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: 00914AAU6 / US00914AAU60
Optional Redemption
Prior to
January 1, 2028 (the Par Call Date), we may redeem the Notes, at our 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 the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal
amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption
date.
On or after the Par Call Date, we may redeem the Notes, at our option, 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 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 10 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. We shall notify holders of any
such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or we are not able or willing to waive such conditions precedent. Once notice of
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