Description of the Companys 4.50% Senior Notes due 2024

pay interest semiannually on April 1 and October 1 of each year;

pay interest to the person in whose name a note is registered at the close of business on the March 15 or September 15 preceding the interest payment date;

compute interest on the basis of a 360-day year consisting of twelve 30-day months;

make payments on the notes at the offices of the trustee and any paying agent; and

may make payments by wire transfer for notes held in book-entry form or by check mailed to the address of the person entitled to the payment as it appears in the note register.

100% of the principal amount of the notes to be redeemed; and

the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes matured on the applicable Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 30 basis points, plus accrued interest thereon to the date of redemption.

any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the holder or the beneficial owner of the notes and the relevant Tax Jurisdiction (other than any connection arising solely from the acquisition, ownership, holding or disposition of the notes, the enforcement of rights under the notes and/or the receipt of any payments in respect of the notes);

any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the notes to comply with any certification, identification, information, documentation, or other reporting requirements, including an application for relief under an applicable double Tax treaty, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction or is a resident of an applicable Tax treaty jurisdiction), but in each case, only to the extent the holder or the beneficial owner is legally eligible to provide such certification or documentation; provided, however, that in the event that any such requirements are imposed as a result of an amendment to, or change in, any laws, Tax treaties, regulations or rulings (or any official administrative or judicial interpretation thereof) after the Issue Date, this paragraph (2) will apply only if we notify the trustee, at least 30 days before any such withholding or deduction would be payable, that holders or beneficial owners must comply with such certification, identification, information, documentation or other reporting requirements;

any Taxes, to the extent such Taxes were imposed as a result of the presentation of a note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period);

any estate, inheritance, gift, transfer, personal property or similar Tax;

any Taxes payable otherwise than by deduction or withholding from payments made under or with respect to the notes;

any Taxes required to be withheld pursuant to the EC Council Directive on the Taxation of Savings Income in the Form of Interest Payments (Directive 2003/48/EC) (as amended by EC Counsel Directive 2014/48/EU on March 24, 2014) or any law implementing or complying with, or introduced in order to conform to, such Directive or any agreement between the European Union and any non-EU jurisdiction providing for equivalent measures;

any Taxes required to be withheld in respect of a payment of interest in respect of notes presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction by presenting the relevant note to another paying agent in a member state of the European Union; or

any combination of the above items.

any amendment to, or change in, the laws, Tax treaties or any regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which is announced and becomes effective after September 24, 2014 (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after September 24, 2014, such later date); or

any amendment to, or change in, an official interpretation or application regarding such laws, Tax treaties, regulations or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction which is announced and becomes effective after September 24, 2014 (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after September 24, 2014, such later date).

we default in the payment of interest on any note when the same becomes due and payable and the Default continues for a period of 30 days;

we default in the payment of the principal of any note when the same becomes due and payable at maturity, upon redemption or otherwise;

we pursuant to or within the meaning of any Bankruptcy Law shall:

commence a voluntary case,

consent to the entry of an order for relief against us in an involuntary case,

consent to the appointment of a Custodian of us for all or substantially all of the property of us, or

make a general assignment for the benefit of creditors; or

a court of competent jurisdiction enters into an order or decree under any Bankruptcy Law that:

is for relief against us in an involuntary case, or

appoints a Custodian of us or substantially all of the property of us, or

orders the liquidation of us, and the order or decree remains unstayed and in effect for 60 days.

reduce the principal amount of the outstanding notes whose holders must consent to an amendment, supplement or waiver;

reduce the principal of or change the fixed maturity of any notes or alter any of the provisions with respect to the redemption of the notes;

reduce the rate of or change the time for payment of interest on any note;

waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the holders of notes of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment Default that resulted from such acceleration);

make any note payable in money other than that stated in the note;

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on the notes;

waive a redemption payment with respect to any note;

cause the notes to become subordinated in right of payment to any other Indebtedness; or

make any change in the foregoing amendment and waiver provisions.

to cure any ambiguity, defect or inconsistency;

to provide for uncertificated notes in addition to or in place of certificated notes or to alter the provisions of the indenture related to the forms of notes (including the related definitions) in a manner that does not adversely affect any holder in any material respect;

to provide for the assumption of our obligations to the holders of the notes by a successor to us pursuant to provisions of the indenture;

to make any change that would provide any additional rights or benefits to the holders of the notes or that does not adversely affect the legal rights hereunder of any such holder in any material respect or to surrender any right or power conferred upon us;

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

to change or eliminate any of the provisions of the indenture; provided that any such change or elimination becomes effective only when there are no outstanding notes created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by the change in or elimination of the provision;

to supplement any of the provisions of the indenture to such extent necessary to permit or facilitate the defeasance and discharge of notes pursuant to the indenture; provided, that any such action does not adversely affect the interest of the holders of the notes in any material respect;

to evidence and provide the acceptance of the appointment of a successor trustee pursuant to the terms thereof; and

to add a guarantor of the notes.

we will be discharged from our obligations with respect to notes ("legal defeasance"); or

we will no longer have any obligation to comply with any restrictive covenants with respect to the notes and the related Events of Default will no longer apply ("covenant defeasance").

either

all such notes theretofore authenticated and delivered (other than (i) such notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture and (ii) such notes for whose payment money has theretofore been deposited in trust or segregated and

all such notes not theretofore delivered to the trustee for cancellation:

have become due and payable,

will become due and payable at their Stated Maturity within one year, or

are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name and at our expense;

we have paid or caused to be paid all other sums payable by us with respect to the notes; and

we have delivered to the trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent provided in the indenture or relating to the satisfaction and discharge of the indenture with respect to the notes have been complied with.

all indebtedness for borrowed money (whether full or limited recourse);

all obligations evidenced by bonds, debentures, notes or other similar instruments;

all obligations under letters of credit or other similar instruments, other than standby letters of credit, performance bonds and other obligations issued in the ordinary course of business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third business day following demand for reimbursement;

all obligations to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred in the ordinary course of business;

all Capitalized Lease Obligations;

all Indebtedness of others secured by a Lien on any asset of the Person in question (provided that if the obligations so secured have not been assumed in full or are not otherwise fully the Person's legal liability, then such obligations may be reduced to the value of the asset or the liability of the Person); or

all Indebtedness of others (other than endorsements in the ordinary course of business) guaranteed by the Person in question to the extent of such guarantee.