REVERSE 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 (the Original Indenture), dated as of March 11, 2016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the Trustee, which term includes any successor trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as of March 11, 2016, between the Company and the Trustee (Supplemental Indenture No. 1; the Original Indenture, as so amended and supplemented, the Base Indenture) and as further supplemented by Supplemental Indenture No. 4, dated as of June 26, 2020, between the Company and the Trustee (Supplemental Indenture No. 4; the Base Indenture as so further supplemented, the Indenture), to which Indenture 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 of 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, initially limited in aggregate principal amount to $500,000,000.
All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture.
Principal of, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the Companys option, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the account of The Depository Trust Company, New York, New York (DTC) will be made through the facilities of the common depositary.
The Paying Agent, transfer agent and Security Registrar with respect to the Notes shall initially be the Trustee.
The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes of this series are not entitled to the benefit of any sinking fund.
At any time prior to November 30, 2027, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the Make-Whole Redemption Price) equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; and
(ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) from the Redemption Date to November 30, 2027, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points;
together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but not including, the Redemption Date.
At any time on or after November 30, 2027, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the Par Redemption Price and together with the Make-Whole Redemption Price, each an Optional Redemption Price) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the Redemption Date.
If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes, the Company shall make an offer (the Change of Control Offer) to repurchase all or, at the Holders option, any part (equal to $2,000 or any multiple of $1,000 in excess thereof) of each Holders Notes at 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase (the Change of Control Purchase Price) in accordance with the procedures set forth herein and in Supplemental Indenture No. 4.