX Screen on Bloomberg Financial Markets Market Service) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill quotations to bond bond-equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. Remaining Average Life means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such RemainingCalled Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. Remaining Scheduled Payments means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.1(b), 8.2 or 12.1. Settlement Date means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.1(b) or 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 9.

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, ; provided that the Make-Make- Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any Note, the sum of (a) 0.501.00% plus (b) over the yield to maturity in the case of any prepayment of the Notes pursuant to Section 8.3 and 0.50% over the yield to maturity in any other case, in any such case, implied by (a) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “"Page PX1” (or such other display as may replace Page PX1) on USD" of the Bloomberg Financial Markets Services Screen (or, if not available, any other national recognized trading screen reporting on-line intraday trading in the U.S. Treasury securities) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (b) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond quotation▇ ▇▇ bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between (1) the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities security with the maturities (1) maturity closest to and greater than such the Remaining Average Life and (2) the actively traded on-the-run U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such RemainingCalled Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2, 8.3 or 12.1. "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Make-Whole Amount. (a) Make-Whole Amount with respect to Non-Swapped Notes. The term “Make-Whole Amount” means, with respect to any NoteNon-Swapped Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Non-Swapped Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, with respect to any Non-Swapped Note, the following terms have the following meanings: “Called Principal” means, with respect to any NoteNon-Swapped Note of any Series, the principal of such Non-Swapped Note that is to be prepaid pursuant to Section Sections 9.2 or 9.7 or has become or is declared to be immediately due and payable pursuant to Section 13.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any NoteNon-Swapped Note of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Non-Swapped Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Recognized Australian Government Bond Market Makers” shall mean two internationally recognized dealers of Australian government bonds reasonably selected by Prudential or, in the event that neither Prudential nor any of its Affiliates holds any Notes, the Required Holders. “Recognized British Government Bond Market Makers” means two internationally recognized dealers of gilt edged securities reasonably selected by Prudential or, in the event that neither Prudential nor any of its Affiliates holds any Notes, the Required Holders. “Recognized German Bund Market Makers” means two internationally recognized dealers of German Bunds reasonably selected by Prudential or, in the event that neither Prudential nor any of its Affiliates holds any Notes, the Required Holders. “Reinvestment Yield” means, : (a) with respect to the Called Principal of any NoteNon-Swapped Note denominated in Dollars, the sum of (a) 0.50% (50 basis points), plus (b) the yield to maturity implied by (i) the “Ask Yield(s)” yields reported as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets (“Bloomberg”) or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded on-the-on the run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average LifeLife of such Called Principal as of such Settlement Date. In the case of each determination under the foregoing clause (i) or clause (ii), then as the case may be, such implied yield to maturity will be determined determined, if necessary, by (iA) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (iiB) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such RemainingRemaining Average Life. The Reinvestment Yield will be rounded to that number of decimal places as appears in the coupon for the applicable Note.

Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury Securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any Note, the sum of (a) 0.50.50% plus (b) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” Screen PX on the Bloomberg Financial Markets Services Screen (or such other display as may replace Page PX1) Screen PX on the Bloomberg Financial Markets Services Screen) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill quotations to bond bond-equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than such Remainingthe Remaining Average Life.

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (bor if at any time the Company shall agree to a lesser spread over a U.S. Treasury obligation for purposes of calculating the make whole amount or any other yield maintenance formula in connection with the issuance of debt obligations of the Company having a weighted average life to maturity which is five or more years from the date of issue of such debt obligation, then such lesser spread shall automatically be substituted for ..50% from and after the issuance of such other debt obligation and the Company shall promptly so notify the holders of such change) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” "PX-1" on the Bloomberg Financial Market Screen (or such other display as may replace Page PX1) "PX-1" on the Bloomberg Financial Markets Market Screen) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill quotations to bond bond-equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such RemainingCalled Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1. "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 as the context requires. Section 9.

Make-Whole Amount. The term “Make-Whole Amount” Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” Principal means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 Section8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.1Section12.1, as the context requires. “Discounted Value” Value means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” Yield means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) over the yield to maturity implied by the “Ask Yield(s)” reported (i)the yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” 678 on the Dow J▇▇▇▇ Markets, a division of Dow & J▇▇▇▇ Company, Telerate Access Service (or such other display as may replace Page PX1678 on the Telerate Access Service) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii)if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (i) converting a)converting U.S. Treasury bill b▇▇▇ quotations to bond bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating b)interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued (1)the actively traded on-the-run U.S. Treasury Securities security with the maturities (1) maturity closest to and greater than such the Remaining Average Life and (2) 2)the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. Remaining Average Life means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i)such Called Principal into (ii)the sum of the products obtained by multiplying (a)the principal component of each Remaining Scheduled Payment with respect to such RemainingCalled Principal by (b)the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. Remaining Scheduled Payments means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section8.2 or 12.1. Settlement Date means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section8.2 or has become or is declared to be immediately due and payable pursuant to Section12.1, as the context requires.

Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s▇▇▇▇▇(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury Securities securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-the- run U.S. Treasury Securities securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such RemainingRemaining Average Life. The Reinvestment

Make-Whole Amount. The term “"Make-Whole Amount” " means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “"Called Principal” " means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “"Discounted Value” " means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “"Reinvestment Yield” " means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” "USD" on the Bloomberg Financial Market Services Screen (or such other display as may replace Page PX1) on USD of the Bloomberg Financial Markets Market Services Screen) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill quotations to bond bond-equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such RemainingCalled Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1. "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes such Note is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s▇▇▇▇▇(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury Securities securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such RemainingRemaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day

Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Series 2006-A Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series 2006-A Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Series 2006-A Note, the principal of such Series 2006-A Note that is to be prepaid pursuant to Section 9.2 8.2 or has become or is declared to be immediately due and payable pursuant to Section 13.112.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any Series 2006-A Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series 2006-A Notes is payable) equal to based upon the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” means, with respect to the Called Principal of any Series 2006-A Note, the sum of (a) 0.50.50% plus (b) over the yield to maturity implied by (i) the “Ask Yield(s)” reported yields reported, as of 10:00 a.m. A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” on the Bloomberg Financial Services Screen (or such other display as may replace Page PX1) PX1 on the Bloomberg Financial Markets Services Screen) for the most recently issued actively traded on-the-run U.S. Treasury Securities Reported securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there , or (ii) if such yields are no not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury Securities Reported securities having a constant maturity equal to such the Remaining Average Life, then Life of such Called Principal as of such Settlement Date. Such implied yield to maturity will be determined determined, if necessary, by (ia) converting U.S. Treasury bill ▇▇▇▇ quotations to bond bond-equivalent yields in accordance with accepted financial practice and (iib) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury Securities with the maturities (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than such Remainingthe Remaining Average Life. -19- Cabela’s Incorporated, et al. Note Purchase Agreement