Exhibit 4.1
SUPPLEMENTAL INDENTURE NO. 3
THIS SUPPLEMENTAL
INDENTURE No. 3, dated as of October 11, 2019 (this “Supplemental Indenture”), among CIGNA CORPORATION,
a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Cigna
Holding Company, a corporation duly organized and existing under the laws of the State of Delaware (“Cigna”),
Express Scripts Holding Company, a corporation duly organized and existing
under the laws of the State of Delaware (“Express Scripts” and, together with Cigna, the “Guarantors”)
and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United
States of America, as trustee and collateral agent (the “Trustee”).
RECITALS OF THE COMPANY:
WHEREAS,
the Company and the Trustee are parties to an Indenture, dated as of September 17, 2018 (the “Base Indenture”
and, as amended and otherwise modified on or prior to the date hereof, and as supplemented by this Supplemental Indenture No. 3,
the “Indenture”), relating to the issuance from time to time by the Company of its Securities on terms to be
specified at the time of issuance;
WHEREAS,
Section 9.01(7) of the Base Indenture provides that the Company may enter into a supplemental indenture to establish the terms
and provisions of Securities of any series issued pursuant to the Indenture;
WHEREAS,
the Company desires to issue 23 separate series of Securities, and has duly authorized the creation and issuance of such Securities
and the execution and delivery of this Supplemental Indenture to modify the Base Indenture and provide certain additional provisions
as hereinafter described;
WHEREAS,
the parties hereto deem it advisable to enter into this Supplemental Indenture for the purpose of establishing the terms of such
Securities, providing for the rights, obligations and duties of the Trustee with respect to such Securities; and
WHEREAS,
all conditions and requirements of the Base Indenture necessary to make this Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been performed and fulfilled by the parties hereto.
NOW, THEREFORE,
for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by
the parties hereto, the parties hereto agree as follows:
Article
1
Definitions
Section 1.01.
Definitions.
(a)
For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise
requires:
“Applicable
Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest
therein, the rules and procedures of the Depository for such Global Note, Euroclear and Clearstream, in each case to the extent
applicable to such transaction and as in effect from time to time.
“Business
Day,” means any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to be closed.
“Clearstream”
means Clearstream Banking, S.A., Luxembourg.
“Definitive
Note” means a certificated Note bearing, if required, the appropriate Restricted Notes Legend set forth in Section 2.11(e).
“Depository”
means The Depository Trust Company, its nominees and their respective successors.
“Designated
Subsidiary” means each of Cigna, Connecticut General Life Insurance Company, Life Insurance Company of North America,
Express Scripts, Express Scripts, Inc. and Medco Health Solutions, Inc., so long as it remains a Subsidiary, or any Subsidiary
which is a successor of a Designated Subsidiary.
“Domestic
Subsidiary” means a Subsidiary that is organized or established under the laws of the United States of America, any state
thereof or the District of Columbia.
“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.
“Exchange
Notes” has the meaning specified in the Registration Rights Agreement.
“Global
Notes Legend” means the legend set forth in Section 2.11(e)(i).
“Guarantors”
means each of Cigna and Express Scripts from and after the date, if any, that such entity executes a supplemental indenture until
the date that such entity is released from its Guarantee pursuant to Section 3.03 hereof or otherwise.
“Initial
Notes” means the Notes issued pursuant to this Supplemental Indenture on the date hereof.
“Interest
Payment Date” when used with respect to any Notes, means the date specified in such Notes as the fixed date on which
an installment of interest is due and payable.
“Notes
Custodian” means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.
“Offering
Memorandum” means the Company’s offering memorandum and consent solicitation statement, dated as of September 26,
2018, relating to the offering of the Initial Notes.
“Qualified
Institutional Buyer” or “QIB” has the meaning specified in Rule 144A promulgated under the Securities
Act.
“Record
Date” means the close of business on the date that is fifteen (15) calendar days prior to the date on which interest
is scheduled to be paid, regardless of whether such date is a Business Day; provided that if any of the Notes are held by
a securities depositary in book-entry form, the record date for such Notes will be the close of business on the Business Day immediately
preceding the date on which interest is scheduled to be paid.
“Registered
Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of
Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of
Exchange Notes registered under the Securities Act.
“Registration
Rights Agreement” means the Registration Rights Agreement dated as of October 11, 2019, among the Company and the Guarantors.
“Regulation
S” means Regulation S promulgated under the Securities Act.
“Regulation
S Notes” means all Notes offered and sold in an offshore transaction in reliance on Regulation S.
“Restricted
Notes Legend” means the legend set forth in Section 2.11(e)(ii).
“Restricted
Period” means with respect to any Notes the period that is 40 consecutive days beginning on and including the later of
(i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities
Act) in reliance on Regulation S and (ii) the date of original issuance with respect to such Notes.
“Rule 144”
means Rule 144 promulgated under the Securities Act.
“Rule 144A”
means Rule 144A promulgated under the Securities Act.
“Rule 144A
Notes” means all Notes offered and sold to purchasers reasonably believed to be QIBs in reliance on Rule 144A.
“Securities
Act” means the U.S. Securities Act of 1933, as amended.
“Stated
Maturity” means, with respect to each series, the relevant date set forth in Section 2.03.
“Transfer
Restricted Note” means any Note that bears or is required to bear a Restricted Notes Legend.
(b)
The terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the
singular.
(c)
terms used herein without definition shall have the meanings specified in the Base Indenture.
(d)
All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of
this Supplemental Indenture.
(e)
The terms “herein,” “hereof,” “hereunder” and other words of similar
import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.
(f)
All references to “interest” on the Notes shall be deemed to include any additional interest thereof pursuant
to the Registration Rights Agreement.
Section 1.02.
Index of Defined Terms.
|
Term
|
Section
|
|
4.500% Notes due 2021
|
2.01(a)
|
|
4.000% Notes due 2022
|
2.01(b)
|
|
8.30% Notes due 2023
|
2.01(c)
|
|
7.65% Notes due 2023
|
2.01(d)
|
|
3.250% Notes due 2025
|
2.01(e)
|
|
7.875% Notes due 2027
|
2.01(f)
|
|
3.050% Notes due 2027
|
2.01(g)
|
|
8.30% Step-Down Notes due 2033
|
2.01(h)
|
|
6.150% Notes due 2036
|
2.01(i)
|
|
5.875% Notes due 2041
|
2.01(j)
|
|
5.375% Notes due 2042
|
2.01(k)
|
|
3.875% Notes due 2047
|
2.01(l)
|
|
3.300% Notes due 2021
|
2.01(m)
|
|
4.750% Notes due 2021
|
2.01(n)
|
|
3.900% Notes due 2022
|
2.01(o)
|
|
3.050% Notes due 2022
|
2.01(p)
|
|
3.000% Notes due 2023
|
2.01(q)
|
|
3.50% Notes due 2024
|
2.01(r)
|
|
4.500% Notes due 2026
|
2.01(s)
|
|
3.400% Notes due 2027
|
2.01(t)
|
|
6.125% Notes due 2041
|
2.01(u)
|
|
4.800% Notes due 2046
|
2.01(v)
|
|
4.125% Notes due 2020
|
2.01(w)
|
|
Additional Notes
|
2.02(y)
|
|
Agent Members
|
2.10(c)(ii)
|
|
Applicable Procedures
|
1.01(a)
|
|
Base Indenture
|
Recitals
|
|
Below Investment Grade Rating Event
|
2.13(e)
|
|
Business Day
|
1.01(a)
|
|
Change of Control
|
2.13(e)
|
|
Change of Control Offer
|
2.13(a)
|
|
Change of Control Payment
|
2.13(a)
|
|
Change of Control Payment Date
|
2.13(a)
|
|
Change of Control Triggering Event
|
2.13(e)
|
|
Cigna
|
1.01(a)
|
|
Clearstream
|
1.01(a)
|
|
Company
|
Preamble
|
|
Comparable Treasury Issue
|
2.14(d)
|
|
Comparable Treasury Price
|
2.14(d)
|
|
Definitive Note
|
1.01(a)
|
|
Depository
|
1.01(a)
|
|
Designated Subsidiary
|
1.01(a)
|
|
Domestic Subsidiary
|
1.01(a)
|
|
Euroclear
|
1.01(a)
|
|
Exchange Act
|
2.13(b)
|
|
Exchange Notes
|
1.01(a)
|
|
Express Scripts
|
1.01(a)
|
|
Fitch
|
2.13(e)
|
|
Guarantee
|
3.01(a)
|
|
Guarantee Release Condition
|
3.03(a)
|
|
Guarantors
|
1.01(a)
|
|
Indenture
|
Recitals
|
|
Independent Investment Banker
|
2.14(d)
|
|
Initial Notes
|
1.01(a)
|
|
Interest Payment Date
|
1.01(a)
|
|
Investment Grade Rating
|
2.13(e)
|
|
Make-Whole Basis Points
|
2.14(d)
|
|
Moody’s
|
2.13(e)
|
|
nationally recognized statistical rating organization
|
1.01(a)
|
|
Notes
|
2.01(w)
|
|
Notes Custodian
|
1.01(a)
|
|
Offering Memorandum
|
Section 1.01(a)
|
|
Par Call Date
|
2.14(d)
|
|
person
|
Section 2.13(e)
|
|
Primary Treasury Dealer
|
2.14(d)
|
|
QIB
|
1.01(a)
|
|
Qualified Institutional Buyer
|
1.01(a)
|
|
Rating Agencies
|
2.13(e)
|
|
Record Date
|
1.01(a)
|
|
Reference Treasury Dealer
|
2.14(d)
|
|
Reference Treasury Dealer Quotations
|
2.14(d)
|
|
Registered Exchange Offer
|
1.01(a)
|
|
Registration Rights Agreement
|
1.01(a)
|
|
Regular Record Date
|
Section 2.04(z)
|
|
Regulation S
|
1.01(a)
|
|
Regulation S Global Note
|
2.10(b)(i)(B)
|
|
Regulation S Notes
|
1.01(a)
|
|
Restricted Notes Legend
|
1.01(a)
|
|
Restricted Period
|
1.01(a)
|
|
Rule 144
|
1.01(a)
|
|
Rule 144A
|
1.01(a)
|
|
Rule 144A Global Note
|
2.10(b)(i)(B)
|
|
Rule 144A Notes
|
1.01(a)
|
|
S&P
|
2.13(e)
|
|
Securities Act
|
1.01(a)
|
|
Stated Maturity
|
1.01(a)
|
|
Supplemental Indenture
|
Preamble
|
|
Transfer Restricted Note
|
1.01(a)
|
|
Treasury Rate
|
2.14(d)
|
|
Trustee
|
Preamble
|
|
voting stock
|
2.13(e)
|
Article
2
The Notes
Section 2.01.
Title of Securities. There shall be:
(a)
a series of Securities designated the “4.500% Notes due 2021” of the Company (the “4.500% Notes due
2021”);
(b)
a series of Securities designated the “4.000% Notes due 2022” of the Company (the “4.000% Notes due
2022”);
(c)
a series of Securities designated the “8.30% Notes due 2023” of the Company (the “8.30% Notes due 2023”);
(d)
a series of Securities designated the “7.65% Notes due 2023” of the Company (the “7.65% Notes due 2023”);
(e)
a series of Securities designated the “3.250% Notes due 2025” of the Company (the “3.250% Notes due
2025”);
(f)
a series of Securities designated the “7.875% Notes due 2027” of the Company (the “7.875% Notes due
2027”);
(g)
a series of Securities designated the “3.050% Notes due 2027” of the Company (the “3.050% Notes due
2027”);
(h)
a series of Securities designated the “8.30% 2033 Step-Down Notes” of the Company (the “8.30% 2033
Step-Down Notes due 2033”);
(i)
a series of Securities designated the “6.150% Notes due 2036” of the Company (the “6.150% Notes due
2036”);
(j)
a series of Securities designated the “5.875% Notes due 2041” of the Company (the “5.875% Notes due
2041”);
(k)
a series of Securities designated the “5.375% Notes due 2042” of the Company (the “5.375% Notes due
2042”);
(l)
a series of Securities designated the “3.875% Notes due 2047” of the Company (the “3.875% Notes due
2047”);
(m)
a series of Securities designated the “3.300% Notes due 2021” of the Company (the “3.300% Notes due
2021”);
(n)
a series of Securities designated the “4.750% Notes due 2021” of the Company (the “4.750% Notes due
2021”);
(o)
a series of Securities designated the “3.900% Notes due 2022” of the Company (the “3.900% Notes due
2022”);
(p)
a series of Securities designated the “3.050% Notes due 2022” of the Company (the “3.050% Notes due
2022”);
(q)
a series of Securities designated the “3.000% Notes due 2023” of the Company (the “3.000% Notes due
2023”);
(r)
a series of Securities designated the “3.50% Notes due 2024” of the Company (the “3.50% Notes due 2024”);
(s)
a series of Securities designated the “4.500% Notes due 2026” of the Company (the “4.500% Notes due
2026”);
(t)
a series of Securities designated the “3.400% Notes due 2027” of the Company (the “3.400% Notes due
2027”);
(u)
a series of Securities designated the “6.125% Notes due 2041” of the Company (the “6.125% Notes due
2041”);
(v)
a series of Securities designated the “4.800% Notes due 2046” of the Company (the “4.800% Notes due
2046”);
(w)
a series of Securities designated the “4.125% Notes due 2020” of the Company (the “4.125% Notes due
2020” and, together with the 4.500% Notes due 2021, the 4.000% Notes due 2022, the 8.30% Notes due 2023, the 7.65% Notes
due 2023, the 3.250% Notes due 2025, the 7.875% Notes due 2027, the 3.050% Notes due 2027, the 8.30% 2033 Step-Down Notes, the
6.150% Notes due 2036, the 5.875% Notes due 2041, the 5.375% Notes due 2042, the 3.875% Notes due 2047, the 3.300% Notes due 2021,
the 4.750% Notes due 2021, the 3.900% Notes due 2022, the 3.050% Notes due 2022, the 3.000% Notes due 2023, the 3.50% Notes due
2024, the 4.500% Notes due 2026, the 3.400% Notes due 2027, the 6.125% Notes due 2041 and the 4.800% Notes due 2046, the “Notes”).
Section 2.02.
Limitation of Aggregate Principal Amount.
(a)
The aggregate principal amount of the 4.500% Notes due 2021 shall initially be limited to $300,000,000.
(b)
The aggregate principal amount of the 4.000% Notes due 2022 shall initially be limited to $750,000,000.
(c)
The aggregate principal amount of the 8.30% Notes due 2023 shall initially be limited to $16,860,000.
(d)
The aggregate principal amount of the 7.65% Notes due 2023 shall initially be limited to $100,000,000.
(e)
The aggregate principal amount of the 3.250% Notes due 2025 shall initially be limited to $900,000,000.
(f)
The aggregate principal amount of the 7.875% Notes due 2027 shall initially be limited to $259,483,000.
(g)
The aggregate principal amount of the 3.050% Notes due 2027 shall initially be limited to $600,000,000.
(h)
The aggregate principal amount of the 8.30% 2033 Step-Down Notes shall initially be limited to $45,354,000.
(i)
The aggregate principal amount of the 6.150% Notes due 2036 shall initially be limited to $190,498,000.
(j)
The aggregate principal amount of the 5.875% Notes due 2041 shall initially be limited to $120,523,000.
(k)
The aggregate principal amount of the 5.375% Notes due 2042 shall initially be limited to $317,282,000.
(l)
The aggregate principal amount of the 3.875% Notes due 2047 shall initially be limited to $1,000,000,000.
(m)
The aggregate principal amount of the 3.300% Notes due 2021 shall initially be limited to $500,000,000.
(n)
The aggregate principal amount of the 4.750% Notes due 2021 shall initially be limited to $1,250,000,000.
(o)
The aggregate principal amount of the 3.900% Notes due 2022 shall initially be limited to $1,000,000,000.
(p)
The aggregate principal amount of the 3.050% Notes due 2022 shall initially be limited to $500,000,000.
(q)
The aggregate principal amount of the 3.000% Notes due 2023 shall initially be limited to $1,000,000,000.
(r)
The aggregate principal amount of the 3.50% Notes due 2024 shall initially be limited to $1,000,000,000.
(s)
The aggregate principal amount of the 4.500% Notes due 2026 shall initially be limited to $1,500,000,000.
(t)
The aggregate principal amount of the 3.400% Notes due 2027 shall initially be limited to $1,500,000,000.
(u)
The aggregate principal amount of the 6.125% Notes due 2041 shall initially be limited to $448,668,000.
(v)
The aggregate principal amount of the 4.800% Notes due 2046 shall initially be limited to $1,500,000,000.
(w)
The aggregate principal amount of the 4.125% Notes due 2020 shall initially be limited to $500,000,000.
(x)
In the case of each series of Notes, the aggregate principal amount specified in this Section shall be subject to the amount
of such series that is authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, such series
pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and the amount of such series
which, pursuant to Section 3.03 of the Base Indenture, is deemed never to have been authenticated and delivered thereunder.
(y)
The Company may from time to time, without notice to or the consent of the Holders of any series of Notes, create and issue
further Notes of any such series
ranking equally with the Notes of such
series (and being treated as a single class with the Notes of such series) in all respects (“Additional Notes”);
provided, however, that if such Additional Notes are not fungible with the Notes of such series for U.S. federal
income tax purposes, such Additional Notes will have a separate CUSIP number. The Notes of each series and any Additional Notes
of such series, together with any Exchange Notes issued with respect to such series in accordance with the Registration Rights
Agreement, will be treated as a single series or class for all purposes under the Indenture, including, without limitation, waivers,
amendments and redemptions. Notwithstanding anything to the contrary in this Indenture (including Article IX of the Base Indenture),
the Company and the Trustee, without the consent of any Holders, at any time and from time to time, may amend or supplement this
Indenture, including through the execution of one or more supplemental indentures, to permit and facilitate the issuance of Additional
Notes as described in the first sentence of this Section 2.02(y) and to implement procedures relating to the form and transferability
of such Additional Notes.
Section 2.03.
Principal Payment Date.
(a)
The principal amount of the 4.500% Notes due 2021 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on March 15, 2021, which date shall be the Stated Maturity of the 4.500% Notes due 2021.
(b)
The principal amount of the 4.000% Notes due 2022 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on February 15, 2022, which date shall be the Stated Maturity of the 4.000% Notes due 2022.
(c)
The principal amount of the 8.30% Notes due 2023 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on January 15, 2023, which date shall be the Stated Maturity of the 8.30% Notes due 2023.
(d)
The principal amount of the 7.65% Notes due 2023 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on March 1, 2023, which date shall be the Stated Maturity of the 7.65% Notes due 2023.
(e)
The principal amount of the 3.250% Notes due 2025 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on April 15, 2025, which date shall be the Stated Maturity of the 3.250% Notes due 2025.
(f)
The principal amount of the 7.875% Notes due 2027 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on May 15, 2027, which date shall be the Stated Maturity of the 7.875% Notes due 2027.
(g)
The principal amount of the 3.050% Notes due 2027 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on October 15, 2027, which date shall be the Stated Maturity of the 3.050% Notes due 2027.
(h)
The principal amount of the 8.30% 2033 Step-Down Notes outstanding (together with any accrued and unpaid interest) shall
be payable in a single installment on
January 15, 2033, which date shall be
the Stated Maturity of the 8.30% 2033 Step-Down Notes.
(i)
The principal amount of the 6.150% Notes due 2036 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on November 15, 2036, which date shall be the Stated Maturity of the 6.150% Notes due 2036.
(j)
The principal amount of the 5.875% Notes due 2041 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on March 15, 2041, which date shall be the Stated Maturity of the 5.875% Notes due 2041.
(k)
The principal amount of the 5.375% Notes due 2042 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on February 15, 2042, which date shall be the Stated Maturity of the 5.375% Notes due 2042.
(l)
The principal amount of the 3.875% Notes due 2047 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on October 15, 2047, which date shall be the Stated Maturity of the 3.875% Notes due 2047.
(m)
The principal amount of the 3.300% Notes due 2021 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on February 25, 2021, which date shall be the Stated Maturity of the 3.300% Notes due 2021.
(n)
The principal amount of the 4.750% Notes due 2021 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on November 15, 2021, which date shall be the Stated Maturity of the 4.750% Notes due 2021.
(o)
The principal amount of the 3.900% Notes due 2022 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on February 15, 2022, which date shall be the Stated Maturity of the 3.900% Notes due 2022.
(p)
The principal amount of the 3.050% Notes due 2022 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on November 30, 2022, which date shall be the Stated Maturity of the 3.050% Notes due 2022.
(q)
The principal amount of the 3.000% Notes due 2023 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on July 15, 2023, which date shall be the Stated Maturity of the 3.000% Notes due 2023.
(r)
The principal amount of the 3.50% Notes due 2024 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on June 15, 2024, which date shall be the Stated Maturity of the 3.50% Notes due 2024.
(s)
The principal amount of the 4.500% Notes due 2026 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on February 25, 2026, which date shall be the Stated Maturity of the 4.500% Notes due 2026.
(t)
The principal amount of the 3.400% Notes due 2027 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on March 1, 2027, which date shall be the Stated Maturity of the 3.400% Notes due 2027.
(u)
The principal amount of the 6.125% Notes due 2041 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on November 15, 2041, which date shall be the Stated Maturity of the 6.125% Notes due 2041.
(v)
The principal amount of the 4.800% Notes due 2046 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on July 15, 2046, which date shall be the Stated Maturity of the 4.800% Notes due 2046.
(w)
The principal amount of the 4.125% Notes due 2020 outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on September 15, 2020, which date shall be the Stated Maturity of the 4.125% Notes due 2020.
Section 2.04.
Interest on the Notes.
(a)
The rate of interest on each 4.500% Notes due 2021 shall be 4.500% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 4.500% Notes due 2021 shall
be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2020, and on the Maturity
of such series.
(b)
The rate of interest on each 4.000% Notes due 2022 shall be 4.000% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 4.000% Notes due 2022 shall
be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020, and on the Maturity
of such series.
(c)
The rate of interest on each 8.30% Notes due 2023 shall be 8.30% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 8.30% Notes due 2023 shall
be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2020, and on the Maturity
of such series.
(d)
The rate of interest on each 7.65% Notes due 2023 shall be 7.65% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 7.65% Notes due 2023 shall
be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2020, and on the Maturity of
such series.
(e)
The rate of interest on each 3.250% Notes due 2025 shall be 3.250% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.250% Notes due 2025 shall
be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2019, and on the Maturity
of such series.
(f)
The rate of interest on each 7.875% Notes due 2027 shall be 7.875% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 7.875% Notes due 2027 shall
be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2019, and on the Maturity
of such series.
(g)
The rate of interest on each 3.050% Notes due 2027 shall be 3.050% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.050% Notes due 2027 shall
be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2019, and on the Maturity
of such series.
(h)
The rate of interest on each 8.30% 2033 Step-Down Notes shall be 8.30% per annum until, but not including January 15, 2023,
and on and from January 15, 2023, 8.08% per annum, accruing from the date of original issuance or from the most recent date to
which interest has been paid or duly provided for, and interest on each 8.30% 2033 Step-Down Notes shall be payable semi-annually
in arrears on January 15 and July 15 of each year, commencing on January 15, 2020, and on the Maturity of such series.
(i)
The rate of interest on each 6.150% Notes due 2036 shall be 6.150% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 6.150% Notes due 2036 shall
be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2019, and on the Maturity
of such series.
(j)
The rate of interest on each 5.875% Notes due 2041 shall be 5.875% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 5.875% Notes due 2041 shall
be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2020, and on the Maturity
of such series.
(k)
The rate of interest on each 5.375% Notes due 2042 shall be 5.375% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 5.375% Notes due 2042 shall
be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020, and on the Maturity
of such series.
(l)
The rate of interest on each 3.875% Notes due 2047 shall be 3.875% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.875% Notes due 2047
shall be payable semi-annually in arrears
on April 15 and October 15 of each year, commencing on October 15, 2019, and on the Maturity of such series.
(m)
The rate of interest on each 3.300% Notes due 2021 shall be 3.300% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.300% Notes due 2021 shall
be payable semi-annually in arrears on February 25 and August 25 of each year, commencing on February 25, 2020, and on the Maturity
of such series.
(n)
The rate of interest on each 4.750% Notes due 2021 shall be 4.750% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 4.750% Notes due 2021 shall
be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2019, and on the Maturity
of such series.
(o)
The rate of interest on each 3.900% Notes due 2022 shall be 3.900% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.900% Notes due 2022 shall
be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020, and on the Maturity
of such series.
(p)
The rate of interest on each 3.050% Notes due 2022 shall be 3.050% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.050% Notes due 2022 shall
be payable semi-annually in arrears on May 30 and November 30 of each year, commencing on November 30, 2019, and on the Maturity
of such series.
(q)
The rate of interest on each 3.000% Notes due 2023 shall be 3.000% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.000% Notes due 2023 shall
be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2020, and on the Maturity
of such series.
(r)
The rate of interest on each 3.50% Notes due 2024 shall be 3.50% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.50% Notes due 2024 shall
be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2019, and on the Maturity
of such series.
(s)
The rate of interest on each 4.500% Notes due 2026 shall be 4.500% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 4.500% Notes due 2026 shall
be payable semi-annually in arrears on February 25 and August 25 of each year, commencing on February 25, 2020, and on the Maturity
of such series.
(t)
The rate of interest on each 3.400% Notes due 2027 shall be 3.400% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 3.400% Notes due 2027
shall be payable semi-annually in arrears
on March 1 and September 1 of each year, commencing on March 1, 2020, and on the Maturity of such series.
(u)
The rate of interest on each 6.125% Notes due 2041 shall be 6.125% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 6.125% Notes due 2041 shall
be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2019, and on the Maturity
of such series.
(v)
The rate of interest on each 4.800% Notes due 2046 shall be 4.800% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 4.800% Notes due 2046 shall
be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2020, and on the Maturity
of such series.
(w)
The rate of interest on each 4.125% Notes due 2020 shall be 4.125% per annum, accruing from the date of original issuance
or from the most recent date to which interest has been paid or duly provided for, and interest on each 4.125% Notes due 2020 shall
be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2020, and on the Maturity
of such series.
(x)
The amount of interest payable on the Notes on any Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full monthly period shall be computed
on the basis of the actual number of calendar days elapsed in such a period.
(y)
If the date on which a payment of interest or principal on the Notes is scheduled to be paid is not a Business Day, then
that interest or principal payable on such date will be paid on the next succeeding Business Day, and no further interest will
accrue as a result of such delay.
(z)
The interest payable in respect of any Notes, and punctually paid or duly provided for, on any Interest Payment Date in
respect of such Notes will be paid to the Person in whose name such Note (or one or more Predecessor Securities) is registered
at the close of business on the date that is fifteen (15) calendar days prior to the date on which interest is scheduled to be
paid, regardless of whether such date is a Business Day (the “Regular Record Date”), provided that if
any of the Notes are held by a securities depositary in book-entry form, the Regular Record Date for such Notes will be the close
of business on the Business Day immediately preceding the date on which interest is scheduled to be paid; provided, further,
that interest payable at the relevant Maturity will be payable to the Persons to whom the principal of such Notes is payable.
Section 2.05.
Place of Payment. The place where the Notes may be presented or surrendered for payment, where the Notes may be surrendered
for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Notes and the Indenture
may be served, shall be the Corporate Trust Office of the Trustee
or the Paying Agent’s office maintained
for that purpose in the Borough of Manhattan, City of New York.
Section 2.06.
Sinking Fund Obligations. The Company has no obligation to redeem or purchase any Notes pursuant to any sinking fund
or analogous requirement.
Section 2.07.
Denomination. The Notes shall be issued only in fully registered form, without coupons, in denominations of $2,000
(other than the 8.30% Notes due 2023, the 7.65% Notes due 2023, the 7.875% Notes due 2027 Notes and the 8.30% Step-Down Notes due
2033, which shall be issued in denominations of $1,000) and multiples of $1,000 in excess thereof.
Section 2.08.
Currency. Principal and interest on the Notes shall be payable in such coin or currency of the United States of America
that at the time of payment is legal tender for payment of public and private debts.
Section 2.09.
Paying Agent for the Notes. The Trustee shall serve initially as the Paying Agent for the Notes.
Section 2.10.
Form of Notes; Book Entry Provisions.
(a)
Each series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with
respect to (x) any Additional Notes of any series of the Notes, changes related to issue date, issue price and first Interest Payment
Date of such Additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions,
CUSIP/ISIN numbers and other changes customary for registered notes). The Notes may have notations, legends or endorsements required
by law, rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication.
(b)
(i) The Notes shall be resold initially only (A) to persons reasonably believed to be QIBs in reliance on Rule 144A under
the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under
the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably
believed to be QIBs, and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes
initially resold pursuant to Rule 144A shall be issued in the form of one or more permanent global securities in fully registered
form (collectively, the “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be
issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation
S Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted
Notes Legend set forth in Section 2.11(e) hereof, which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by
the Company and authenticated by the Trustee as provided in this Indenture.
(ii)
Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes of the same series
if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial
interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in the form of the Form of Exchange
Certificate attached to the applicable Annex hereto) to the effect that the beneficial interest in the Regulation S Global Note,
is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or
the account of a QIB in a transaction meeting the requirements of Rule 144A and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.
(iii)
Beneficial interests in Rule 144A Global Notes may be transferred to a Person who takes delivery in the form of an interest
in a Regulation S Global Note only if the transferor first delivers to the Trustee a written certificate (in the form of Exhibit
A) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S (if applicable).
(iv)
The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global Notes.”
The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depository or its nominee as hereinafter provided.
(c)
This Section 2.10(c) shall apply only to a Global Note deposited with or on behalf of the Depository.
(i)
The Company shall execute and the Trustee shall, in accordance with this Section 2.10(c), authenticate and deliver initially
one or more Global Notes that (A) shall be registered in the name of the Depository for such Global Note or the nominee of such
Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or
held by the Trustee as custodian for the Depository.
(ii)
Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or
under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the
Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation
of customary practices of such Depository governing the exercise of the rights of a Holder of a beneficial interest in any Global
Note.
(d)
Except as provided in Section 2.11 or 2.12, owners of beneficial interests in Global Notes shall not be entitled to receive
physical delivery of Definitive Notes.
(e)
The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Supplemental Indenture
and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any conflict between the terms
of the Notes and this Supplemental Indenture, the terms of this Supplemental Indenture shall govern.
(f)
The Notes may be presented for registration of transfer and exchange at the offices of the Security Registrar.
Section 2.11.
Special Transfer Provisions.
(a)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i)
to register the transfer of such Definitive Notes; or
(ii)
to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the
Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction
are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(A)
shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company
and the Security Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and
(B)
are accompanied by the following additional information and documents, as applicable: (x) if such Definitive Notes are being
delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification
from such Holder to that effect; or (y) if such Definitive Notes are being transferred to the Company, a certification to that
effect (in the form set forth on the reverse side of the Initial Note); or
(C)
if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under
the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification
to that effect (in the form set forth on the reverse side of the Initial Note) and (ii) if the Company or Security Registrar so
requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set
forth in the legend set forth in Section 2.11(e)(i).
(b)
Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not
be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Security Registrar, together with:
(i)
certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred
(A) to a QIB in accordance with Rule 144A or (B) outside the United States in an offshore transaction within the meaning of Regulation
S and in compliance with Rule 903 or Rule 904 under the Securities Act; and
(ii)
written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books
and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented
by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented
by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or
cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal
to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not
been previously exchanged for certificated securities pursuant to Section 2.12, the Company shall issue and the Trustee shall authenticate,
upon receipt of a Company order, a new Global Note in the appropriate principal amount.
(c)
Transfer and Exchange of Global Notes.
(i)
The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance
with this Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of
the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance
with the Depository’s procedures containing information regarding the participant account of the Depository to be credited
with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited
by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial interest
in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note, whether before
or after the expiration of the Restricted Period, shall be
made only upon receipt by the
Trustee of a certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule
904 of Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration
of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.
(ii)
If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global
Note, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global
Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred,
and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount
of the Global Note from which such interest is being transferred.
(iii)
Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.12),
a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository.
(iv)
In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.12 prior to the consummation of
the Registered Exchange Offer or the effectiveness of the shelf registration statement with respect to such Notes, such Notes may
be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section (including
the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with
Rule 144, Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may
be) and such other procedures as may from time to time be adopted by the Company.
(d)
Restrictions on Transfer of Regulation S Global Notes.
(i)
Prior to the expiration of the Restricted Period, interests in a Regulation S Global Note may only be held through Euroclear
or Clearstream. During the Restricted Period, beneficial ownership interests in a Regulation S Global Note may only be sold, pledged
or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (a) to the Company, (b) so
long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is
a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, (c) in an offshore transaction in accordance with Regulation S, (d) pursuant to an available
exemption from registration under the Securities Act or (e) pursuant to an effective registration statement under the Securities
Act, in each case in
accordance with any applicable
securities laws of any state of the United States; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person. Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in a
Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note shall be made only
in accordance with the Applicable Procedures, pursuant to Rule 144 or 144A of the Securities Act and upon receipt by the Trustee
of a written certification from the transferor of the beneficial interest in the form provided on the reverse of the Initial Note
to the effect that such transfer is being made to a person whom the transferor reasonably believes is a QIB within the meaning
of Rule 144A in a transaction meeting the requirements of Rule 144A. Such written certification shall no longer be required after
the expiration of the Restricted Period. In the case of a transfer of a beneficial interest in a Regulation S Global Note for an
interest in a Rule 144A Global Note, the transferee must, at the request of the Company, deliver an opinion of counsel reasonably
acceptable to the Company stating that the proposed transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
(ii)
Upon the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable
in accordance with applicable law and the other terms of the Indenture.
(e)
Legend.
(i)
Each Note certificate evidencing the Global Notes (and all Notes that Global Notes issued in exchange therefor or in substitution
thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes
of the legend only), which is an alternate legend as contemplated by Section 2.05 of the Base Indenture:
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
(ii)
Except as permitted by the following paragraphs (iii), (iv), (v) or (vi) each Note certificate evidencing the Global Notes
and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially
the following form (each defined term in the legend being defined as such for purposes of the legend only):
THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION.
BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE ACQUIRER REPRESENTS THAT
(1)
IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR
(2)
IT IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT).
NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR][IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR
OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
Each Note evidencing a Global Note offered
and sold to QIBs pursuant to Rule 144A shall bear a legend in substantially the following form:
EACH PURCHASER OF THIS SECURITY
IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.
Each Definitive Note shall bear the
following additional legend:
IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
(iii)
Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Security Registrar shall permit the
Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and
rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Security Registrar
that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
of the Initial Note).
(iv)
After a transfer of any Initial Notes during the period of the effectiveness of a shelf registration statement with respect
to such Initial Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall
cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.
(v)
Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such
Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that
Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes
Legend shall be available to Holders that exchange such Initial Notes in such Registered Exchange Offer.
(vi)
Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation
S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring
any such Initial Note be issued in global form shall continue to apply.
(f)
Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either
been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the
Depository to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another
Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note)
with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.
(g)
Obligations with Respect to Transfers and Exchanges of Notes.
(i)
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive
Notes and Global Notes at the Security Registrar’s request.
(ii)
No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any
such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.06 or 11.06
of the Base Indenture).
(h)
Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the
Security Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal
of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company,
the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(i)
The Company shall not be required to make and the Security Registrar need not register transfers or exchanges of Notes selected
for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a
period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.
(j)
All Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental Indenture shall evidence the same
debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(k)
No Obligation of the Trustee.
(i)
The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant
in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.
(ii)
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any
Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if
and when expressly required by, the terms of this Supplemental Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.
Section 2.12. Definitive
Notes.
(a)
A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section
2.10 hereof shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount
equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section
2.11 hereof and if (x) such Depository notifies the Company that it is unwilling or unable to continue as Depository for the series
of Securities of which this Security is a part or at any time ceases to be a clearing agency registered as such under the Securities
Exchange Act of 1934, as amended, and a successor depository is not appointed by the Company within 90 days, (y) the Company executes
and delivers to the Trustee a Company order that this Global Security shall be so exchangeable or (z) there shall have occurred
and be continuing an Event of Default with respect to the Securities of which this Security is a part and the Depository notifies
the Trustee of its decision to exchange any Global Securities of such series for Securities registered in the names of Persons
other than the Depository.
(b)
Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the
Depository to the Trustee at the Corporate Trust Office of the Trustee, to be so transferred, in whole or from time to time in
part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an
equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant
to this Section shall be executed, authenticated and delivered only in denominations of US$2,000 principal amount (other than the
8.30% Notes due 2023, the 7.65% Notes due 2023, the 7.875% Notes due 2027 Notes and the 8.30% Step-Down Notes due 2033, which shall
be issued in denominations of US$1,000) or any integral multiple of US$1,000 in excess thereof and registered in such names as
the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except
as otherwise provided by Section 2.11(d) hereof, bear the applicable Restricted Notes Legend set forth in Section 2.11(d) hereof.
(c)
Subject to the provisions of Section 2.12(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this Indenture or the Notes.
(d)
In the event of the occurrence of one of the events specified in Section 2.12(a) hereof, the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.
In the event that the Definitive Notes are not issued to each such beneficial owner promptly after the Security Registrar has received
a request from the Holder of a Global Note to issue such Definitive Note, the Company expressly acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to Article V of the Base Indenture (as modified herein), the right of any beneficial
Holder of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial Holder’s
Notes as if such Definitive Notes had been issued.
(e)
By its acceptance of any Note bearing any legend in Section 2.11(e), each Holder of such Note acknowledges the restrictions
on transfer of such Note set forth in this Indenture and in such legend in Section 2.12(e) and agrees that it shall transfer such
Note only as provided in this Indenture.
(f)
The Security Registrar shall retain for a period of two years copies of all letters, notices and other written communications
received pursuant to Section 2.10 or this Section 2.11. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Security Registrar.
Section 2.13.
Change of Control Offer.
(a)
If a Change of Control Triggering Event occurs with respect to any series of the Notes (other than the 8.30% Notes due 2023,
the 7.65% Notes due 2023, the 7.875% Notes due 2027, the 8.30% Step-Down Notes due 2033 and the 6.150% Notes due 2036), unless
the Company has exercised its right to redeem such Notes, in full, as described in Section 2.14 herein, the Company will make an
offer to each Holder (the “Change of Control Offer”) of Notes of such series to repurchase any and all of such
Holder’s Notes of such series, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes
of such series repurchased plus accrued and unpaid interest, thereon to, but excluding, the date of repurchase (the “Change
of Control Payment”). Within thirty (30) days following any Change of Control Triggering Event, the Company will mail
(or otherwise deliver in accordance with the applicable procedures of the Depository) a notice to Holders of Notes describing the
transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the
date specified in the notice, which date will be no less than fifteen (15) days and no more than sixty (60) days from the date
such notice is mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) (the “Change
of Control Payment Date”), pursuant to the procedures required by the Notes, and described in such notice.
(b)
The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with this Section, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section by virtue of such conflicts.
(c)
The Company will not be required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering
Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an
offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn
under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply
with the
requirements of such offer and to complete
such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the
Company promptly makes an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest,
if any, thereon, to the date of repurchase, which shall be no later than thirty (30) days after the third party’s scheduled
Change of Control Payment Date.
(d)
On the Change of Control Payment Date, the Company will, to the extent lawful:
(i)
accept or cause a third party to accept for payment all Notes properly tendered pursuant to the Change of Control Offer;
(ii)
deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect
of all Notes properly tendered; and
(iii)
deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate
stating the principal amount of the Notes being purchased.
(e)
For the purposes of this Section, the terms below are defined as follows:
“Below
Investment Grade Rating Event” with respect to any series of Notes means such Notes are rated below all Investment Grade
Ratings by at least two of the three Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control
and (2) public notice of the Company’s intention to effect a Change of Control, in each case until the end of the 60-day
period following public notice of the occurrence of the Change of Control; provided, however, that if (a) during
such 60-day period, one or more Rating Agencies has publicly announced that it is considering the possible downgrade of such series
of Notes, and (b) a downgrade by each of the Rating Agencies that has made such an announcement would result in a Below Investment
Grade Rating Event, then such 60-day period shall be extended for such time as the rating of such series of Notes by any such Rating
Agency remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a
downgrade by such Rating Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event.
Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed
to have occurred in respect of a particular Change of Control (and thus will not be deemed a rating event for purposes of the definition
of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s or the Trustee’s request
that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the
rating event).
“Change
of Control” means the occurrence of any of the following: (1) direct or indirect sale, transfer, lease, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
all of the properties or assets of the Company and its subsidiaries taken as a whole to any “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; or (2) the consummation
of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its subsidiaries becomes the beneficial
owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s voting stock; provided,
however, that (a transaction will not be deemed to involve a Change of Control if (A) the Company becomes a wholly owned
subsidiary of a holding company and (B)(x) the holders of the voting stock of such holding company immediately following that transaction
are substantially the same as the holders of the Company’s voting stock immediately prior to that transaction or (y) immediately
following that transaction no Person is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such
holding company. For purposes of this definition, “voting stock” of a person means capital stock of any class
or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such person, even if the right to vote has been suspended by the happening of such a contingency
“Change
of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Fitch”
means Fitch Ratings Inc. and any successor to its rating agency business.
“Investment
Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under a successor rating
category of Moody’s), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category
of S&P), a rating by Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of Fitch), and
the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under
the circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in
each case as set forth in the definition of “Rating Agencies.”
“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Rating
Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any or all of Moody’s, S&P or Fitch ceases
to rate any series of the Notes or fails to make a rating of any series of the Notes publicly available for reasons outside of
the Company’s control, a “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act, that the Company selects (pursuant to a resolution of the Company’s Board of Directors)
as a replacement agency for any of Moody’s, S&P or
Fitch, or all of them, as the case may
be, with respect to such series of the Notes, as applicable.
“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business and any successor
to its rating agency business.
(f)
Nothing in this Section 2.13 shall apply to the 8.30% Notes due 2023, the 7.65% Notes due 2023, the 7.875% Notes due 2027,
the 8.30% Step-Down Notes due 2033 and the 6.150% Notes due 2036.
Section 2.14.
Optional Redemption.
(a)
At any time prior to:
(i)
the applicable Stated Maturity in respect of the 8.30% Step-Down Notes due 2033, the 6.150% Notes due 2036, the 4.750% Notes
due 2021 Notes, the 3.900% Notes due 2022, the 6.125% Notes due 2041 and the 4.125% Notes due 2020, the Company may redeem Notes
of such series, in whole or in part, at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes
of such series to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest
(excluding interest accrued to the applicable Redemption Date) on the Notes of such series to be redeemed from the Redemption Date
to the applicable Stated Maturity, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the applicable Treasury Rate plus the Make-Whole Basis Points applicable to such series of Notes, plus,
in each case, accrued and unpaid interest, if any, on the principal amount of the Notes of such series being redeemed to but excluding
the Redemption Date;
(ii)
the applicable Par Call Date (as defined below) in respect of the 4.500% Notes due 2021, the 4.000% Notes due 2022, the
3.250% Notes due 2025, the 3.050% Notes due 2027, the 5.875% Notes due 2041, the 5.375% Notes due 2042, the 3.875% Notes due 2047
and the 3.500% Notes due 2024, the Company may redeem Notes of such series, in whole or in part, at a redemption price equal to
the greater of (1) 100% of the principal amount of the Notes of such series to be redeemed and (2) the sum of the present values
of the remaining scheduled payments of principal and interest (excluding interest accrued to the applicable Redemption Date) on
the Notes of such series to be redeemed from the Redemption Date to the applicable Stated Maturity, discounted to the applicable
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury
Rate plus the Make-Whole Basis Points applicable to such series of Notes, plus, in each case, accrued and unpaid interest, if any,
on the principal amount of the Notes being redeemed to but excluding the Redemption Date of such series of Notes; and
(iii)
the applicable Par Call Date in respect of the 3.300% Notes due 2021 Notes, the 3.050% Notes due 2022, the 3.000% Notes
due 2023, the 4.500%
Notes due 2026, the 3.400% Notes
due 2027 and the 4.800% Notes due 2046, the Company may redeem Notes of such series, in whole or in part, at a redemption price
equal to the greater of (1) 100% of the principal amount of the Notes of such series to be redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest (excluding interest accrued to the applicable Redemption Date)
on the Notes of such series to be redeemed from the Redemption Date to the applicable Par Call Date, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the
Make-Whole Basis Points applicable to such series of Notes, plus, in each case, accrued and unpaid interest, if any, on the principal
amount of the Notes being redeemed to but excluding the Redemption Date.
(b)
Solely with respect to the 4.500% Notes due 2021, the 4.000% Notes due 2022, the 3.250% Notes due 2025, the 3.050% Notes
due 2027, the 5.875% Notes due 2041, the 5.375% Notes due 2042, the 3.875% Notes due 2047, the 3.500% Notes due 2024, the 3.300%
Notes due 2021 Notes, the 3.050% Notes due 2022, the 3.000% Notes due 2023, the 4.500% Notes due 2026, the 3.400% Notes due 2027
and the 4.800% Notes due 2046, at any time on or after the Par Call Date, the Company may redeem the Notes of such series, in whole
or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus any interest accrued
but not paid to, but excluding, the Redemption Date.
“Par Call
Date” in respect of a series of Notes means the date set forth under the heading “Par Call Date” below across
from the name of such series of Notes.
|
Series of Notes
|
Par Call Date
|
|
4.500% Notes due 2021
|
December 15, 2020
|
|
4.000% Notes due 2022 Notes
|
November 15, 2021
|
|
3.250% Notes due 2025
|
January 15, 2025
|
|
3.050% Notes due 2027
|
July 15, 2027
|
|
5.875% Notes due 2041
|
September 15, 2040
|
|
5.375% Notes due 2042
|
August 15, 2041
|
|
3.875% Notes due 2047
|
April 15, 2047
|
|
3.300% Notes due 2021
|
January 26, 2021
|
|
3.050% Notes due 2022
|
October 31, 2022
|
|
3.000% Notes due 2023
|
May 16, 2023
|
|
3.50% Notes due 2024
|
March 17, 2024
|
|
4.500% Notes due 2026
|
November 27, 2025
|
|
3.400% Notes due 2027
|
December 1, 2026
|
|
4.800% Notes due 2046
|
January 16, 2046
|
(c)
Notice of redemption shall be mailed or otherwise delivered in accordance with the applicable procedures of the Depository
in accordance with Section 11.04 of the Base Indenture at least fifteen (15) but not more than sixty (60) days before the Redemption
Date, to each Holder of the Notes to be redeemed. If less than all of the
Notes then Outstanding of any series
are to be redeemed, the Trustee will select the particular Notes or portions thereof in accordance with Section 11.03 of the Base
Indenture.
(d)
For the purposes of this Section, the terms below are defined as follows:
“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed 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 the Notes to be redeemed (assuming, for this purpose, that such Notes listed in Section 2.14(a)(ii) and (iii) hereof mature
on the Par Call Date applicable thereto).
“Comparable
Treasury Price” means, with respect to any Redemption Date for any Notes, the average of all Reference Treasury Dealer
Quotations obtained by the Company.
“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company from time to time.
“Make-Whole
Basis Points” in respect of a series of Notes means the number of basis points set forth below under the heading “Make-Whole
Basis Points” across from the name of such series of Notes.
|
Series of Notes
|
Make-Whole Basis Points
|
|
8.30% 2033 Step-Down Notes
|
20
|
|
6.150% Notes due 2036
|
25
|
|
4.750% Notes due 2021
|
45
|
|
3.900% Notes due 2022
|
40
|
|
6.125% Notes due 2041
|
50
|
|
4.125% Notes due 2020
|
25
|
|
4.500% Notes due 2021
|
20
|
|
4.000% Notes due 2022
|
35
|
|
3.250% Notes due 2025
|
17.5
|
|
3.050% Notes due 2027
|
15
|
|
5.875% Notes due 2041
|
25
|
|
5.375% Notes due 2042
|
40
|
|
3.875% Notes due 2047
|
20
|
|
3.50% Notes due 2024
|
20
|
|
3.300% Notes due 2021
|
35
|
|
3.050% Notes due 2022
|
15
|
|
3.000% Notes due 2023
|
25
|
|
4.500% Notes due 2026
|
45
|
|
3.400% Notes due 2027
|
30
|
|
4.800% Notes due 2046
|
40
|
“Primary
Treasury Dealer” means a primary U.S. government securities dealer in the United States.
“Reference
Treasury Dealer” means each of J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC
and their respective successors; provided, however, that if any Reference Treasury Dealer ceases to be a Primary
Treasury Dealer, the Company will substitute another Primary Treasury Dealer for that dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, 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 Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third (3rd) Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated “H.15” or
any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Stated Maturity for the Notes to be redeemed yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the Treasury Rate shall be interpolated or extrapolated from such yields
on a straight line basis, rounding to the nearest month) or (2) if such release referred to in Clause (1) (or any successor release)
is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
(e)
Nothing in this Section 2.14 shall apply to the 8.30% Notes due 2023, the 7.65% Notes due 2023 and the 7.875% Notes due
2027.
Article
3
Guarantees
Section 3.01.
Guarantees.
(a)
Each of the Guarantors, as primary obligor and not merely as surety, hereby jointly and severally, irrevocably and fully
and unconditionally guarantee to each Holder of the Notes and to the Trustee and its successor and assigns (each, a “Guarantee”)
on an unsecured, unsubordinated basis and equal in right of payment to all existing and future unsecured, unsubordinated indebtedness
of such Guarantor, the
punctual payment when due of all monetary
obligations of the Company under the Indenture (with respect to the Notes) and the Notes, whether for principal of or interest
on the Notes.
(b)
The obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of such Guarantor
under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable
under any law relating to insolvency of debtors.
(c)
Each Guarantor further agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Indenture, the Notes or the obligations of the Company or any
other Guarantor hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company,
any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense
of a Guarantor.
(d)
Each Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants that (except as otherwise provided in Section 3.03)
its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and
the Guarantee. Such Guarantee is a guarantee of payment and not of collection.
Section 3.02.
Continuing Guarantees.
(a)
Each Guarantee shall be a continuing Guarantee and shall, subject to Section 3.03, (i) remain in full force and effect until
payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance,
retirement or other acquisition), (ii) be binding upon such Guarantor and (iii) inure to the benefit of and be enforceable by the
Trustee, the Holders and their permitted successors, transferees and assigns.
(b)
The obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if
at any time any payment which would otherwise have reduced or terminated the obligations of any Guarantor hereunder and under its
Guarantee (whether such payment shall have been made by or on behalf of the Company or by or on behalf of a Guarantor) is rescinded
or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor
or otherwise, all as though such payment had not been made.
Section 3.03.
Release of Guarantees.
(a)
A Guarantor will be automatically and unconditionally released from its obligations under the Indenture and with respect
to its Guarantee (any of the following, a “Guarantee Release Condition”):
(i)
with respect to any series of Notes, as applicable, if the Company exercises its legal defeasance option or our covenant
defeasance option as described in Section 10.06 of the Base Indenture with respect to such series of Notes or if our obligations
under the Indenture are discharged in accordance with the terms of the Indenture in respect of such series of Notes;
(ii)
with respect to all series of Notes, on the date upon which such Person ceases to be a Domestic Subsidiary of the Company;
or
(iii)
with respect to all series of Notes, upon either (x) the substantially simultaneous termination, release or discharge of
indebtedness for borrowed money of such Guarantor or any other Guarantor (including any release or discharge that would be conditioned
on the release or discharge of the Guarantee hereunder or on the termination, release or discharge of any other guarantee or indebtedness
for borrowed money) or (y) any other event or circumstance, in each case, as a result of which or upon which the aggregate principal
amount of indebtedness for borrowed money issued or borrowed by the Guarantors (collectively) constitutes no more than 20.0% of
the aggregate principal amount of indebtedness for borrowed money of the Company and its subsidiaries, on a consolidated basis,
as of such time.
(b)
At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee will
execute any documents reasonably requested by the Company evidencing such release.
(c)
If a Guarantor is released from its obligations hereunder pursuant to this Section 3.03, it shall cease to be a “Guarantor”
as defined in and for purposes hereof.
Section 3.04.
Notation Not Required.
Neither the Company
nor any Guarantor shall be required to make a notation on the Notes to reflect any Guarantee or any release thereof.
Section 3.05.
Waiver of Subrogation.
(a)
Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Guarantee and
the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right
to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy
or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly,
in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights in
relation to the Trustee until all monetary obligations of the Company under the Indenture (with respect to the Notes) and the Notes,
whether for principal of or interest on the Notes, are paid in full. If any amount shall be paid to any Guarantor in violation
of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid
to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the waiver set forth in this Section is knowingly made in contemplation of
such benefits.
Section 3.06.
Notices.
Notice to any Guarantor
shall be sufficient if addressed to such Guarantor care of the Company at the address, place and manner provided in Section 1.05
of the Base Indenture.
Article
4
Miscellaneous
Section 4.01.
Integral Part; Effect of Supplement on Indenture. This Supplemental Indenture constitutes an integral part of the
Base Indenture. Except for the amendments and supplements made by this Supplemental Indenture (which only apply to the Notes and
any other Securities issued thereunder), the Base Indenture shall remain in full force and effect as executed.
Section 4.02.
Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
Section 4.03.
Trustee Not Responsible for Recitals. The recitals in this Supplemental Indenture are made by the Company, and the
Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representations as to the validity
or sufficiency of this Supplemental Indenture.
Section 4.04.
Counterparts. This Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded
for all purposes as an original and all of which shall constitute but one and the same instrument. The exchange of copies of this
Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature
pages for all purposes.
Section 4.05. Governing
Law. This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles thereof.
[Signature page follows]
IN WITNESS WHEREOF, the Company and the
Trustee have executed this Supplemental Indenture No. 3 as of the date first above written.
|
CIGNA CORPORATION
|
|
By: /s/ Timothy Buckley
|
|
Name: Timothy Buckley
|
|
Title: Vice President and Treasurer
|
|
EXPRESS SCRIPTS HOLDING COMPANY
|
|
By: /s/ Timothy Buckley
|
|
Name: Timothy Buckley
|
|
Title: Vice President
|
|
CIGNA HOLDING COMPANY
|
|
By: /s/ Timothy Buckley
|
|
Name: Timothy Buckley
|
|
Title: Vice President and Treasurer
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
By: /s/ Steven Vaccavello
|
|
Name: Steven Vaccavello
|
|
Title: Vice President
|
[Signature Page to the Supplemental Indenture
No.3 to Cigna Corporation Indenture]
EXHIBIT A
FORM OF CERTIFICATE TO BE
DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S
[Date]
Attention:
|
|
Re:
|
Cigna Corporation (the “Company”)
[applicable series of Notes]
(the “Securities”)
|
Ladies and Gentlemen:
In connection with our proposed sale
of $ aggregate principal amount of the Securities, we confirm
that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we represent that:
(1) the
offer of the Securities was not made to a person in the United States;
(2) either
(a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction
has been prearranged with a buyer in the United States;
(3) no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of Regulation
S, as applicable;
(4) the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
(5) we
have advised the transferee of the transfer restrictions applicable to the Securities.
You and the Company are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or
legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings
set forth in Regulation S.
|
Very truly yours,
|
|
[Name of Transferor]
|
|
By:
|
|
|
|
Authorized Signature
|
ANNEX 1
FORM OF FACE OF INITIAL NOTE
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE ACQUIRER REPRESENTS THAT
(1) IT
AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR
(2) IT IS
NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT).
NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES: ONE YEAR][IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), ONLY
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.
[EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.][2]
______________
[2]
144A notes only
FORM OF NOTE
CIGNA CORPORATION.
[[●]% Notes due 20[●]]
CUSIP: [ ][3]
ISIN: [ ][4]
No.
[ ] Principal Amount $[ ]
CIGNA CORPORATION,
a Delaware corporation (herein called the “Company”), which term includes any successor Person under the Indenture
hereinafter referred to, for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal
sum of [ ] Million Dollars ($[ ]) upon presentation and surrender of this Security on [·]
and to pay interest thereon accruing from [·], or from the most recent date to which
interest has been paid or duly provided for, semi-annually in arrears on [·] and
[·] of each year, commencing on [·],
and on the Maturity of this Security, (each an “Interest Payment Date”) at the rate of [·]%
per annum, until the principal hereof is paid or made available for payment. The amount of interest payable on this Security on
any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest
payable for any period shorter than a full monthly period shall be computed on the basis of the actual number of calendar days
elapsed in such a period. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date, which shall be the close of business on the date that is fifteen (15) calendar days prior to the date
on which interest is scheduled to be paid, regardless of whether such date is a Business Day (provided that if this Security
is held by a securities depositary in book-entry form, the Regular Record Date for this Security will be the close of business
on the Business Day immediately preceding the date on which interest is scheduled to be paid; provided, further,
that interest payable at the relevant Maturity will be payable to the Persons to whom the principal of this Security is payable).
If an Interest Payment Date is not a Business Day, then such Interest Payment Date shall be the next succeeding Business Day, and
no further interest will accrue as a result of such delay. Any such interest not punctually paid or duly provided for on any Interest
Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either 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 for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than ten (10) calendar days prior to
______________
[3]
CUSIPS TO BE LISTED FOR 144A AND REGULATION S.
[4]
ISINS TO BE LISTED FOR 144A AND REGULATION S
such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal
of (and premium, if any) and interest on this Security will be made at the Corporate Trust Office of the Trustee or the Paying
Agent’s office maintained for that purpose in the Borough of Manhattan, City of New York, in such coin or currency of the
United States of America that at the time of payment is legal tender for payment of public and private debts.
Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.
|
CIGNA CORPORATION
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the
Securities of the series designated under, and referred to in, the within-mentioned Indenture.
|
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
|
By:
|
|
|
|
Authorized Signatory
|
[REVERSE SIDE OF SECURITY]
CIGNA CORPORATION
[[·]% Notes due [·]]
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, dated as of September 17, 2018 (the “Base Indenture”),
as supplemented by the Supplemental Indenture No. 3, dated as of October [11], 2019 (the “Supplemental Indenture”
and, together with the Base Indenture and as may be further amended and supplemented, the “Indenture”), between
the Company, as issuer, and U.S. Bank National Association, as trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), 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 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, initially limited in aggregate principal amount to $[·],
subject to future issuances of additional Securities pursuant to Section 3.01 of the Base Indenture.
[At any time
on or after [·], the Company may redeem Securities of this series, in whole or in
part, at a redemption price equal to 100% of the principal amount of the Securities of this series, plus any interest accrued but
not paid to, but excluding, the Redemption Date.][5]
At any time
prior to [·][6],
the Company may redeem Securities of this series, in whole or in part, at a redemption price equal to the greater of (i) 100% of
the principal amount of the Securities of this series to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest (excluding interest accrued to the Redemption Date) on the Securities of this series to be redeemed
from the Redemption Date to [·][7],
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Rate plus [·],[8]
plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Securities being redeemed to but excluding
the Redemption Date.
Notice of
redemption shall be mailed or otherwise delivered in accordance with the applicable procedures of the Depository at least fifteen
(15) but not more than sixty
______________
[5] Insert if par call provision is applicable.
[6] Insert par call date, if par call applicable to this series. Insert stated maturity date if par not applicable.
[7]
To be adjusted as appropriate in broken-out notes.
[8]
Insert makewhole basis points
(60) days before the Redemption
Date, to each Holder of the Securities to be redeemed. If less than all of the Notes then Outstanding of any series are to be redeemed,
the Trustee will select the particular Notes or portions thereof in accordance with Section 11.03 of the Base Indenture.
“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities of this series to be redeemed 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 the Securities of this series to be redeemed [(assuming, for this purpose, that such Securities mature
on [●][9])][10].
“Comparable
Treasury Price” means, with respect to any Redemption Date for any Securities of this series, the average of all Reference
Treasury Dealer Quotations obtained by the Company.
“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company from time to time.
“Primary
Treasury Dealer” means a primary U.S. government securities dealer in the United States.
“Reference
Treasury Dealer” means each of J.P. Morgan Securities LLC, Deutsche Bank Securities, Inc. and Wells Fargo Securities
LLC, and their respective successors; provided, however, that if any Reference Treasury Dealer ceases to be a Primary
Treasury Dealer, the Company will substitute another Primary Treasury Dealer for that dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, 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 Company by that Reference Treasury Dealer at 5:00 p.m. New York City time on
the third (3rd) Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the
______________
[9]
Insert par call date, if applicable.
[10] Insert
par call date, if applicable.
maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the Stated Maturity of the Securities to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury
Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if
such release referred to in Clause (1) (or any successor release) is not published during the week preceding the calculation date
or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Redemption Date.
[If a Change of
Control Triggering Event occurs with respect to Securities of this series, unless the Company has exercised its right to redeem
the Securities of this series in full, the Company will make an offer to each Holder (the “Change of Control Offer”)
of Securities of this series to repurchase any and all of such Holder’s Securities of this series at a repurchase price in
cash equal to 101% of the aggregate principal amount of the Securities of this series repurchased plus accrued and unpaid interest,
if any, thereon, to but excluding the date of repurchase (the “Change of Control Payment”). Within thirty (30)
days following any Change of Control Triggering Event, the Company will mail (or otherwise deliver in accordance with the applicable
procedures of the Depository) a notice to Holders of Securities of this series describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase the Securities of this series on the date specified
in the notice, which date will be no less than fifteen (15) days and no more than sixty (60) days from the date such notice is
mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) (the “Change of Control
Payment Date”), pursuant to the procedures required hereby and described in such notice.
The Company will
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of
any securities laws or regulations conflict with the Change of Control repurchase provisions of the Securities, the Company will
comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change
of Control repurchase provisions of the Securities by virtue of such conflicts.
The Company will
not be required to offer to repurchase the Securities upon the occurrence of a Change of Control Triggering Event if a third party
makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company
and the third party repurchases on the applicable date all Securities properly tendered and not withdrawn under its offer; provided
that for all purposes of the Securities and the Indenture, a failure by such third party to comply with the requirements of such
offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase
the Securities unless the Company promptly makes an offer to repurchase the Securities at 101% of the principal
amount thereof plus accrued and unpaid
interest, if any, thereon, to the date of repurchase, which shall be no later than thirty (30) days after the third party’s
scheduled Change of Control Payment Date.
On the Change of
Control Payment Date, the Company will, to the extent lawful:
|
|
·
|
accept or cause a third party to accept for payment all Securities properly tendered pursuant to
the Change of Control Offer;
|
|
|
·
|
deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Securities properly tendered; and
|
|
|
·
|
deliver or cause to be delivered to the Trustee the Securities properly accepted, together with
an Officers’ Certificate stating the principal amount of Securities being purchased.
|
“Below
Investment Grade Rating Event” means the Securities of this series are rated below all Investment Grade Ratings by at
least two of the three Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control and (2) public
notice of the Company’s intention to effect a Change of Control, in each case until the end of the 60-day period following
public notice of the occurrence of the Change of Control; provided, however, that if (i) during such 60-day period
one or more Rating Agencies has publicly announced that it is considering the possible downgrade of such series of Securities,
and (ii) a downgrade by each of the Rating Agencies that has made such an announcement would result in a Below Investment Grade
Rating Event, then such 60-day period shall be extended for such time as the rating of such series of Securities by any such Rating
Agency remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a
downgrade by such Rating Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event.
Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed
to have occurred in respect of a particular Change of Control (and thus will not be deemed a rating event for purposes of the definition
of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s or the Trustee’s request
that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the
rating event).
“Change
of Control” means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
all of the properties or assets of the Company and its subsidiaries taken as a whole to any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; or (2) the consummation
of any transaction (including, without
limitation, any merger or consolidation)
the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than
the Company or one of its subsidiaries becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding
number of shares of the Company’s voting stock; provided, however, that (i) a transaction will not be deemed
to involve a Change of Control if (A) the Company becomes a wholly owned subsidiary of a holding company and (B)(x) the holders
of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of
the Company’s voting stock immediately prior to that transaction or (y) immediately following that transaction no Person
is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company and (ii) in no event
will either of (A) the Acquisition or any transaction undertaken in connection therewith or (B) the Required Merger be deemed to
involve a Change of Control. For purposes of this definition, “voting stock” of a person means capital stock
of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of
directors (or persons performing similar functions) of such person, even if the right to vote has been suspended by the happening
of such a contingency.
“Change
of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event
“Fitch”
means Fitch Ratings Inc. and any successor to its rating agency business
“Investment
Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under a successor rating
category of Moody’s), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category
of S&P), a rating by Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of Fitch), and
the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under
the circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in
each case as set forth in the definition of “Rating Agencies”.
“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Rating
Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any or all of Moody’s, S&P or Fitch ceases
to rate the Securities of this series or fails to make a rating of the Securities of this series publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning
of Section 3(a)(62) of the Exchange Act, that the Company selects (pursuant to a resolution of the Company’s Board of Directors)
as a replacement agency for any of Moody’s, S&P or Fitch, or all of them, as the case may be, with respect to the Securities
of this series, as applicable.
“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor
to its rating agency business.][11]
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.
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 of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the
time Outstanding of each series to be affected.
The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
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, or
the right of the Holder of this Security, which is absolute and unconditional, to pay, or, in the case of the Holder of this Security,
to receive payment of, 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.
As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the Corporate Trust Office of the Trustee or the Paying Agent’s
office where the principal of (and premium, if any) and interest on this Security are payable, 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 such Holder’s attorney duly authorized in writing; and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of
this series are issuable only in fully registered form, without coupons, in denominations of $[2,000][1,000][12]
and multiples of $1,000 in excess
______________
[11]
Include if CoC covenant is applicable.
[12]
To insert as appropriate.
thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for other Securities of this series,
of a like tenor and aggregate principal amount but of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge
shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 3.04, 9.06 or 11.07 of the Base Indenture not involving
any transfer.
Prior to 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 such agent shall be affected by notice to the contrary.
The Indenture provides
that the Company, at the Company’s option, (a) will be discharged from any and all obligations in respect of the Securities
(except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities,
maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with certain restrictive covenants of the
Indenture, in each case if the Company deposits, in trust with the Trustee, money, or U.S. Government Obligations which through
the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient
to pay all the principal (including any mandatory sinking fund payments) of (and premium, if any) or interest on the Securities
on the dates such payments are due in accordance with the terms of such Securities, and certain other conditions are satisfied.
No recourse shall
be had for the payment of the principal of or premium, if any, or interest, if any, on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator,
or against any past, present or future stockholder, officer, director, employee, or agent, as such, of the Company or of any successor
Person thereof, whether by virtue of any law, statute or constitutional provision, or by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise, all such liability being expressly waived and released as a condition of, and as
consideration for, the execution of this Indenture and the issue of the Securities.
If and to the extent
that any provision of this Security limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture
shall control.
All terms used in
this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ASSIGNMENT FORM
I or we assign and transfer this Security to: __________________
Insert social security or other identifying number of assignee
________________________________________________________________________
Print or type name, address and zip code of assignee
________________________________________________________________________
________________________________________________________________________
and irrevocably appoint
, as agent, to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Date: _______________
|
Signed:
|
|
|
(Sign exactly as name appears on the other side of this Security)
|
Signature Guarantee*:
|
|
*
|
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
|
FORM OF TRANSFER CERTIFICATE
In connection with any transfer of any
of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the
Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were
owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance
with its terms:
CHECK ONE BOX BELOW
|
(1)
|
☐
|
to the Company; or
|
|
(2)
|
☐
|
pursuant to an effective registration statement under the Securities Act; or
|
|
(3)
|
☐
|
inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
|
|
(4)
|
☐
|
in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or
|
|
(5)
|
☐
|
pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.
|
Unless one of the boxes is checked,
the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require,
prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.
The undersigned represents and warrants
that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated: _______________ Notice:
To be executed by an executive officer
FORM OF EXCHANGE CERTIFICATE
Cigna Corporation
Two Liberty Place
1601 Chestnut Street
Philadelphia, Pennsylvania 19192
US Bank, National Association
100 Wall Street, 16th Floor
New York, New York 10005
Re: [l]%
Notes due 20[l]
Reference is hereby
made to the Indenture, dated as of September 17, 2018 (the “Base Indenture”) and the Supplemental Indenture
No. 3 thereto, dated as of October 11, 2019 (the “Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”), among CIGNA CORPORATION, a Delaware corporation, as issuer (the “Issuer”),
CIGNA HOLDING COMPANY, a Delaware corporation, as subsidiary guarantor and EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation,
as subsidiary guarantor and US BANK, NATIONAL ASSOCIATION, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.
(the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein,
in the principal amount of $ in such Security[ies] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange
of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount,
the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor
reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements
of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.
This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated .
|
[Insert Name of Transferor]
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
Dated: ______________________
[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL NOTE
The following increases or decreases in this Global Note
have been made:
|
Date of Exchange
|
Amount of
decrease in principal amount of this Global
Note
|
Amount of
increase in principal amount of this Global
Note
|
Principal
amount of this Global
Note following such decrease or increase
|
Signature
of authorized officer of Trustee or
Notes Custodian
|
|
|
|
|
|
|
Annex
1-19
Exhibit 4.2
CIGNA CORPORATION
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION
RIGHTS AGREEMENT, dated October 11, 2019 (this “Agreement”), is entered into by and among Cigna Corporation,
a Delaware corporation (“Cigna”), Cigna Holding Company, a Delaware Corporation (“Cigna Holding”),
Express Scripts Holding Company, a Delaware corporation (“Express Scripts”, and together with Express Scripts,
the “Guarantors”), and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities,
LLC as dealer managers hereunder (collectively, the “Dealer Managers”).
The Company, the
Guarantors and the Dealer Managers are parties to that certain Dealer Manager and Solicitation Agent Agreement, dated September
26, 2019 (the “Dealer Manager Agreement”), which was entered into in connection with (a) the Company’s
offers to exchange any and all of certain of outstanding senior notes issued by each of their wholly-owned subsidiaries: Cigna
Holding, Express Scripts and Medco Health Solutions, Inc., a Delaware corporation (collectively, the “Old Notes”),
for (1) new senior notes issued by the Company (collectively, the “Notes”), with such Notes being guaranteed
by each of the Guarantors and (2) cash, and (b) the Company’s solicitation of consents from holders of the Old Notes to certain
proposed amendments to the indentures governing such Old Notes. As an inducement to the Dealer Managers to enter into the Dealer
Manager Agreement, the Company has agreed to provide the holders of the Notes the registration rights set forth in this Agreement.
The execution and delivery of this Agreement by the Company, each of the Guarantors and each of the Dealer Managers on the first
issuance date of the Notes is a condition under Section 6 of the Dealer Manager Agreement.
In consideration
of the foregoing, the parties hereto agree as follows:
1.
Definitions. As used in this Agreement, the following terms shall have the following meanings:
“Agreement”
shall have the meaning set forth in the Preamble.
“Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York are generally authorized or obligated by law or executive order to close.
“Company”
shall have the meaning set forth in the Preamble.
“Dealer
Manager Agreement” shall have the meaning set forth in the Preamble.
“Dealer
Managers” shall have the meaning set forth in the Preamble.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.
“Exchange
Offer” shall mean the exchange offer by the Company and, unless their obligations under this Agreement have been terminated
pursuant to the provisions of Section 7 hereof, the Guarantors of Exchange Securities of each series for Registrable Securities
of such series pursuant to Section 2(a) hereof.
“Exchange
Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.
“Exchange
Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
“Exchange
Securities” shall mean senior notes of a series issued by the Company under the Indenture and guaranteed by the Guarantors
under the Indenture, unless and until the Guarantees are terminated in accordance with the Indenture, containing terms identical
to the applicable series of the Notes (except that the Exchange Securities will not be subject to restrictions on transfer or to
any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders in exchange for Registrable
Securities of such series pursuant to the Exchange Offer for such series.
“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.
“Free Writing
Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Company and used by the Company in connection with the sale of the Securities or the Exchange Securities.
“Guarantees”
shall mean the guarantees of the Notes by the Guarantors pursuant to the terms of the Indenture and, if such guarantees are still
in effect at the time of issuance of any Exchange Securities, the guarantees of the Exchange Securities by the Guarantors pursuant
to the terms of the Indenture, in each case until such time as such guarantees are released.
“Guarantors”
shall have the meaning set forth in the Preamble.
“Holders”
shall mean the holders of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section
5 hereof, the term “Holders” shall include Participating Broker-Dealers.
“Indemnified
Person” shall have the meaning set forth in Section 5(a) hereof.
“Indenture”
shall mean the Indenture dated as of September 17, 2018, as supplemented by Supplemental Indenture No. 3, dated as of October 11,
2019, by and between the Company and U.S. Bank National Association, as trustee, as the same may
be amended and supplemented from time
to time in accordance with the terms thereof with applicability to the Notes and the Exchange Securities.
“Inspector”
shall have the meaning set forth in Section 3(a)(xv) hereof.
“Issuer
Information” shall have the meaning set forth in Section 5(a) hereof.
“Notes”
shall have the meaning set forth in the Preamble.
“Notice
and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed
to a Holder by the Company as contemplated by Section 3(b) hereof.
“Old Notes”
shall have the meaning set forth in the Preamble.
“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.
“Participating
Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire
to the Company in accordance with Section 2(b) hereof.
“Person”
shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.
“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration
Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.
“Registrable
Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities upon
the earliest to occur of the following: (i) when a Registration Statement with respect to such Securities has become effective
under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such Securities cease to be outstanding and (iii) when such Securities have been resold pursuant to Rule 144 under the Securities
Act (but not Rule 144A) without regard to volume restrictions, provided that the Company shall have removed or caused to be removed
any restrictive legend on the Securities.
“Registration
Default” shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Securities for all
Securities validly tendered in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration
Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior
to the Target Registration Date
or (ii) if applicable, a shelf registration
statement covering resales of the Notes has been declared effective and such shelf registration statement ceases to be effective
or the prospectus contained therein ceases to be usable for resales of registrable securities (a) on more than two occasions of
at least 30 consecutive days during the required effectiveness period or (b) at any time in any 12-month period during the required
effectiveness period and such failure to remain effective or be usable exists for more than 90 days (whether or not consecutive)
in any 12-month period.
“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors
with this Agreement, including without limitation: (i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one
counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities),
(iii) all expenses of the Company and the Guarantors in preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees incurred by the Company or the Guarantors (including with respect to
maintaining ratings of the Securities), (v) all fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the reasonable fees and disbursements of the Trustee and one counsel, the fees and disbursements of counsel
for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of
one counsel for the Participating Holders (which counsel shall be selected or replaced by the Participating Holders holding a majority
of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel
for the Dealer Managers) and the fees and disbursements of the independent registered public accountants of the Company and the
Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses
set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes,
if any, relating to the sale or disposition of Registrable Securities by a Holder.
“Registration
Statement” shall mean any registration statement of the Company and, unless its obligations under this Agreement have
been terminated pursuant to the provisions of Section 7 hereof, each Guarantor that covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.
“SEC”
shall mean the United States Securities and Exchange Commission.
“Securities”
shall mean the Notes and, unless and until the Guarantees are terminated in accordance with the Indenture, the Guarantees, collectively.
“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.
“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.
“Shelf
Registration Statement” shall mean a “shelf” registration statement of the Company and, unless its obligations
under this Agreement have been terminated pursuant to the provisions of Section 7 hereof, the Guarantors that covers all or a portion
of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted
by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference
therein.
“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.
“Staff”
shall mean the staff of the SEC.
“Suspension
Actions” shall have the meaning set forth in Section 2(e) hereof.
“Target
Registration Date” shall mean October 11, 2020.
“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.
“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.
“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.
“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.
2.
Registration Under the Securities Act.
(a)
To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors
shall from and after the date hereof, use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all outstanding Registrable Securities for Exchange Securities and (y) cause
such Registration Statement to become effective by the Target Registration
Date and if requested by one or
more Participating Broker-Dealers, remain effective until 180 days after the last Exchange Date for use by such Participating Broker-Dealers.
The Company and the Guarantors shall commence the Exchange Offer for each series of Notes promptly after the Exchange Offer Registration
Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer for such
series not later than 60 days after such effective date.
After the Exchange
Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer for each series
by mailing and/or electronically delivering, or by causing the mailing and/or electronic delivery of, the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required
by applicable law, substantially the following:
(i)
that such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities of such series validly
tendered and not properly withdrawn will be accepted for exchange;
(ii)
the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is
mailed and/or electronically delivered) (each, an “Exchange Date”);
(iii)
that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any
rights under this Agreement, except as otherwise specified herein;
(iv)
that any Holder electing to have a Registrable Security of a series exchanged pursuant to the Exchange Offer for such series
will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution
and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable
procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date
with respect to such Exchange Offer; and
(v)
that any Holder of Registrable Securities of a series will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date with respect to the Exchange Offer for such series, by (A) sending to the institution and
at the address specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal
amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such
Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable
Securities.
As a condition to
participating in an Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange
Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of
such Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning
of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or either of the Guarantors, (4) if such Holder is not
a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (5)
if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to
the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.
As soon as practicable
after the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series, the Company and the Guarantors
shall:
(i)
accept for exchange Registrable Securities of such series or portions thereof validly tendered and not properly withdrawn
pursuant to such Exchange Offer; and
(ii)
deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or portions
thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder,
Exchange Securities of such series equal in principal amount to the principal amount of the Registrable Securities of such series
tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in
cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with applicable book-entry procedures.
The Company and
the Guarantors shall use their commercially reasonable efforts to complete each Exchange Offer as provided above and shall use
reasonable best efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable
laws and regulations in connection with each Exchange Offer. No Exchange Offer shall be subject to any conditions, other than that
the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff and that no action or proceeding
has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in
the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer.
(b)
In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) hereof is
not available under applicable law or if applicable interpretations of the Staff do not permit the
Company and the Guarantors to
effect the Exchange Offer for Registrable Securities of a series, or, if for any reason, the Company and the Guarantors do not
consummate the Exchange Offer for Registrable Securities of a series by the Target Registration Date, or (ii) the Company receives
a written request (a “Shelf Request”) from any Dealer Manager representing that it holds Registrable Securities
of the applicable series that are or were ineligible to be exchanged in any such Exchange Offer, the Company and the Guarantors
shall use their commercially reasonable efforts to cause to become effective a Shelf Registration Statement providing for the sale
of all the Registrable Securities of such series by the Holders thereof; provided that (1) no Holder will be entitled to
have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part
of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and
provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof and, if necessary,
the Shelf Registration Statement has been amended to reflect such information, and (2) the Company and the Guarantors shall be
under no obligation to file any such Shelf Registration Statement before they are obligated to file an Exchange Offer Registration
Statement pursuant to Section 2(a) hereof.
The Company and
the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective
until the date on which the Securities covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”).
The Company and the Guarantors further agree to use their commercially reasonable efforts to supplement or amend the Shelf Registration
Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable
to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules
and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information
relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required,
and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment
promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders.
(c)
The Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section
2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.
(d)
An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless
it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to
have become effective unless it has
been declared effective by the
SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.
If a Registration
Default occurs with respect to a series of Registrable Securities, the interest rate on the Registrable Securities (and only the
Registrable Securities) of such series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day
immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period,
in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration
Default ends with respect to any Security when such Security ceases to be a Registrable Security or, if earlier, (1) in the case
of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer for such series is completed or when
the Shelf Registration Statement covering such Registrable Securities becomes effective or (2) in the case of a Registration Default
under clause (ii) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again
becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that
there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred
a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on the next
date that there is no Registration Default.
Notwithstanding
anything to the contrary in this Agreement, if the applicable Exchange Offer with respect to a series of Registrable Securities
is consummated, any Holder who was, at the time such Exchange Offer was pending and consummated, eligible to exchange, and did
not validly tender, or withdrew, its Securities for Exchange Securities in such Exchange Offer will not be entitled to receive
any additional interest pursuant to the preceding paragraph, and such Securities will no longer constitute Registrable Securities
hereunder.
(e)
The Company and the Guarantors shall be entitled to suspend their obligation to file any amendment to a Shelf Registration
Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus,
make any other filing with the SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration
Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively,
“Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction,
business development or event involving the Company, the Guarantors or any of their respective subsidiaries that may require disclosure
in the Shelf Registration Statement or Prospectus and the Company or either of the Guarantors determines that such disclosure is
not in the best interest of the Company, the Guarantors and their stockholders or obtaining any financial statements relating to
any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be
impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt
notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the
termination of such condition,
the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt
notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof).
(f)
Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge
that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Dealer Managers or the Holders for which there is no adequate remedy at law, that
it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Dealer Managers
or any Holder may seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and
Section 2(b) hereof; provided, however, that with respect to any Registration Default which occurs prior to the 60th
day after the Effective Time, payment of additional interest as described in Section 2(d) hereof shall be the sole and exclusive
remedy in respect of such Registration Default.
3.
Registration Procedures.
(a)
In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall
use commercially reasonable efforts to:
(i)
prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A)
shall be selected by the Company and the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale
of the Registrable Securities by the Participating Holders thereof and (C) shall comply as to form in all material respects with
the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to
be filed therewith; and cause such Registration Statement to become effective and remain effective for the applicable period in
accordance with Section 2 hereof;
(ii)
prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary
to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus
to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities
Act; and keep each Prospectus current during the period described in Section 4(3) of, and Rule 174 under, the Securities Act that
is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;
(iii)
to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be
filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing
Prospectus not required to be filed;
(iv)
in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Dealer Managers, to counsel
for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge,
as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto (other
than any document that amends and supplements any Prospectus, preliminary prospectus or Free Writing Prospectus because it is incorporated
by reference therein), as such Participating Holder, counsel or Underwriter may reasonably request in writing in order to facilitate
the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the
Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus
or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;
(v)
register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions
of the United States as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and
do any and all other acts and things that may be reasonably necessary to enable each Participating Holder to complete the disposition
in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company
nor the Guarantors shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any
such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in
any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not already so subject;
(vi)
notify counsel for the Dealer Managers and, in the case of a Shelf Registration, notify each Participating Holder and counsel
for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing
(1) when a Registration Statement has become effective, when any post-effective
amendment thereto has been filed
and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any
Free Writing Prospectus has been filed, (2) of the issuance by the SEC or any state securities authority of any stop order suspending
the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the
Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (3) if, between the applicable effective date of a Shelf Registration Statement
and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or the
Guarantors contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to
an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or the Guarantors
receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any U.S.
jurisdiction or the initiation of any proceeding for such purpose, (4) of the happening of any event during the period a Registration
Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing
Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus
or any Free Writing Prospectus in order to make the statements therein not misleading and (5) of any determination by the Company
or the Guarantors that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus
or any Free Writing Prospectus would be appropriate;
(vii)
notify counsel for the Dealer Managers or, in the case of a Shelf Registration, notify each Participating Holder and counsel
for such Participating Holders, of any request by the SEC or any state securities authority for amendments and supplements to a
Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement
has become effective;
(viii)
obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration,
the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment
to such Registration Statement on the proper form, as soon as reasonably practicable and provide prompt notice to each Holder or
Participating Holder of the withdrawal of any such order or such resolution;
(ix)
in the case of a Shelf Registration, furnish to each Participating Holder, without charge, upon request, at least one conformed
copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto,
unless requested), if such documents are not available via EDGAR;
(x)
in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and, in the case of certificated securities, registered in such names (consistent
with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the
closing of any sale of Registrable Securities;
(xi)
upon the occurrence of any event contemplated by Section 3(a)(vi)(4) hereof, prepare and file with the SEC a supplement
or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document
so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities,
such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and the Company and the Guarantors shall notify the Participating Holders (in the case of a Shelf Registration
Statement) and the Dealer Managers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer
Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence
of such an event, and such Participating Holders, such Participating Broker-Dealers and the Dealer Managers, as applicable, hereby
agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors
have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or
omission;
(xii)
a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment
to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document
to the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and
their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Dealer
Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available
for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing
of a Registration Statement,
use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus
or a Free Writing Prospectus, of which the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement,
the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Dealer
Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall
reasonably object in writing within two Business Days after the receipt thereof, unless the Company believes that use or filing
of such Prospectus, Free Writing Prospectus, or any amendment of or supplement thereto is required by applicable law;
(xiii)
obtain a CUSIP number for all Exchange Securities of each series or Registrable Securities of each series that are registered
on a Shelf Registration Statement, as the case may be, not later than the initial effective date of a Registration Statement;
(xiv)
cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities
or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture
as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, cause
the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely manner;
(xv)
in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an
“Inspector”), any Underwriters participating in any disposition pursuant to such Shelf Registration Statement,
one firm of attorneys and one firm of accountants designated by a majority in aggregate principal amount of the Registrable Securities
held by the Participating Holders and one firm of attorneys and one firm of accountants designated by such Underwriters, at reasonable
times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries
reasonably requested by any such Inspector, Underwriter, attorney or accountant, and cause the respective officers, directors and
employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement and customary due diligence related to the offering and
sale of Registrable Securities thereunder, subject to such parties conducting such investigation entering into confidentiality
agreements as the Company and the Guarantors may reasonably require and to any applicable privilege;
(xvi)
in the case of a Shelf Registration, cause all Registrable Securities covered thereby to be listed on any securities exchange
or any automated quotation system on which similar senior unconvertible debt securities issued by the Company are then listed if
requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement,
to the extent such Registrable Securities satisfy applicable listing requirements;
(xvii)
if reasonably requested by any Participating Holder, promptly include or incorporate by reference in a Prospectus supplement
or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably
requests to be included therein, based upon a reasonable belief that such information is required to be included therein or is
necessary to make the information about such Participating Holder not misleading, and make all required filings of such Prospectus
supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the
matters to be so included in such filing; and
(xviii)
in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection
therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by
the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including,
but not limited to, an Underwritten Offering and in such connection, (1) provided that the Participating Holders’
representations and warranties are of the substance and scope as are customarily made by selling securityholders to underwriters
in underwritten offerings, to the extent possible, make such representations and warranties to the Participating Holders and any
Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration
Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference,
if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings
and consistent with the applicable representations and warranties in the Dealer Manager Agreement and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance,
shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to
the Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings
and consistent with the opinions delivered pursuant to the Dealer Manager Agreement, provided that, if required by the Underwriter,
counsel for the Participating Holders shall provide an opinion to the Underwriter covering the matters customarily covered in opinions
requested from selling securityholders by
underwriters in underwritten
offerings, in connection with an Underwritten Offering (3) in connection with an Underwritten Offering, obtain “comfort”
letters from the independent registered public accountants of the Company and the Guarantors (and, if necessary, any other registered
public accountant of any subsidiary of the Company or the Guarantors, or of any business acquired by the Company or the Guarantors
for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to
the Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered
in “comfort” letters in connection with underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) in connection with an Underwritten Offering,
deliver such documents and certificates as may be reasonably requested by the Underwriters, and which are customarily delivered
in underwritten offerings, to evidence the continued validity of the representations and warranties made pursuant to clause (1)
above and to evidence compliance with any customary conditions contained in an underwriting agreement.
(b)
In the case of a Shelf Registration Statement, the Company may require, as a condition to including such Holder’s
Registrable Securities in such Shelf Registration Statement, each Holder of Registrable Securities to furnish to the Company a
Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable
Securities and other documentation necessary to effectuate the proposed disposition as the Company and the Guarantors may from
time to time reasonably request in writing and require such Holder to agree in writing to be bound by all provisions of this Agreement
applicable to such Holder. Each Holder of Registrable Securities as to which any Shelf Registration is being effected agrees to
furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company
by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances under which they were made.
(c)
Each Participating Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of
any event of the kind described in Section 3(a)(vi)(2) or Section 3(a)(vi)(4) hereof, such Participating Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s
receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(xi)
hereof and, if so directed by the Company and the Guarantors, such Participating Holder will deliver to the Company and the Guarantors
all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus
and
any Free Writing Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.
(d)
If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to
a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall
be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented
or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice that such amendment or supplement
is not necessary; provided, however, that no such extension shall be made in the case where such suspension is solely
a result the Company’s compliance with Section 3(b) or any other suspension at the request of a Holder.
(e)
The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”)
that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities
included in such offering, subject in each case to consent by the Company (which shall not be unreasonably withheld or delayed
so long as such bank or manager is internationally recognized as a underwriter of debt securities offerings).
(f)
No Holder of Registrable Securities may participate in any Underwritten Offering hereunder unless such Holder (i) agrees
to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements.
4.
Participation of Broker-Dealers in Exchange Offer.
(a)
The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in an Exchange
Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities
(a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the
Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such
Exchange Securities.
The Company and
the Guarantors understand that it is the Staff’s position that if the Prospectus contained in an Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers
may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying
the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent
permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection
with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities
Act.
(b)
In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree
to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after
the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), if requested by one or more Participating
Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4 above. The Company and the Guarantors further agree that Participating Broker-Dealers
shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4.
(c)
The Dealer Managers shall have no liability to the Company, the Guarantors or any Holder with respect to any request that
they may make pursuant to Section 4(b) hereof.
5.
Indemnification and Contribution.
(a)
The Company and, if the Guarantees are registered under any effective Registration Statement, the Guarantors each will,
jointly and severally, indemnify and hold harmless each Dealer Manager and each Holder, their respective directors, officers and
employees, each Person, if any, who controls any Dealer Manager or any Holder within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, and each affiliate of any Dealer Manager within the meaning of Rule 405 under the Securities
Act (any of the foregoing, an “Indemnified Person”), from and against any and all losses, claims, damages and
liabilities, joint or several, to which such Dealer Manager, Holder, director, officer, employee, controlling Person or affiliate
may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus or any “issuer information”
(“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise
out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements
therein in the light of the circumstances under which they were made not misleading, and will reimburse each such Dealer Manager,
Holder, director, officer, employee, controlling Person or affiliate for any legal or other expenses reasonably incurred by such
Dealer Manager, Holder, director, officer, employee, controlling Person or affiliate in
connection with investigating
or defending any such loss, damage, liability, action or claim as such expenses are incurred; provided, however,
that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration
Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus or any Issuer Information in reliance upon and
in conformity with information relating to any Dealer Manager or any Holder furnished to the Company and the Guarantors in writing
by such Dealer Manager through the Representatives or by such Holder expressly for use therein.
(b)
Each Holder will, severally and not jointly, indemnify and hold harmless the Company, the Guarantors, the Dealer Managers
and the other selling Holders, the directors, officers and employees of the Company, the Guarantors, and the Dealer Managers, each
Person, if any, who controls the Company, the Guarantors, any Dealer Manager and any other selling Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and each affiliate of any Dealer Manager within the meaning
of Rule 405 under the Securities Act against any losses, claims, damages or liabilities to which the Company, the Guarantors, or
such Dealer Manager, other selling Holder, director, officer, employee, controlling Person or affiliate may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement,
any Prospectus as amended or supplemented or any Free Writing Prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary in order to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made
in any Registration Statement, any Prospectus as amended or supplemented or any Free Writing Prospectus in reliance upon and in
conformity with written information relating to such Holder furnished to the Company or the Guarantors by such Holder; and each
Holder will reimburse the Company, the Guarantors, and such Dealer Manager, other selling Holder, director, officer, employee,
controlling Person and affiliate in connection with investigating, or defending any such loss, damage, liability, action or claim
as such expenses are incurred, but only with reference to information relating to such Holder furnished to the Company in writing
by such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.
(c)
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party except to the extent such omission materially prejudices
the indemnifying party. In case
any such action shall be brought
against any indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.
(d)
To the extent the indemnification provided for in paragraph (a) or (b) of this Section 5 is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or liabilities referred to therein (or actions in respect thereof),
then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion
as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities
or Exchange Securities, on the one hand, and the Holders from receiving Securities or Exchange Securities registered under the
Securities Act, on the other. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnifying party failed to give notice required under paragraph (c) of this Section 5, then each indemnifying party
shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only
the relative benefits but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other
in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one
hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the
Company or the Guarantors on the one hand or such Holder on the other and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
(e)
The Company, the Guarantors and the Holders agree that it would not be just or equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred
by
such Indemnified Person in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be
required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities
sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.
(f)
The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.
(g)
The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers or any
Holder, any Person controlling any Dealer Manager or any Holder or any affiliate of any Dealer Manager, or by or on behalf of the
Company, the Guarantors, their officers or directors or any Person controlling the Company or the Guarantors, (iii) acceptance
of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. Notwithstanding
anything in this Section 5 to the contrary, the Guarantors shall have no liability under this Section 5 to any indemnified party
if the Guarantees have been terminated in accordance with the terms of the Indenture prior to the time any Registration Statement
has become effective.
6.
General.
(a)
No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that neither the Company
nor the Guarantors have entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent
with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.
(b)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company
has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties
hereto. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent thereafter shall be bound
by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 6(b), whether or not any notice,
writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities
or is delivered to such Holder. Each Holder may waive compliance with respect to any obligation of the Company or the Guarantors
under this Agreement as it may apply or be enforced by such particular Holder.
(c)
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Dealer Managers, the address set forth in the Dealer Manager Agreement; (ii) if
to the Company or the Guarantors, initially at the applicable addresses set forth in the Dealer Manager Agreement and thereafter
at such other address(es), notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other
Persons at their respective addresses as provided in the Dealer Manager Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.
(d)
Majority of Holders. Whenever an action or determination under this Agreement requires a majority of the aggregate
principal amount of the applicable holders, in determining such majority, if the Company shall issue any additional Securities
under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, then such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together
as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities
has been obtained.
(e)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns
and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent
Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject
to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Dealer Managers (in their capacity as Dealer Managers) shall
have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this Agreement.
(f)
Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between
the Company and the Guarantors, on the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.
(g)
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other
parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
(h)
Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement
and shall not limit or otherwise affect the meaning hereof.
(i)
Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement,
shall be governed by and construed in accordance with the laws of the State of New York.
(j)
Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant
or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or
against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Dealer Managers
shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.
7.
Creation and Termination of Obligations of Guarantors.
Notwithstanding
any other provisions of this Agreement, neither Cigna nor Express Scripts shall have any obligations under this Agreement until
such time as such entity shall have become a guarantor pursuant to the terms of the Indenture.
Further, it is acknowledged
that the Guarantees will terminate pursuant to the terms of the Indenture and, accordingly, it is agreed that, concurrently with
any termination of the Guarantees, all obligations of the Guarantors under this Agreement shall automatically terminate and all
references to the Guarantors in this Agreement shall be deemed to be eliminated.
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.
|
CIGNA CORPORATION
|
|
/s/
Timothy Buckley
|
|
|
Name:
Timothy Buckley
|
|
|
Title: Vice President and Treasurer
|
|
|
EXPRESS SCRIPTS HOLDING COMPANY, as guarantor
|
|
/s/
Timothy Buckley
|
|
|
Name:
Timothy Buckley
|
|
|
Title:
Vice President and Treasurer
|
|
|
CIGNA HOLDING COMPANY, as guarantor
|
|
/s/ Timothy Buckley
|
|
Name: Timothy Buckley
|
|
Title: Treasurer
|
|
|
|
|
J.P. MORGAN SECURITIES LLC
DEUTSCHE BANK SECURITIES, INC.
WELLS FARGO SECURITIES, LLC
For themselves and on behalf of the several Dealer Managers
J.P. MORGAN SECURITIES LLC
|
|
By:
|
/s/ Som Bhattacharyya
|
|
|
Name: Som Bhattacharyya
|
|
|
Title: Executive Director
|
|
DEUTSCHE BANK SECURITIES, INC.
|
|
By:
|
/s/ John C. McCabe
|
|
|
Name: John C. McCabe
|
|
|
Title: Managing Director
|
|
|
|
|
By:
|
/s/ Ryan Montgomery
|
|
|
Name: Ryan Montgomery
|
|
|
Title: Managing Director
|
|
WELLS FARGO SECURITIES, LLC
|
|
By:
|
/s/ Carolyn Hurley
|
|
|
Name: Carolyn Hurley
|
|
|
Title: Director
|
