This Security is one of a duly authorized issue of debt securities of the Company, issued and to be issued in one or more series under an Indenture, dated as of September 17, 2004 (herein called the Indenture), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture, all indentures supplemental thereto, and the Officers Certificate dated May 4, 2020, setting forth the terms of the debt securities of this series, reference is hereby made for a statement of the respective rights, limitation of rights, duties, and immunities thereunder of the Company, the Trustee, and the holders of the Securities (as defined below) and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated as 4.750% Notes due 2023 (the Securities). This Security is a Global Security representing a portion of the Securities, initially limited in aggregate principal amount to $750,000,000, but subject to the right of the Company to issue and sell additional Securities in the future without the consent of the holders thereof. Any additional securities of this series, together with this Security, shall constitute a single series under the Indenture.
The Securities shall be redeemable, at the option of the Company, in whole or in part, at any time, on at least 10 days but not more than 60 days prior notice sent to the registered address of each holder of Securities to be so redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be so redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities through the maturity date (exclusive of interest accrued to the redemption date) discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined herein) plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date. The redemption is subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or before the date of redemption.
If fewer than all of the Securities are to be redeemed at any time, selection of Securities for redemption will be made by the Trustee in such manner as the trustee deems appropriate and fair (or, in the case of Securities issued in global form, by such other method as the DTC may require); provided, however, that the Securities will be redeemed only in the minimum denominations of $2,000 and integral multiples thereof of $1,000.
For purposes of determining the redemption price, the following definitions shall apply:
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed (the Remaining Life) 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 Life.
Comparable Treasury Price means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date.
Quotation Agent means one of the Reference Treasury Dealers appointed by the Company.
Reference Treasury Dealer means each of BofA Securities, Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company and the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.
Treasury Rate means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity or interpolated yield (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Quotation Agent on the third Business Day preceding such redemption date.