[Reverse of Security]
Indenture. This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of September 7, 2018, as supplemented by a Fourth Supplemental Indenture, dated as of May 28, 2020 (as so supplemented, herein called the Indenture), between the Company and The Bank of New York Mellon (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000.
Optional Redemption. At the Companys option, the Securities of this series may be redeemed in whole, at any time or in part, from time to time prior to February 28, 2030 (three months prior to the Stated Maturity of the Securities (the Par Call Date, and the date of any such redemption a Redemption Date)). The redemption price (the Redemption Price) of the Securities will be equal to the greater of the following amounts:
(a) 100% of the principal amount of the Securities being redeemed on the applicable Redemption Date, and
(b) the sum of the present value of the remaining scheduled payments (through the Par Call Date assuming for such purpose that the Securities being redeemed matured on the Par Call Date) of principal and interest on the Securities being redeemed on such Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such Redemption Date) discounted to such Redemption Date on a semi-annual basis at the Treasury Rate (as defined below), as determined by the Independent Investment Banker (as defined below), plus 15 basis points;
plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the Securities being redeemed to, but excluding, the Redemption Date.
The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Once notice of redemption is mailed by the Company, the Securities called for redemption will become due and payable on the applicable Redemption Date at the applicable Redemption Price.
For purposes of determining the Redemption Price, the following definitions are applicable:
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed (assuming that the Securities to be redeemed matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.
Comparable Treasury Price means (A) the average of the Reference Treasury Dealer Quotations for the applicable Redemption Date and applicable Securities to be redeemed, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of such Reference Treasury Dealer Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.