obligations under the registration rights agreement. Interest on the notes will accrue from and including June 30, 2020. The notes will mature and become payable, unless earlier redeemed, on
June 30, 2030.
From and including June 30, 2020, or from the most recent date to which interest has been paid or duly provided
for, to but excluding June 30, 2025, the New Notes will bear interest at a fixed rate equal to 7.00% per year, payable semi-annually in arrears on June 30 and December 30 of each year (each a Fixed Interest Payment Date),
beginning on December 30, 2020, and interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
From and including June 30, 2025, to but excluding the maturity date or earlier redemption date (the Floating Rate Period),
the New Notes will bear interest at an annual floating rate, reset quarterly, equal to the then-current Three-Month Term SOFR, plus a spread of 687.5 basis points, provided however, that in the event the Three-Month Term SOFR (or other applicable
Benchmark) is less than zero, Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. A Floating Rate Interest Period means the period from, and including, each Floating Interest Payment Date (as defined below) to,
but excluding, the next succeeding Floating Interest Payment Date, except for the initial Floating Rate Interest Period, which will be the period from, and including, June 30, 2025 to, but excluding, the next succeeding Floating Interest
Payment Date.
During the Floating Rate Period, interest on the New Notes will be payable quarterly in arrears on March 30,
June 30, September 30 and December 30 of each year (each a Floating Interest Payment Date and, together with any Fixed Interest Payment Date, an Interest Payment Date), commencing on September 30, 2025,
and interest will be computed on the basis of the actual number of days in a Floating Rate Interest Period and a 360-day year.
For the purpose of calculating the interest on the New Notes for each interest period during the Floating Rate Period when the Benchmark is
Three-Month Term SOFR, Three-Month Term SOFR means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the calculation agent
after giving effect to the Three-Month Term SOFR Conventions. See Calculation Agent. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. We will act as the initial calculation agent.
The following definitions apply to the following discussion of Three-Month Term SOFR:
Benchmark means, initially, Three-Month Term SOFR; provided that if the calculation agent determines on or prior to the Reference
Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then Benchmark means the applicable Benchmark Replacement.
FRBNYs Website means the website of the FRBNY at http://www.newyorkfed.org, or any successor source. The foregoing Internet
website is an inactive textual reference only, meaning that the information contained on the website is not part of this prospectus or incorporated by reference herein.
interest period means the period from and including the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the original issue date of the notes to, but excluding, the applicable Interest Payment Date or the maturity date or date of earlier
redemption, if applicable.
Reference Time with respect to any determination of the Benchmark means: (i) if the Benchmark
is Three-Month Term SOFR, the time determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions, and (ii) if the Benchmark is not Three-Month Term SOFR, the time determined by the calculation agent after
giving effect to the Benchmark Replacement Conforming Changes.
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