[Reverse of Security]
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 between the Company and U.S. Bank National Association, as successor Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture) (the Base Indenture), as supplemented by the first supplemental indenture each dated as of February 16, 2021 (the First Supplemental Indenture and together with the Base Indenture, as so supplemented and as it may be hereafter supplemented and amended from time to time, the Indenture), and reference is hereby made to the Indenture 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 (the Series A Notes) initially limited in aggregate principal amount to $175,000,000.
As provided in and subject to the provisions in the Indenture, if (i) a Special Event shall occur and be continuing, the Company may, at its option, redeem the Series A Notes, in whole, but not in part, at a price equal to the Special Event Redemption Price and (ii) if there has been a Failed Final Remarketing, the Company may, at its option, redeem the Series A Notes, in whole or in part, from time to time on or after June 1, 2024, at a price equal to the Redemption Price, in each case, in accordance with Article Four of the Indenture and Article Three of the First Supplemental Indenture.
The Series A Notes shall be remarketed as provided in the First Supplemental Indenture and the Purchase Contract and Pledge Agreement. In connection with a Successful Remarketing, the Remarketing Agent(s), in consultation with the Company, may reset the interest rate. As provided in the First Supplemental Indenture, following any Successful Remarketing of the Series A Notes, the interest will be payable semi-annually, on March 1 and September 1 of each year and the Series A Notes will cease to be redeemable at the Companys option, other than in connection with a Special Event Redemption.
Pursuant to the First Supplemental Indenture, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of the Series A Notes will have the right to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date at a price per Series A Note to be purchased equal to the principal amount of the applicable Series A Note plus accrued and unpaid interest, if any, to the date of repurchase.
The Series A Notes are not subject to the operation of any sinking fund and, except as set forth in the First Supplemental Indenture, are not repayable at the option of a Holder thereof prior to the Stated Maturity.
The Indenture contains certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Prior to the Purchase Contract Settlement Date, the provisions of Sections 702 and 703 of the Base Indenture shall not apply to the Series A Notes.