February 1, May 1, August 1 and November 1 of each year, commencing February 1, 2020 (except that if any such date is not a business day, interest will be payable on the
following business day, without adjustment for such delay). On and after the purchase contract settlement date or, if earlier, the optional remarketing settlement date, interest on each Note will be payable at the relevant reset rate (as defined
under When will the interest rate on the Notes be reset and what is the reset rate?), or if the interest rate has not been reset, at the initial interest rate of % per year. Except in the case where the Notes are
remarketed as floating-rate notes or in the case of a failed remarketing, following the purchase contract settlement date or, if applicable, the optional remarketing settlement date, interest on the Notes will be payable semi-annually. See
What is a remarketing? above.
When will the interest rate on the Notes be reset and what is the reset rate?
The interest rate on the Notes may be reset in connection with a successful remarketing as described above under What is an optional
remarketing? and What is a final remarketing? The reset rate or, if we elect to remarket the Notes as floating-rate notes, the reset spread, will be the interest rate or spread determined by the remarketing
agent, in consultation with us, as the rate or spread, as the case may be, the Notes should bear in order for the remarketing agent to remarket the Notes on the remarketing date for a price of at least 100% of the Treasury portfolio purchase price
plus the separate Notes purchase price, if any, in the case of an optional remarketing, or at least 100% of the aggregate principal amount of the Notes being offered in the remarketing, in the case of a final remarketing. In any case, the
reset rate of Notes remarketed as fixed-rate notes or, if we elect to remarket the Notes as floating-rate notes, the applicable interest rate index plus the reset spread, as applicable, may be higher or lower than the initial interest rate on
the Notes depending on the results of the remarketing and market conditions at that time. The interest rate on the Notes will not be reset if there is not a successful remarketing and the Notes will continue to bear interest at the initial interest
rate. The reset rate or, if we elect to remarket the Notes as floating-rate notes, the applicable interest rate index plus the reset spread, will not exceed the maximum rate permitted by applicable law.
When may the Notes be redeemed?
We may redeem the Notes at our option only if there has been a failed final remarketing. In that event, any Notes that remain outstanding after
the purchase contract settlement date will be redeemable on or after November 1, 2024 at our option, in whole or in part, at any time and from time to time, at a redemption price equal to the principal amount thereof plus accrued and
unpaid interest, if any, to but excluding the redemption date.
What happens if there is early settlement upon a fundamental change?
If we are involved in a transaction that constitutes a fundamental change (as defined below) prior to the 20th business day preceding the
purchase contract settlement date, you will have the right, other than during a blackout period and subject to certain conditions, to accelerate and settle a purchase contract early at the settlement rate determined as described under
Description of the Purchase ContractsEarly Settlement Upon a Fundamental Change, plus an additional make-whole amount of shares, or the make-whole shares, so long as at such time, if required under the U.S.
federal securities laws, there is in effect a registration statement covering any securities to be issued and delivered in connection with such fundamental change early settlement. We refer to this right as the fundamental change early
settlement right.
A fundamental change means (1) a person or group within the meaning of
Section 13(d) of the Exchange Act, has become the direct or indirect beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of shares of our common stock representing more than 50%
of the voting power of our common stock; (2) (A) we are involved in a consolidation with or merger into any other person, or any merger of another