Capitalized terms used but not defined herein shall have the meaning given to such terms in the Indenture.
1. The title of the series of Securities authorized hereby shall be the 2.300% Senior Notes due 2030 (the Notes) of the Company.
2. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture in accordance with this Officers Certificate is initially limited to $900,000,000, except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 906, 1107 or 1303 of the Indenture and except for any Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered under the Indenture; provided, however, that the Company may, without the consent of the Holders of the Notes, create and issue additional notes ranking equally with the Notes and otherwise similar in all respects so that such further notes would be consolidated and form a single series of the Notes.
3. The principal of the Notes shall be payable on November 15, 2030.
4. The Notes shall bear interest at the rate of 2.300% per annum from the most recent May 15 or November 15 for which interest has been paid or duly provided for. Interest on the Notes shall be payable semi-annually on May 15 and November 15, commencing November 15, 2020, until the principal thereof is paid or made available for payment. Each such May 15 or November 15 shall be an Interest Payment Date for the Notes. The May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date shall be the Regular Record Date for the Interest payable on such Interest Payment Date.
5. The principal of and interest on the Notes shall be payable at the corporate trust office of the Trustee in Chicago, Illinois; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee inside the United States.
6. The Notes shall not be entitled to the benefit of any sinking fund and shall not be convertible or exchangeable into shares of the Companys Common Stock.
7. The Notes shall be registered as Registered Securities.
8. The Notes shall be permanently issued as Global Securities under an arrangement with The Depository Trust Company (DTC). The Notes will not be delivered to beneficial owners in definitive form unless and until the DTC is removed as the depositary and no successor depositary can be found, or, with respect to holders of beneficial interests in the Notes who hold such interests directly or indirectly through Clearstream Banking, societe anonyme (Clearstream) or Euroclear Bank, as operator of the Euroclear System (Euroclear), in the event that Clearstream or Euroclear, as applicable, notifies the Company that it is unwilling or unable to continue as a clearing system in connection with the Global Securities.