Day Count Convention: 30/360
Business Day Convention: Following; If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the related payment of
principal, premium, if any, or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was due, and no interest will accrue on the amount payable for the period from and after such Interest Payment
Date or Maturity, as the case may be, to the date of such payment on the next succeeding Business Day.
Business Day: Any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.
CUSIP / ISIN: 00914AAJ1 / US00914AAJ16
Optional Redemption
We may redeem the
Notes at our option, in whole or, from time to time, in part, on any date prior to December 15, 2025, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued
and unpaid interest, if any, thereon to, but excluding, the redemption date. On or after December 15, 2025, we may redeem the Notes at our option, in whole or, from time to time, in part, at a redemption price equal to 100% of the aggregate
principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
If
a Note is redeemed on or after a record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the holder of record as of such record date.
We generally will be required to provide notices of redemption not less than 30 days but not more than 60 days before the redemption date to
each holder whose Notes are to be redeemed at such holders registered address or otherwise in accordance with the procedures of the depositary. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will
state the portion of the principal amount thereof to be redeemed. Selection of the Notes for redemption in the case of any partial redemption will be made by the Trustee by lot in compliance with the applicable procedures of DTC, although no Note of
$2,000 in principal amount or less will be redeemed in part. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note upon written direction by
such holder.
Any redemption notice may, at our discretion, be subject to one or more conditions precedent, including completion of a
corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at our discretion, the date of redemption may be delayed until such time as any or all such conditions
shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was given), or such redemption may not occur and such notice may be rescinded in the
event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed.
Unless we default in payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption
from and after the applicable redemption date.
Applicable Premium means, with respect to a Note on any date of
redemption, the excess, if any, of (x) the present value as of such date of redemption of (i) 100% of the principal amount of such Note plus (ii) all required interest payments due on such Note through December 15, 2025, assuming such
Note matured on such date (excluding accrued but unpaid interest to, but excluding, the date of redemption), computed using a discount rate equal to the Applicable Treasury Rate as of such date of redemption plus 45 basis points, over (y) the
then outstanding principal of such Note.
PS-2