Common use of Calculation of Tax Original Issue Discount Clause in Contracts

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares received upon an exchange of a Debenture or upon a purchase of a Debenture at the Holder’s option as a payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “noncontingent bond method,” set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A to this Seventeenth Supplemental Indenture compounded quarterly and the projected payment schedule set forth in Exhibit A to this Seventeenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the yield the Company would pay, as of the issue date, on a fixed-rate debt security with no exchange right or other contingent payments but with terms and conditions otherwise comparable to those of the Debentures, (ii) the schedule of projected payments is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the Debentures.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat the fair market value of any Reference Shares or any shares of Company Common Stock received upon an exchange of a Debenture, upon a redemption of a Debenture, or upon a purchase of a Debenture at the Holder's option (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and cash, Reference Shares received upon an exchange and/or shares of a Debenture or upon a purchase of a Debenture at the Holder’s option Company Common Stock as a contingent payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “"noncontingent bond method,” " set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A to this Seventeenth Tenth Supplemental Indenture compounded quarterly semiannually and the projected payment schedule set forth in Exhibit A to this Seventeenth Tenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the annual yield the Company would pay, as of the issue date, on a fixed-rate debt security with no exchange right or other contingent payments but with terms and conditions otherwise comparable to those of the Debentures, (ii) the schedule of projected payments is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the Debentures.. ARTICLE THREE

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares received upon an exchange of a Debenture or upon a purchase of a Debenture at the Holder’s option as a payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “noncontingent bond method,” set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A to this Seventeenth Supplemental Indenture compounded quarterly and the projected payment schedule set forth in Exhibit A to this Seventeenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the yield the Company would pay, as of the issue date, on a fixed-rate debt security with no exchange right or other contingent payments but with terms and conditions otherwise comparable to those of the Debentures, (ii) the schedule of projected payments is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the Debentures.

Calculation of Tax Original Issue Discount. The Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Debenture by its purchase thereof Security shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section regulation section 1.1275-4(b) or any successor provision (the "contingent payment regulations"). For United States federal income tax purposes, the Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Debenture by its purchase thereof Security shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares the Common Stock received upon an exchange the conversion of a Debenture or upon a purchase of a Debenture at the Holder’s option Security as a contingent payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) the contingent payment regulations, and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “"noncontingent bond method,” " set forth in Section 1.1275-4(b) of the U.S. Treasury Regulationscontingent payment regulations, using the comparable yield set forth in Exhibit A to this Seventeenth Supplemental Indenture of 6.25% compounded quarterly semi-annually, and the projected payment schedule set forth in Exhibit A determined by the Company pursuant to this Seventeenth Supplemental Indenturethe contingent payment regulations (attached hereto as Annex B). The Holders or beneficial owners may obtain the issue price, amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule, by submitting a written request for it to the Company acknowledges at the following address: American Express Company, 200 Vesey Street, New York, New York 10285, Attention: Secretary. Xxx Xxxxxxx xxxxxxxxxxxx and agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Debenture by its purchase thereof Security shall be deemed to acknowledge and agree, that (i) the comparable yield described in the preceding paragraph means the annual yield the Company would pay, as of the issue dateIssue Date, on a nonconvertible fixed-rate debt security instrument with no exchange right or other contingent payments payments, but with terms and conditions otherwise comparable similar to those of the Debentures, Securities and (ii) the schedule of projected payments is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments described above do not constitute a projection or representation by the Company regarding the actual amounts payable that will be paid on the Debentures Securities or the actual yield on value of the DebenturesCommon Stock into which the Securities may be converted.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu the Common Stock received upon the conversion of fractional shares) or casha Security, or a combination of cash and Reference Shares received upon an exchange the Holder's or beneficial owner's exercise of a Debenture or upon a purchase of a Debenture at put right where the Holder’s option Company elects to pay in Common Stock, as a contingent payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “"noncontingent bond method,” " set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A Annex B to this Seventeenth Supplemental Indenture compounded quarterly semiannually and the projected payment schedule set forth in Exhibit A attached as Annex B to this Seventeenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the annual yield the Company would pay, as of the issue dateIssue Date, on a noncontingent, nonconvertible, fixed-rate debt security with no exchange right or other contingent payments but instrument with terms and conditions otherwise comparable similar to those of the DebenturesSecurities, (ii) the schedule of projected payments is determined on the basis of an assumption of linear growth of the stock price and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures Securities for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the DebenturesSecurities.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares received upon an exchange of a Debenture or upon a purchase of a Debenture at the Holder’s option as a payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “noncontingent bond method,” set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A to this Seventeenth Sixteenth Supplemental Indenture compounded quarterly and the projected payment schedule set forth in Exhibit A to this Seventeenth Sixteenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the yield the Company would pay, as of the issue date, on a fixed-rate debt security with no exchange right or other contingent payments but with terms and conditions otherwise comparable to those of the Debentures, (ii) the schedule of projected payments is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the Debentures.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase or acceptance thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase or acceptance thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares the Common Stock received upon an exchange the conversion of a Debenture or upon a purchase of a Debenture at the Holder’s option Security as a contingent payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) that will result in an adjustment under Treasury Regulation Section 1.1275-4(b)(3)(iv) and Treasury Regulation Section 1.1275-4(b)(6) and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “noncontingent bond method,” set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A Schedule I to this Seventeenth Supplemental Indenture compounded quarterly semi-annually and the projected payment schedule set forth in Exhibit A attached as Schedule I to this Seventeenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase or acceptance thereof shall be deemed to acknowledge and agree, that (ia) the comparable yield means the annual yield the Company would pay, as of the issue datedate of this Indenture for United States federal income tax purposes, on a noncontingent, nonconvertible, fixed-rate debt security with no exchange right or other contingent payments but instrument with terms and conditions otherwise comparable similar to those of the DebenturesSecurities, (iib) the schedule of projected payments is determined, in part, on the basis of an assumption of linear growth of the stock price and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures Securities for United States federal income tax purposes and (iiic) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the DebenturesSecurities.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b) of the treasury regulations promulgated by the Department of Treasury pursuant to the Internal Revenue Code of 1986, as amended (the "Treasury Regulations"). For United States federal income tax purposes, the Company agreesshall accrue, and each Holder and any or beneficial owner of a Debenture by its purchase thereof Security shall be deemed to agreeaccrue, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares received upon an exchange of a Debenture or upon a purchase of a Debenture at the Holder’s option as a payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., "Tax Original Issue DiscountOID") according to the “"noncontingent bond method,” " set forth in Section section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A Annex C to this Seventeenth Supplemental Indenture compounded quarterly semiannually and the projected payment schedule set forth in Exhibit A attached as Annex C to this Seventeenth Supplemental Indenture. The Company shall file with the Trustee promptly at the end of each fiscal year (i) a written notice specifying the amount of original issue discount for United States federal income tax purposes (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time, including the amount of any adjustment made under the noncontingent bond method to account for the amount of any difference between the amount of an actual payment and the amount of a projected payment. The Company acknowledges and agrees, and each Holder and any beneficial owner holder of a Debenture Security by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the annual yield the Company would pay, as of the issue dateIssue Date, on a fixed-rate fixed rate, nonexchangeable debt security with no exchange right or other contingent payments payments, but with terms and conditions otherwise comparable to those of the DebenturesSecurities, (ii) the schedule of projected payments is determined on the basis of an assumption of linear growth of the stock price and a constant dividend yield and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures Securities for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the DebenturesSecurities.

Calculation of Tax Original Issue Discount. The Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Debenture by its purchase thereof Security shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section regulation section 1.1275-4(b) or any successor provision (the "contingent payment regulations"). For United States federal income tax purposes, the Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Debenture by its purchase thereof Security shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares the Common Stock received upon an exchange the conversion of a Debenture or upon a purchase of a Debenture at the Holder’s option Security as a contingent payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) the contingent payment regulations, and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “"noncontingent bond method,” " set forth in Section 1.1275-4(b) of the U.S. Treasury Regulationscontingent payment regulations, using the comparable yield set forth in Exhibit A to this Seventeenth Supplemental Indenture of 6.25% compounded quarterly semi-annually, and the projected payment schedule set forth in Exhibit A determined by the Company pursuant to this Seventeenth Supplemental Indenturethe contingent payment regulations (attached hereto as Annex B). Holders or beneficial owners may obtain the issue price, amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule, by submitting a written request for it to the Company at the following address: American Express Company, 000 Xxxxx Xxxxxx, New York, New York 10285, Attention: Secretary. The Company acknowledges and agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Debenture by its purchase thereof Security shall be deemed to acknowledge and agree, that (i) the comparable yield described in the preceding paragraph means the annual yield the Company would pay, as of the issue dateIssue Date, on a nonconvertible fixed-rate debt security instrument with no exchange right or other contingent payments payments, but with terms and conditions otherwise comparable similar to those of the Debentures, Securities and (ii) the schedule of projected payments is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments described above do not constitute a projection or representation by the Company regarding the actual amounts payable that will be paid on the Debentures Securities or the actual yield on value of the DebenturesCommon Stock into which the Securities may be converted.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase or acceptance thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase or acceptance thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares the Common Stock received upon an exchange the conversion of a Debenture or upon a purchase of a Debenture at the Holder’s option Security as a contingent payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) that will result in an adjustment under Treasury Regulation Section 1.1275-4(b)(3)(iv) and Treasury Regulation Section 1.1275-4(b)(6) and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “"noncontingent bond method,” " set forth in Section 1.1275-4(b) of the U.S. Treasury Regulations, using the comparable yield set forth in Exhibit A Schedule I to this Seventeenth Supplemental Indenture compounded quarterly semi-annually and the projected payment schedule set forth in Exhibit A attached as Schedule I to this Seventeenth Supplemental Indenture. The Company acknowledges and agrees, and each Holder and any beneficial owner of a Debenture Security by its purchase or acceptance thereof shall be deemed to acknowledge and agree, that (ia) the comparable yield means the annual yield the Company would pay, as of the issue datedate of this Indenture for United States federal income tax purposes, on a noncontingent, nonconvertible, fixed-rate debt security with no exchange right or other contingent payments but instrument with terms and conditions otherwise comparable similar to those of the DebenturesSecurities, (iib) the schedule of projected payments is determined, in part, on the basis of an assumption of linear growth of the stock price and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures Securities for United States federal income tax purposes and (iiic) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the DebenturesSecurities.

Calculation of Tax Original Issue Discount. The Company agrees, and each Holder and any beneficial owner holder of a Debenture Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Debentures Securities as debt instruments that are subject to U.S. Treasury Regulation Section 1.1275-4(b)) of the Treasury Regulations. For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Debenture by its purchase thereof shall be deemed to agree, to treat the fair market value of any Reference Shares (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Reference Shares received upon an exchange of a Debenture or upon a purchase of a Debenture at the Holder’s option as a payment on the Debenture for purposes of U.S. Treasury Regulation Section 1.1275-4(b) and to accrue interest with respect to outstanding Debentures Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the “"noncontingent bond method,” " set forth in Section section 1.1275-4(b) of the U.S. Treasury Regulations, using the a comparable yield set forth in Exhibit A to this Seventeenth Supplemental Indenture of 6.53 percent per annum compounded quarterly semi-annually and the projected payment schedule set forth in Exhibit attached as Annex A to this Seventeenth Supplemental Indenture. The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount for United States federal income tax purposes (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time, including the amount of any adjustment made under the noncontingent bond method to account for the amount of any difference between the amount of an actual payment and the amount of a projected payment. The Company acknowledges and agrees, and each Holder and any beneficial owner holder of a Debenture Security by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the yield the Company would pay, as of the issue date, on a fixed-rate debt security with no exchange right or other contingent payments but with terms and conditions otherwise comparable to those of the Debentures, (ii) the schedule of projected payments is are determined on the basis of an assumption of linear growth of the stock price and a constant dividend yield and are not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Debentures Securities for United States federal income tax purposes and (iiiii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Debentures or the actual yield on the DebenturesSecurities.