[REVERSE SIDE OF NOTE]
This Note is one of a duly authorized issue of securities of the Company (herein called the Notes) issued and to be issued in one or more series under an indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the Trustee, which term includes any successor trustee), as further supplemented by an Officers Certificate and Company Order, dated May 18, 2020, pursuant to Section 301 of the indenture (together, the Indenture) between the Company and the Trustee, 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 Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to $1,000,000,000; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without the consent of the Holders of the Notes of this series, issue additional notes with the same terms as the Notes of this series, and such additional notes shall be considered part of the same series under the Indenture as the Notes of this series.
This Note is redeemable, in whole or in part, at any time and from time to time before November 15, 2039 (six months prior to its Stated Maturity), at the option of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on this Note to be redeemed (excluding the portion of any such interest accrued to the Redemption Date) that would be due if this Note matured on November 15, 2039, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield (as defined below), plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date.
At any time on or after November 15, 2039 (six months prior to its Stated Maturity), this Note will be redeemable, in whole or in part at any time and from time to time, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of this Note to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
For this purpose, the following terms have the following meanings:
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Treasury Yield means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity or interpolated (on a day-count basis) yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.
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Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker appointed by the Trustee after consultation with the Company as having an actual or interpolated maturity comparable to the remaining term of this Note being redeemed (assuming that the Notes matured on November 15, 2039), or such other maturity 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 this Note being redeemed.
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Comparable Treasury Price means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.