THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK
, NEW YORK
) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.,
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
5.50% Senior Notes due 2041
||CUSIP NO. 049560 AK1
||ISIN NO. US049560AK13
Corporation, a Texas
(herein called the Company, which term includes any successor
entity under the Indenture, hereinafter defined), for value
received, hereby promises to pay to Cede & Co. or registered assigns
the principal sum of FOUR HUNDRED MILLION DOLLARS ($400,000,000) on
June 15, 2041 (the Maturity Date), at the office or agency of the
Company referred to below, and to pay interest thereon from June 10,
2011, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears
on June 15 and December 15 in each year (each, an Interest Payment
Date), beginning December 15, 2011 at 5.50% per annum until the
principal hereof is paid or duly provided for.
Any payment of principal or interest required to be made on a day that is not a Business Day need
not be made on such day, but may be made on the next succeeding Business Day with the same force
and effect as if made on such day and no interest shall accrue as a result of such delayed payment.
Interest payable on each Interest Payment Date will include interest accrued from and including
June 10, 2011, or from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person (the Holder) in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the June
1 or December 1 (whether or not a Business Day) next preceding such Interest Payment Date (a
Regular Record Date). Any such interest not so punctually paid or duly provided for (Defaulted
Interest) will forthwith cease to be payable to the Holder on such Regular Record Date and either
may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a special record date (the Special Record Date) for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to herein), notice whereof
shall be given to the Holder of this Security not less than ten days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more fully provided in the
For purposes of this Security, Business Day means any day that, in the city of the principal
Corporate Trust Office of the Trustee and in the City of New York
, is neither a Saturday, Sunday,
or legal holiday nor a day on which banking institutions are authorized or required by law or
regulation to close.
Payment of the principal of (and premium, if any) and interest on this Security will be made at the
office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City
of New York
, or at such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. So long as this Security remains
in book-entry form, all payments of principal and interest will be made by the Company in
immediately available funds.
Unless the certificate of authentication hereon has been duly executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the Company, designated as
the 5.50% Senior Notes due 2041 (the Securities), issued under an Indenture dated as of March 26,
2009, as it may be supplemented from time to time (referred to herein as the Indenture), between
the Company and U.S. Bank National Association, as trustee (referred to herein as the Trustee,
which term includes any successor trustee under the Indenture with respect to the series of which
this Security is a part). A reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties, obligations 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, except as otherwise provided herein.
The Securities are initially limited to $400,000,000 aggregate principal amount. The
Company may, at any time, without the consent of the Holders of the Securities, create and issue
additional securities having the same ranking, interest rate, maturity and other terms as the
Securities. Any such additional securities shall be consolidated and form the same series of the
Securities having the same terms as to status, redemption and otherwise as the Securities under the
Events of Default. If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the effect provided in
Optional Redemption. The Securities will be redeemable prior to maturity at the
Companys option, at any time in whole or from time to time in part. Prior to December 15, 2040,
the Redemption Price will be equal to the greater of:
(a) 100% of the principal amount of the Securities to be redeemed, and
(b) as determined by the Quotation Agent, the sum of the present values of the Remaining
Scheduled Payments of principal and interest on the Securities to be redeemed discounted to the
Redemption Date on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months
at the Adjusted Treasury Rate plus 20 basis points;
plus, in each case, accrued and unpaid interest on the principal
amount of Securities being redeemed to the Redemption Date.
At any time on or after December 15, 2040, the Redemption Price will
be equal to 100% of the principal amount of the Securities to be
redeemed, plus accrued and unpaid interest thereon to the Redemption
Adjusted Treasury Rate means, for any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price of the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that Redemption Date.
Comparable Treasury Issue means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Securities to be
redeemed that would be used, at the time of a selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities to be redeemed.
Comparable Treasury Price means, for any Redemption Date, the Reference Treasury Dealer
Quotation for that Redemption Date.
Quotation Agent means the Reference Treasury Dealer appointed by the Company.
Reference Treasury Dealer means each of BNP Paribas Securities Corp., Morgan Stanley & Co. LLC,
UBS Securities LLC and a Primary Treasury Dealer (as defined below) selected by Wells Fargo
Securities, LLC, and any of their successors; provided, however, if any of the foregoing ceases to
be a primary U.S. government securities dealer in New York
City (a Primary Treasury Dealer), the
Company will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, 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 Trustee by such Reference Treasury Dealer by 5:00 p.m. on the third Business Day
preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be redeemed, the
remaining scheduled payments of the principal and interest on such Security that would be due after
the related Redemption Date but for such redemption; provided, however, that if such Redemption
Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment
on such Security will be reduced by the amount of interest accrued on such Security to such
In the event that less than all of the Securities are to be redeemed at any time, selection of such
Securities for redemption will be made by The Depository Trust Company (DTC) during any period
the Securities are issued in the form of a global security registered in the name of DTC or a
nominee thereof; provided that during any period the Securities are issued in certificated form,
the selection of such Securities for redemption will be made by the Trustee by lot or by such other
method as the Trustee in its sole discretion shall deem fair and appropriate. A partial redemption
shall not reduce the portion of the principal amount of a Security not redeemed to a principal
amount of less than $2,000. Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days before the Redemption Date, to each Holder
of Securities to be redeemed, at its address as shown in the Security Register. If the
Securities are to be redeemed in part only, the notice of redemption that relates to such
Securities shall state the portion of the principal amount thereof to be redeemed. A new Security
in a principal amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon surrender for cancellation of the original Security. On and
Redemption Date, interest will cease to accrue on Securities or portions thereof called for
redemption unless the Company defaults in the payment of the Redemption Price.
Sinking Fund. This Security does not have the benefit of any sinking fund obligations.
Modification and Waivers; Obligations of the Company Absolute. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities. Certain limited
amendments may be effected under the Indenture at any time by the Company and the Trustee without
the consent of any Holders of the Securities. Certain other amendments affecting the Securities
may only be effected under the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture
also contains provisions permitting the Holders of not less than a majority in principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to
waive compliance by the Company with certain provisions of the Indenture affecting the Securities.
Furthermore, provisions in the Indenture permit the Holders of not less than a majority in
principal amount of the Outstanding Securities to waive on behalf of all of the Holders of all
Outstanding Securities certain past defaults under the Indenture in respect of the Securities and
their consequences. Any such consent or waiver by or on behalf of the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at
any time of (a) the entire indebtedness of the Company represented by this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to this Security.
Authorized Denominations. The Securities are issuable only in registered form, without
coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Registration of Transfer or Exchange. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable on the Security
Register of the Company, upon surrender of this Security for registration of transfer at the office
or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
transferee or transferees. At the date of the original issuance of this Security such office or
agency of the Company is maintained by U.S. Bank National Association, 1349 West Peachtree Street,
Suite 1050, Atlanta, Georgia
As provided in the Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any registration of transfer or exchange or redemption of
Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp
or similar issue or transfer taxes or other governmental charges payable in connection with any
registration of transfer or exchange.
Prior to the time of due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the
Defined Terms. All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
. This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York
, without regard to conflicts of laws principles
that would apply any other law.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Name: Dwala Kuhn
||Title: Corporate Secretary
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned
|Dated: , 2011
||U.S. Bank National Association,
To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to
(Insert assignees social security or tax I.D. no.)
(Print or type assignees name, address and zip code)
agent to transfer this Security on the books of the Company. The
agent may substitute another to act for him.
(sign exactly as name appears on the other side of this
Signature guaranteed by: ____________________