Interest payable at the maturity of each series of the fixed rate notes will be payable to
the registered holders of such fixed rate notes to whom the principal is payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date, redemption date, Change of Control Payment Date or the maturity date of any of such series of the fixed rate
notes is not a business day, then payment of principal and interest will be made on the next succeeding business day. No interest will accrue on the amount so payable for the period from such interest payment date, redemption date, Change of Control
Payment Date or maturity date, as the case may be, to the date payment is made. A business day is any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City are authorized or
obligated by law or executive order to close.
Optional Redemption
The floating rate notes are not redeemable prior to maturity.
Prior to the relevant Par Call Date (as defined below), the Company may redeem each series of the fixed rate notes at its option, in whole or
in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming such series of fixed rate notes matured on the relevant Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the relevant Discount Rate (as defined below) less (b) interest accrued to the date of redemption, and
(2) 100% of the principal
amount of the fixed rate notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the relevant Par Call Date, the Company may redeem each series of the fixed rate notes, in whole or in part, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the fixed rate notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Par Call Date means, with respect to the 20 notes,
, 20 (the date that is months prior to the maturity date of the 20 notes), with
respect to the 20 notes, , 20 (the date that is months prior to the maturity
date of the 20 notes), with respect to the 20 notes, , 20 (the date that is
months prior to the maturity date of the 20 notes) and, with respect to the 20 notes,
, 20 (the date that is months prior to the maturity date of the 20 notes).
Discount Rate means, with respect to the 20 notes, the Treasury Rate plus basis
points, with respect to the 20 notes, the Treasury Rate plus basis points, with respect to the 20 notes, the Treasury Rate plus basis points and, with
respect to the 20 notes, the Treasury Rate plus basis points.
Treasury Rate
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Company or its designee after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third
business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System
designated as Selected Interest Rates (Daily) - H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any
successor caption or heading). In determining the Treasury Rate, the
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