Exhibit 4.6

 

CABLEVISION SYSTEMS CORPORATION

 

as Issuer

 

and

 

U.S. BANK NATIONAL ASSOCIATION

 

as Trustee

 

SECOND SUPPLEMENTAL INDENTURE

 

Dated as of September 27, 2012

 

to the Indenture dated as of April 2, 2010

 

$750,000,000 5.875% Senior Notes due 2022

 











 

TABLE OF CONTENTS

 

	
 
    	
 
    	
Page
    
	
 
    	
 
    	
 
    
	
ARTICLE 1
    
	
APPLICATION OF SECOND SUPPLEMENTAL INDENTURE
    
	
 
    	
 
    	
 
    
	
Section 1.01.
    	
Application of Second   Supplemental Indenture
    	
2
    
	
 
    	
 
    	
 
    
	
ARTICLE 2
    
	
DEFINITIONS
    
	
 
    	
 
    	
 
    
	
Section 2.01.
    	
Certain Terms Defined   in the Indenture
    	
2
    
	
Section 2.02.
    	
Definitions
    	
2
    
	
 
    	
 
    	
 
    
	
ARTICLE 3
    
	
FORM AND TERMS OF THE NOTES
    
	
 
    	
 
    	
 
    
	
Section 3.01.
    	
Form and Dating
    	
3
    
	
Section 3.02.
    	
Terms of the Notes
    	
4
    
	
Section 3.03.
    	
Optional Redemption
    	
5
    
	
 
    	
 
    	
 
    
	
ARTICLE 4
    
	
MISCELLANEOUS
    
	
 
    	
 
    	
 
    
	
Section 4.01.
    	
Conflict with Trust   Indenture Act
    	
6
    
	
Section 4.02.
    	
New York Law to Govern
    	
6
    
	
Section 4.03.
    	
Counterparts
    	
6
    
	
Section 4.04.
    	
Separability Clause
    	
6
    
	
Section 4.05.
    	
Ratification
    	
6
    
	
Section 4.06.
    	
Effectiveness
    	
7
    
	
Section 4.07.
    	
The Trustee
    	
7
    
	
 
    	
 
    	
 
    
	
EXHIBIT A   — Form of 5.875% Senior Notes due 2022
    	
A-1
    


 

i









 

SECOND SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 27, 2012, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).

 

RECITALS OF THE COMPANY

 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 2, 2010 (the “Base Indenture”), to provide for the issuance by the Company from time to time of Notes to be issued in one or more series as provided in the Indenture;

 

WHEREAS, Section 901 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any holders of Securities, to establish the form of any Securities, as permitted by Section 201 of the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section 301 of the Base Indenture, and to set forth the terms thereof;

 

WHEREAS, the Company and the Trustee executed and delivered a First Supplemental Indenture, dated as of April 15, 2010 (the “First Supplemental Indenture,” and together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”);

 

WHEREAS, the Company desires to execute this Second Supplemental Indenture pursuant to Section 201 of the Base Indenture to establish the form, and pursuant to Section 301 of the Base Indenture to provide for the issuance, of a series of its senior notes designated as its 5.875% Senior Notes due 2022 (the “Notes”), in an initial aggregate principal amount of $750,000,000.  The Notes are a series of Securities as referred to in Section 301 of the Base Indenture.

 

WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Sections 102 and 903 of the Base Indenture to the effect that the execution and delivery of the Second Supplemental Indenture is authorized or permitted under the Base Indenture and that all conditions precedent provided for in the Base Indenture to the execution and delivery of this Second Supplemental Indenture and the issuance of the Notes to be complied with by the Company have been complied with;

 

WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture;

 

WHEREAS, all things necessary have been done by the Company to make this Second Supplemental Indenture, when executed and delivered by the Company, a valid and legally binding instrument; and

 

WHEREAS, all things necessary have been done by the Company to make the Notes, when executed by the Company and authenticated and delivered in accordance with the provisions of the Indenture, the valid obligations of the Company;

 

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NOW, THEREFORE:

 

In consideration of the premises stated herein and the purchase of the Notes by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:

 

ARTICLE 1
 APPLICATION OF SECOND SUPPLEMENTAL INDENTURE

 

Section 1.01.         Application of Second Supplemental Indenture.  Notwithstanding any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly and solely for the benefit of the holders of the Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes.  Unless otherwise expressly specified, references in this Second Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Second Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other document.  All Initial Notes and Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

 

ARTICLE 2
 DEFINITIONS

 

Section 2.01.         Certain Terms Defined in the Indenture.  For purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture, as amended hereby.

 

Section 2.02.         Definitions.  For the benefit of the holders of the Notes, Section 101 of the Base Indenture shall be amended by adding the following new definitions:

 

“Additional Notes” has the meaning specified in Section 3.02(b) hereof.

 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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.

 

“Base Indenture” has the meaning specified in the recitals hereof.

 

“Comparable Treasury Issue” means the United States Treasury security selected by a Quotation Agent 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 such Notes.

 

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after

 

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excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“Global Note” has the meaning specified in Section 3.01(a) hereof.

 

“Indenture” has the meaning specified in the recitals hereof.

 

“Initial Notes” has the meaning specified in Section 3.02(b) hereof.

 

“Notes” has the meaning specified in the recitals hereof.

 

“Quotation Agent” means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company.

 

“Reference Treasury Dealer” means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after consultation with the Company.

 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

 

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

 

“TIA” has the meaning specified in Section 4.01 hereof.

 

“Trustee” has the meaning specified in the first paragraph hereof.

 

ARTICLE 3
 FORM AND TERMS OF THE NOTES

 

Section 3.01.         Form and Dating.  The Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A attached hereto.  The Notes shall be executed on behalf of the Company by an Officer of the Company.  The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

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The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

 

(a)           Global Notes.  The Notes shall be issued initially in global form (the “Global Notes”), which shall be deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., the Depositary’s nominee, duly executed on behalf of the Company by an Officer of the Company, and authenticated by the Trustee in accordance with Section 202 of the Base Indenture.

 

(b)           Book-Entry Provisions.  This Section 3.01(b) shall apply only to the Global Notes deposited with the Trustee as custodian for the Depositary.

 

The Company shall execute and the Trustee shall, in accordance with Section 202 of the Base Indenture, authenticate, and hold each Global Note as custodian for the Depositary.

 

Section 3.02.         Terms of the Notes.  The following terms relating to the Notes are hereby established pursuant to Section 301 of the Base Indenture:

 

(a)           Title.  The Notes shall constitute a series of Notes having the title “5.875% Senior Notes due 2022”.

 

(b)           Principal Amount.  The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $750,000,000.  The Company may from time to time, without the consent of the holders of Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, Maturity and other terms as the Initial Notes (except for the payment of interest accruing prior to the issue date of such Additional Notes, or, in some cases, the first Interest Payment Date following the issue of such Additional Notes).  Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires.  The aggregate principal amount of the Additional Notes shall be unlimited.

 

(c)           Maturity Date.  The entire Outstanding principal of the Notes shall be payable on September 15, 2022.

 

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(d)           Interest Rate.  The rate at which the Notes shall bear interest shall be 5.875% per annum.  The date from which interest shall accrue on the Notes shall be September 27, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for.  The Interest Payment Dates for the Notes shall be March 15 and September 15 of each year, beginning March 15, 2013.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1, as the case may be, immediately preceding such Interest Payment Date.

 

(e)           Payment.  The Trustee shall be the initial Paying Agent and Security Registrar.  Payment of the principal and interest shall be at the corporate office of the Trustee in the Borough of Manhattan, The City of New York; provided, however, that each installment of interest and principal on the Notes may at the Company’s option be paid by check to the holders at the holder’s address in the Security Register.  The Notes shall initially be issued as Global Notes.  Payments with respect to Notes represented by one or more Global Notes shall be made by wire transfer of immediately available funds to the account specified by the Depositary.  Payments with respect to Notes represented by one or more Definitive Notes held by a holder of at least U.S.$1,000,000 aggregate principal amount of Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 10 days immediately preceding the relevant due date for payment (or such other date as the Trustee or Paying Agent may accept in its discretion).

 

(f)            Currency.  The currency of denomination of the Notes is United States Dollars.  Payment of principal of and interest and premium, if any, on the Notes shall be made in United States Dollars.

 

Section 3.03.         Optional Redemption.

 

(a)           The Notes shall be redeemable in whole or in part at any time and from time to time at the Company’s option.  Upon redemption of the Notes, the Company shall pay a Redemption Price equal to the greater of:

 

(i)            100% of the principal amount of the Notes to be redeemed, as the case may be; or

 

(ii)           as determined by a Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points with respect to the Notes, plus, accrued and unpaid interest to the Redemption Date.

 

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ARTICLE 4
 MISCELLANEOUS

 

Section 4.01.         Conflict with Trust Indenture Act.  If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with the duties imposed by the Trust Indenture Act (the “TIA”) Sections 310 to 318, inclusive, or conflicts with any provision (an “incorporated provision”) required by or deemed to be included in this Second Supplemental Indenture by operation of such TIA Sections, such imposed duties or incorporated provision shall control.  If any provision of this Second Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Second Supplemental Indenture as so modified or excluded, as the case may be.

 

Section 4.02.         New York Law to Govern.

 

THE SECOND 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 LAWS PRINCIPLES.  THIS SECOND SUPPLEMENTAL INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS SECOND SUPPLEMENTAL INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.

 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 4.03.         Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

Section 4.04.         Separability Clause.  In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 4.05.         Ratification.  The Base Indenture as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed.  The Indenture shall be read, taken and construed as one and the same instrument.  All provisions included in this Second Supplemental Indenture with respect to the Notes supersede any conflicting

 

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provisions included in the Base Indenture unless not permitted by law.  The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.

 

Section 4.06.         Effectiveness.  The provisions of this Second Supplemental Indenture shall become effective as of the date hereof.

 

Section 4.07.         The Trustee.  The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Company.  The recitals contained herein shall be taken as the statements solely of the Company, and the Trustee assumes no responsibility for the correctness thereof.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

 

	
 
    	
CABLEVISION   SYSTEMS CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kevin Watson
    
	
 
    	
Name:
    	
Kevin   Watson
    
	
 
    	
Title:
    	
Senior   Vice President & Treasurer
    
	
 
    	
 
    
	
 
    	
U.S.   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John J. Doherty
    
	
 
    	
Name:
    	
John   J. Doherty
    
	
 
    	
Title:
    	
Vice   President
    


 









 

EXHIBIT A

 

[FACE OF NOTE]

 

CABLEVISION SYSTEMS CORPORATION

 

[Global Notes Legend]

 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

CABLEVISION SYSTEMS CORPORATION

 

5.875% Senior Notes due 2022

 

CUSIP NO. 12686CBB4
 ISIN NO. US12686CBB46

 

	
No. R-
    	
US$[                    ]
    


 

Cablevision Systems Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                     or its registered assigns, the principal sum of [                    ] Million Dollars ($[        ]) on September 15, 2022, and to pay interest thereon from September 27, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 2013, to the Persons in whose names the Notes are registered at the close of business on the immediately preceding March 1 or September 1, as the case may be, at the rate of 5.875% per annum, until the principal hereof is paid or made available for payment, provided, however that any principal and premium, if any, and any such installment of interest, which is overdue shall bear

 

 











 

interest at the rate of 5.875% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand).  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Notes (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will 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 Note (or one or more Predecessor Notes) 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 holder of Notes of this series not less than 10 days prior to 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 Notes 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 any such interest on this Note will be made at the office or agency of the Company maintained for that purpose in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

 

Reference is hereby made to the further provisions of this Note 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 Note 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.

 

	
 
    	
CABLEVISION   SYSTEMS CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    
	
 
    	
Title:
    
	
 
    	
 
    
	
Attest:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
Title:
    	
 
    


 











 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

 

Dated:

 

	
 
    	
U.S.   Bank National Association,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signatory
    


 











 

[Form of Reverse of Note]

 

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an Indenture, dated as of April 2, 2010, as supplemented by the Second Supplemental Indenture dated as of September 27, 2012 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the ‘“Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

 

The Notes shall be redeemable in whole or in part at any time and from time to time at the Company’s option.  Upon redemption of the Notes, the Company shall pay a Redemption Price equal to the greater of:

 

(a)           100% of the principal amount of the Notes to be redeemed; or

 

(b)           as determined by a Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus accrued and unpaid interest to the Redemption Date.

 

The following definitions shall apply to the Notes:

 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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.

 

“Comparable Treasury Issue” means the United States Treasury security selected by a Quotation Agent 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 such Notes.

 

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“Quotation Agent” means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company.

 

“Reference Treasury Dealer” means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after consultation with the Company.

 











 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

 

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

 

In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof.

 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

 

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes 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 Notes 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 a majority in principal amount of the Notes at the time Outstanding of each series to be affected.  The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the holders of all Notes 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 Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note 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 Note.

 

As provided in and subject to the provisions of the Indenture, the holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute

 











 

proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to any suit instituted by the holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note 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 Note may be registered and this Note may be exchanged as provided in the Indenture.

 

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Note 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 Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles.

 

Each of the Company and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note.

 

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 









 

ASSIGNMENT FORM

 

To assign this Note, fill in the form below:

 

I or we assign and transfer this Note to:

	
 
    
	
(Insert   assignee’s social security or tax I.D. no.)
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
(Print   or type assignee’s name, address and zip code)
    
	
 
    
	
and irrevocably appoint                                  as agent to transfer this Note on the books of the Company.  The agent may substitute another to act for   him.
    
	
 
    
	
 
    


 

	
Your Signature:
    	
 
    
	
 
    	
(Sign exactly as your name appears on the other side of this Note)
    


 

	
Your Name:
    	
 
    


 

	
Date:
    	
 
    	
 
    


 

	
Signature Guarantee:
    	
 
    	
*
    


 




*                 NOTICE:  The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs:  (i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.

 











 

[TO BE ATTACHED TO GLOBAL SECURITIES]

 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

 

The following exchanges of an interest in this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of an interest in another Global Note or a Definitive Note for an interest 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
   signatory of Trustee or
   Notes Custodian