EX-4.2



 Exhibit 4.2 
  

 
 CHURCH & DWIGHT CO., INC.

 $300,000,000 2.450% Senior Notes due 2019 

FIRST SUPPLEMENTAL INDENTURE 

Dated as of December 9, 2014 

to 
 Indenture Dated as of
December 9, 2014 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	ARTICLE I         DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
			
	 Section 1.01
	  	Definitions	  	 	1	  
	 Section 1.02
	  	Other Definitions	  	 	6	  
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	 	6	  
		
	 ARTICLE II       APPLICATION OF SUPPLEMENTAL
INDENTURE AND CREATION, FORMS, TERMS AND
 CONDITIONS OF NOTES
	  	 	7	  
			
	 Section 2.01
	  	Application of this First Supplemental Indenture	  	 	7	  
	 Section 2.02
	  	Creation of the Notes	  	 	7	  
	 Section 2.03
	  	Form of the Notes	  	 	7	  
	 Section 2.04
	  	Terms and Conditions of the Notes	  	 	7	  
		
	ARTICLE III       REDEMPTION	  	 	9	  
			
	 Section 3.01
	  	Optional Redemption	  	 	9	  
	 Section 3.02
	  	Notices to Trustee	  	 	9	  
	 Section 3.03
	  	Selection of Notes to Be Redeemed	  	 	9	  
	 Section 3.04
	  	Notice of Redemption	  	 	10	  
		
	ARTICLE IV       CHANGE OF CONTROL	  	 	10	  
			
	 Section 4.01
	  	Offer to Repurchase Upon Change of Control Triggering Event	  	 	10	  
		
	ARTICLE V         COVENANTS	  	 	12	  
			
	 Section 5.01
	  	Limitation on Secured Debt	  	 	12	  
	 Section 5.02
	  	Limitation on Sale and Leaseback Transactions	  	 	14	  
	 Section 5.03
	  	Exceptions	  	 	14	  
		
	ARTICLE VI       MISCELLANEOUS	  	 	15	  
			
	 Section 6.01
	  	Ratification of Indenture	  	 	15	  
	 Section 6.02
	  	Trust Indenture Act Controls	  	 	15	  
	 Section 6.03
	  	Notices	  	 	15	  
	 Section 6.04
	  	Governing Law	  	 	15	  
	 Section 6.05
	  	Successors and Assigns	  	 	15	  
	 Section 6.06
	  	Multiple Originals	  	 	15	  
	 Section 6.07
	  	Effect of Headings	  	 	15	  


  
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 FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of
December 9, 2014, among CHURCH & DWIGHT CO., INC., a Delaware corporation (the “Company”), having its principal office at 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as trustee (the “Trustee”). 
 RECITALS 

WHEREAS, the Company executed and delivered to the Trustee an indenture, dated as of December 9, 2014 (the “Base
Indenture” and together with the First Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the
“Securities”), to be issued in one or more series; 
 WHEREAS, Sections 2.01, 3.01 and 9.01 of the Base Indenture provide,
among other things, that by means of a supplemental indenture, the Company and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Base Indenture to create one or more series of Securities and establish the
form and terms thereof; 
 WHEREAS, the Company intends by this First Supplemental Indenture to create and provide for the issuance of a new
series of debt securities to be designated as the “2.450% Senior Notes due 2019” (the “Notes”); 
 WHEREAS, all
things necessary to make the Notes, when executed by the Company, authenticated by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Base Indenture and delivered as provided in the Base Indenture
against payment therefor, valid, binding and legal obligations of the Company according to their terms, and all actions required to be taken by the Company under the Base Indenture to make this First Supplemental Indenture a valid, binding and legal
agreement of the Company have been done; 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

(a) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture. 

(b) The following are definitions used in this First Supplemental Indenture, and to the extent that a term is defined both herein and in the
Base Indenture, the definition in this First Supplemental Indenture shall govern with respect to the Notes. 
 “Attributable
Debt” in respect of any sale and leaseback transaction means, at the date of determination, the present value (discounted at the rate of interest implicit in the terms of the 







 
lease as determined in good faith by the Company) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). “Net rental payments” under any lease for any period means the sum of the rental and other payments required to be paid in such period by the lessee thereunder, excluding any
amounts required to be paid by such lessee (whether or not designated as rental or additional rental payments) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee
thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. 

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating for any reason by each of
the Rating Agencies on the 60th day following the occurrence of a Change of Control (which date shall be extended if the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies on such 60th
day, such extension to last until the date on which the Rating Agency considering such possible downgrade either (x) rates the Notes below an Investment Grade Rating or (y) publicly announces that it is no longer considering the Notes for
possible downgrade; provided, that no such extension shall occur if any of the Rating Agencies rates the Notes with an Investment Grade Rating that is not subject to review for possible downgrade on such 60th day). 

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person, including any preferred stock and limited liability or partnership interests (whether general or limited), but excluding any debt securities convertible into such
equity. 
 “Change of Control” means the occurrence of any of the following: 

1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s 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 the Company’s subsidiaries; 
 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) becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock, measured by voting power rather than number of shares; 

3) the Company consolidates with, or merges with or into, any person (as that term is used in Section 13(d)(3) of the
Exchange Act), or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into
or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding 

  
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immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the
surviving person immediately after giving effect to such transaction; 
 4) the first day on which a majority of the members
of the board of directors of the Company cease to be Continuing Directors; or 
 5) the adoption of a plan relating to the
liquidation or dissolution of the Company. 
 Notwithstanding the foregoing, a transaction will not be deemed to be a Change of Control
under clause (2) above if (A) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (B)(i) the direct or indirect 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 (ii) immediately following that transaction no “person” (as that term is used in Section 13(d)(3)
of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company; provided that, upon the consummation of
any such transaction, “Change of Control” shall thereafter include any Change of Control of any direct or indirect parent of such holding company. 

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Comparable Treasury Issue” means the U.S. Treasury security selected by the 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 the Notes. 
 “Comparable Treasury Price” means, with respect to any Redemption Date (1) the average
of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four Reference Treasury Dealer
Quotations, the average of all of these quotations. 
 “Consolidated Net Tangible Assets” means, at the date of
determination, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding (i) any indebtedness for money borrowed having a maturity of less
than 12 months from the date of the Company’s then most recent consolidated balance sheet publicly available but which by its terms is renewable or extendible beyond 12 months from such date at the option of the borrower and (ii) current
maturities of long-term debt and capital leases) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on the Company’s then most recent consolidated balance
sheet publicly available and computed in accordance with generally accepted accounting principles. 

  
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 “Continuing Director” means, as of any date of determination, any member of the
Board of Directors of the Company who: 
  

	 	1)	was a member of such Board of Directors on the date of the issuance of the Notes; or 

  

	 	2)	was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either
by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination). 


“Fitch” means Fitch, Inc., a subsidiary of Fimalac, S.A., and its successors. 

“Funded Debt” means Debt which by its terms matures at or is extendible or renewable at the option of the obligor to a date
more than 12 months after the date of the creation of such Debt. 
 “Investment Grade Rating” means a rating equal to or
higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in each case, if such Rating Agency ceases to rate the applicable series of notes or fails to make a rating of such
series of notes publicly available for reasons outside of the Company’s control, the equivalent investment grade credit rating by the replacement agency selected by the Company. 

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust,
unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity, and includes a “person” as used in Section 13(d)(3) of the Exchange Act. 

“Principal Property” means any plant, office facility, warehouse, distribution center or equipment located within the United
States of America (other than its territories or possessions) and owned by the Company or any of its subsidiaries, the gross book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made
exceeds 1% of the Company’s Consolidated Net Tangible Assets, except any such property which the Company’s board of directors, in its good faith opinion, determines is not of material importance to the business conducted by the Company and
its subsidiaries, taken as a whole, as evidenced by a board resolution. 
 “Quotation Agent” means the Reference Treasury
Dealer selected by the Company. 
 “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and
(2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating


  
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organization,” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a
replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be. 
 “Redemption Date” means the
business day on which Notes are redeemed by the Company pursuant to Section 3.01 hereof. 
 “Reference Treasury
Dealer” means (i) each of Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective
successors (ii) one Primary Treasury Dealer selected by Wells Fargo Securities, LLC or its successor; provided, however, if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary Treasury
Dealer”), the Company shall substitute for such firm another Primary Treasury Dealer; and (iii) two other Primary Treasury Dealers selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Quotation Agent, 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 Quotation Agent 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. 

“Restricted Subsidiary” means any of the Company’s subsidiaries that owns or leases a Principal Property. 

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its
successors. 
 “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual equivalent yield
to maturity or interpolated, computed as of the second business day immediately preceding that Redemption Date, 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 that Redemption Date. 
 “Voting Stock” means, with respect to any specified
“person” as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 

  
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 Section 1.02 Other Definitions. 

 

			
	 Term
	 	 Defined in Section

	“Base Indenture”	 	Recitals
		
	“Change of Control Offer”	 	4.01(b)
		
	“Change of Control Payment”	 	4.01(a)
		
	“Change of Control Payment Date”	 	4.01(b)(ii)
		
	“Company”	 	Preamble
		
	“Debt”	 	5.01
		
	“DTC”	 	2.03
		
	“First Supplemental Indenture”	 	Preamble
		
	“Global Note”	 	2.03
		
	“Indenture”	 	Recitals
		
	“Interest Payment Date”	 	2.04(c)
		
	“Lien”	 	5.01
		
	“Maturity Date”	 	2.04(b)
		
	“Notes”	 	Recitals
		
	“Redemption Price”	 	3.01
		
	“Regular Record Date”	 	2.04(c)
		
	“Securities”	 	Recitals
		
	“Trustee”	 	Preamble
		
	“U.S. Government Obligation”	 	2.04(e)

 Section 1.03 Incorporation by Reference of Trust Indenture Act. The Indenture is subject to the
mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of the Indenture. The following Trust Indenture Act terms have the following meanings: 

“indenture securities” means the Notes. 

“indenture security holder” means a Holder. 

“indenture to be qualified” means this First Supplemental Indenture. 

  
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 “indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Company and any other obligor on the indenture securities. 

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, reference to another statute or
defined by Commission rule have the meanings assigned to them by such definitions. 
 ARTICLE II 

APPLICATION OF SUPPLEMENTAL INDENTURE 

AND CREATION, FORMS, TERMS AND CONDITIONS OF NOTES 

Section 2.01 Application of this First Supplemental Indenture. Notwithstanding any other provision of this First Supplemental
Indenture, the provisions of this First Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the Holders of the Notes. 

Section 2.02 Creation of the Notes. In accordance with Section 3.01 of the Base Indenture, the Company hereby creates the
Notes as a separate series of its Securities issued pursuant to the Indenture. The Notes shall be issued initially in an aggregate principal amount of $300,000,000. 

Section 2.03 Form of the Notes. The Notes shall be issued in the form of a global note, duly executed by the Company and
authenticated by the Trustee (the “Global Note”), which shall be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of “Cede & Co.,” as the nominee of
DTC. The Notes shall be substantially in the form of Exhibit A attached hereto. So long as DTC, or its nominee, is the registered owner of the Global Note, DTC or its nominee, as the case may be, shall be considered the sole owner or Holder of the
Notes represented by such Global Note for all purposes under the Indenture and under the Notes. Ownership of beneficial interests in such Global Note shall be shown on, and transfers thereof will be effective only through, records maintained by DTC
(with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). 

Section 2.04 Terms and Conditions of the Notes. The Notes shall be governed by all the terms and conditions of the Base Indenture,
as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes: 

(a) Title and Conditions of the Notes. The title of the Notes shall be as specified in the Recitals; and the aggregate
principal amount of the Notes shall be as specified in Section 2.02 of this Article II, except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04,
3.05, 3.06 or 9.06 of the Base Indenture. 

  
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 (b) Stated Maturity. The Notes shall mature, and the principal of the
Notes shall be due and payable in U.S. Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on December 9, 2019 (the “Maturity Date”). 

(c) Payment of Principal and Interest. The Notes shall bear interest at 2.450% per annum, from and including
December 9, 2014, or from the most recent Interest Payment Date (as defined hereafter) on which interest has been paid or provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest shall be calculated on the basis of a 360-day year comprised of twelve
30-day months. Interest on the Notes shall be payable semi-annually in arrears in U.S. Dollars on June 15 and December 15 of each year, commencing on June 15, 2015 (each such date, an “Interest Payment Date”).
Payments of interest shall be made to the Person in whose name a Note (or predecessor Note) is registered (which shall initially be DTC) at the close of business on the June 1 or December 1 (whether or not that date is a business day), as
the case may be, immediately preceding such Interest Payment Date (each such date, a “Regular Record Date”), and on the Maturity Date. If any Interest Payment Date would otherwise be a day that is not a business day, that Interest
Payment Date shall be postponed to the next date that is a business day. If the Maturity Date of the Notes falls on a day that is not a business day, the related payment of principal and interest shall be made on the next business day as if it were
made on the date such payment was due, and no interest shall accrue on the amounts so payable for the period from and after such date to the next business day. For this purpose “business day” means a weekday which is not a day when banking
institutions in the place of payment are authorized or required by law or regulation to be closed. 
 (d) Registration and
Form. The Notes shall be issuable as registered securities as provided in Section 2.03 in this Article II. The form of the Notes shall be as set forth in Exhibit A attached hereto. The Notes shall be issued and may be transferred
only in minimum denomination of $2,000 and integral multiples of $1,000 above that amount. All payments of principal, Redemption Price (as defined below) and accrued unpaid interest of the Notes shall be made by the Company by wire transfer of
immediately available funds in U.S. Dollars to the DTC or its nominee, as the case may be, as the registered owner of the Global Note representing such Notes. 

(e) Legal Defeasance and Covenant Defeasance. The provisions for defeasance in Section 13.02 of the Base Indenture,
and the provisions for covenant defeasance in Section 13.03 of the Base Indenture, shall be applicable to the Notes. 

(f) Further Issuance. Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Company
may, from time to time, without the consent of or notice to the Holders, create and issue further securities ranking equally and ratably with, and having the same terms and conditions as, the Notes (other than the original issuance date, the issue
price and, under certain circumstances, the initial interest payment date), so that such further securities will be consolidated and form a single series with the Notes, including for purposes of voting and redemptions, provided that any such
further securities shall be fungible with the Notes for U.S. federal income tax purposes. 

  
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 (g) Redemption. The Notes are subject to redemption by the Company in
whole or in part in the manner described herein. 
 (h) Ranking. The Notes shall be general unsecured obligations of
the Company. The Notes shall rank pari passu in right of payment with all unsecured and senior indebtedness of the Company and senior in right of payment to all subordinated indebtedness of the Company. 

(i) Sinking Fund. The Notes are not subject to any sinking fund. 

(j) Other Terms and Conditions. The Notes shall have such other terms and conditions as provided in the form thereof
attached as Exhibit A hereto. 
 ARTICLE III 

REDEMPTION 

Section 3.01 Optional Redemption. The Notes are redeemable, in whole or in part from time to time, at the option of the Company at
a redemption price (the “Redemption Price”) equal to the greater of: 
  

	 	(i)	100% of the principal amount of the Notes to be redeemed, and 

  

	 	(ii)	the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 15 basis points, 

 in each case plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

In addition, at any time on or after November 15, 2019, the Notes are redeemable in whole or in part from time to time, at the option of the Company at a
Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

Section 3.02 Notices to Trustee. The Company shall give each notice to the Trustee provided for in this Section at least 15 days
prior to the Redemption Date (unless the Trustee consents to a shorter period). Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions herein and in the Base Indenture.

 Section 3.03 Selection of Notes to Be Redeemed. If less than all the Notes are to be redeemed, the Notes to be redeemed will
be selected by the Trustee no more than 60 days prior to the Redemption Date in accordance with the customary procedures of DTC. The Trustee shall make the selection from outstanding Notes not previously called for redemption. 

  
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 The Trustee shall notify the Company promptly of the Notes or portions of the Notes to be
redeemed. 
 Section 3.04 Notice of Redemption. At least 15 days but not more than 60 days before the Redemption Date of
the Notes, the Company shall mail a notice of redemption by first-class mail to each Holder of the Notes to be redeemed at such Holder’s registered address. 

ARTICLE IV 
 CHANGE OF
CONTROL 
 Section 4.01 Offer to Repurchase Upon Change of Control Triggering Event. 

(a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has previously exercised, or
contemporaneously with the Change of Control Triggering Event, exercises its right to redeem the Notes pursuant to Section 3.01 hereof, each Holder of Notes will have the right to require the Company to repurchase all or a portion (equal to
$2,000 or integral multiples of $1,000 above that amount) of such Holder’s Notes pursuant to the Change of Control Offer (as described below), at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and
unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of repurchase (but excluding such date itself), subject to the right of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date (the “Change of Control Payment”). 
 (b) Within 30 days following the date upon which
the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to send, by first-class mail, a notice
(a “Change of Control Offer”), to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer and specify: 

(i) that the Change of Control Offer is being made pursuant to this Section 4.01 and that all Notes tendered will be
accepted for payment; 
 (ii) the Change of Control Payment and the repurchase date, which shall be a business day no earlier
than 30 days and no later than 60 days from the date such notice is mailed other than as may be required by law (the “Change of Control Payment Date”); 

(iii) the CUSIP or ISIN numbers for the Notes; 

(iv) that any Note not tendered will continue to accrue interest; 

(v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 

  
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 (vi) that Holders of Notes electing to have Notes repurchased pursuant to a
Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer
their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third business day prior to the Change of Control Payment Date; 

(vii) that Holders will be entitled to withdraw their election referred to in clause (vi) if the Paying Agent receives,
not later than the close of business on the second business day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for repurchase, and a
statement that such Holder is withdrawing his election to have the Notes repurchased; 
 (viii) that Holders whose Notes are
being repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or integral multiples of $1,000 above that
amount; and 
 (ix) if the notice is mailed prior to the date of consummation of the Change of Control, that the Change of
Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. 

(c) The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such
an offer in the manner, at times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. 

(d) On the Change of Control Payment Date, the Company will, to the extent lawful: 

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; 

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and 
 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the Company. 

(e) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes,
and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new 

  
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Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or integral
multiples of $1,000 above that amount. 
 (f) The Company will comply in all material respects with the requirements of Rule
14e-1 under the Exchange Act and any securities laws and regulations applicable to the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict
with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue
of such conflict. 
 ARTICLE V 

COVENANTS 
 The covenants
set forth in this Article V shall be applicable to the Company in addition to the covenants in Article X of the Base Indenture, which shall in all respects be applicable in respect of the Notes. 

Section 5.01 Limitation on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, incur, issue,
assume, or guarantee any debt securities, bonds, debentures or other similar evidence of indebtedness for money borrowed (“Debt”), secured by a pledge of, or mortgage or other lien on, any Principal Property, now owned or hereafter owned
by the Company or any Restricted Subsidiary, or any shares of Capital Stock or Debt of any Restricted Subsidiary (“Liens”), without effectively providing that the outstanding Notes (together with, if the Company shall so determine, any
other Company Debt or Debt of any Restricted Subsidiary then existing or thereafter created which is not subordinate to the Notes) shall be secured equally and ratably with (or prior to) such secured Debt so long as such secured Debt shall be so
secured. The foregoing restrictions do not apply to: 
 (a) Liens existing on the date of the Base Indenture; 

(b) Liens for taxes or assessments or governmental charges or levies not yet due or which are being contested in good faith and
by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the Company’s or the applicable Restricted Subsidiary’s books in accordance with generally accepted accounting practices; 

(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
Company’s or the applicable Restricted Subsidiary’s books in accordance with generally accepted accounting practices; 

  
 12 








 (d) pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by the Employee Retirement Income Security Act of 1974; 

(e) Liens imposed by law or in favor of U.S. or foreign governmental bodies to secure partial, progress, advance or other
payments; 
 (f) Liens to secure the performance of bids, tenders, letters of credit, trade contracts and leases (other than
Indebtedness), statutory obligations, surety, customs and appeal bonds, payment performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are
not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(h) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate
proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review or
Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; 

(i) Liens on any Principal Property acquired (whether by merger, consolidation, purchase, lease or otherwise) by the Company or
any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to, contemporaneously with, or within 360 days after, such acquisition; 

(j) Liens on any Principal Property constructed or improved by the Company or any Restricted Subsidiary after the date of the
Indenture which are created or assumed prior to, contemporaneously with, or within 360 days after, such construction or improvement, to secure or provide for the payment of all or any part of the cost of such construction or improvement (including
related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of the Indenture; 

(k) Liens on any property, shares of Capital Stock or Debt existing at the time of acquisition thereof, whether by merger,
consolidation, purchase, lease or otherwise (including liens on property, shares of capital stock or indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary); 

(l) Liens in favor of, or which secure Debt owing to, the Company or any Restricted Subsidiary; 

(m) any extension, renewal or replacement (or successive extensions, renewals or replacements) as a whole or in part, of any
Lien referred to in the foregoing clauses; provided that in the case of the first, ninth and tenth bullets above (1) such extension, 

  
 13 








 
renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such
property) and (2) the Debt secured by such Lien at such time is not increased. 
 Notwithstanding the foregoing, any Lien securing
outstanding Notes granted pursuant to this Section 5.01 will be automatically and unconditionally released and discharged upon the release by all Holders of the Debt secured by the Lien giving rise to the Lien securing the outstanding Notes
(including any deemed release upon payment in full of all obligations under such Debt) or, with respect to any particular Principal Property or Capital Stock of any particular Restricted Subsidiary securing outstanding Notes, upon any sale, exchange
or transfer to any person not an affiliate of the Company of such Principal Property or Capital Stock. 
 Section 5.02 Limitation on
Sale and Leaseback Transactions. Sale and leaseback transactions by the Company or any Restricted Subsidiary involving a Principal Property are prohibited unless either: 

(a) the Company or such Restricted Subsidiary would be entitled, without equally and ratably securing the outstanding Notes, to
incur Debt secured by a Lien on such property, pursuant to Section 5.01; or 
 (b) the Company, within 360 days after
such transaction, applies an amount not less than the net proceeds of the sale of the Principal Property leased pursuant to such arrangement to (x) the retirement of the Company’s Funded Debt; provided that the amount to be applied to the
retirement of the Company’s Funded Debt shall be reduced by (1) the principal amount of any outstanding Notes delivered within 360 days after such sale to the Trustee for retirement and cancellation, and (2) the principal amount of
Funded Debt, other than outstanding Notes, voluntarily retired by the Company within 360 days after such sale or (y) the purchase, construction or development of other property, facilities or equipment used or useful in the Company or its
Restricted Subsidiaries’ business. Notwithstanding the foregoing, no retirement referred to in this Section 6.02(b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision.
This restriction shall not apply to a sale and leaseback transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or involving the taking back of a lease for a period of less than three years. 

Section 5.03 Exceptions. Notwithstanding the restrictions set forth in Sections 5.01 and 5.02 of this First Supplemental Indenture
on limitations on secured Debt and limitations on sale and leaseback transactions, respectively, the Company and any Restricted Subsidiary may incur, issue, assume or guarantee Debt secured by a Lien on any Principal Property or on any Capital Stock
or Debt of any Restricted Subsidiary of the Company owning any Principal Property, or engage in the sale or transfer of any Principal Property and the leaseback of such Principal Property by the Company or any of its Restricted Subsidiary, provided
that at the time of such restricted transaction, after giving effect thereto, and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens on any Principal Property or on any
Capital Stock or Debt of any Restricted Subsidiary of the Company owning any Principal Property, together with the aggregate amount of Attributable Debt outstanding in respect of sale and leaseback transactions does not exceed 15% of Consolidated
Net Tangible Assets of the Company. 

  
 14 








 ARTICLE VI 

MISCELLANEOUS 

Section 6.01 Ratification of Indenture. This First Supplemental Indenture is executed and shall be constructed as an indenture
supplement to the Base Indenture, and as supplemented and modified hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and this First Supplemental Indenture shall be read, taken and constructed as one and the
same instrument. 
 Section 6.02 Trust Indenture Act Controls. If any provision of this First Supplemental Indenture limits,
qualifies or conflicts with another provision that is required or deemed to be included in this First Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control. 

Section 6.03 Notices. All notices and other communications shall be given as provided in the Indenture. 

Section 6.04 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 6.05 Successors and Assigns. All covenants and agreements in this First
Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 6.06 Multiple
Originals. This instrument 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 First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First
Supplemental Indenture and signature pages for all purposes. 
 Section 6.07 Effect of Headings. The Article and
Section headings herein are for convenience only and shall not affect the construction hereof. 

  
 15 








 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	CHURCH & DWIGHT CO., INC.


 
			
		
	By:	 	 /s/ Matthew T. Farrell

		 	Name: Matthew T. Farrell
		 	 Title: Executive Vice President,

          Chief Operating Officer

          and Chief Financial Officer





			
		
	Trustee:	 	


 
			
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee
		
	By:	 	 /s/ Martin Reed

		 	Name: Martin Reed
		 	Title: Vice President



  
 First Supplemental
Indenture Signature Page 








 EXHIBIT A 

FORM OF NOTE 
 THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME
OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 

CHURCH & DWIGHT CO., INC. 
  

 
 2.450% Notes due
2019 
 No.: R-1 
 CUSIP No. 171340 AJ1 

ISIN No.
US171340AJ15                                       
                                         
                                         
                                     $    
     
 CHURCH & DWIGHT CO., INC., 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 registered assigns, the principal sum of
                 DOLLARS ($         ) on, and to pay interest thereon from December 9, 2014 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing June 15, 2015, at the rate of 2.450% per annum, until the principal hereof is paid or made
available for payment. 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 Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 and December 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 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 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 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. 

  
 A-1 








 Payment of the principal of this Security and, unless otherwise paid as hereinafter provided, the
interest (if any) thereon will be made at the office or agency of the Company in New York, New York or at such other office or agency as designated by the Trustee, 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 payment of interest may be made at the option of the Company by check or draft mailed to the Person entitled thereto at the address appearing in the Security Register.
Additional provisions of this Security are set forth on the reverse hereof. 
 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. 

  
 A-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated:                      

 

			
	 CHURCH & DWIGHT CO., INC.

		
	By:	 	  



 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 

 

			
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee

		
	By:	 	  

		 	Authorized Signatory


 
			
		
	Dated:	 	



  
 A-3 








 Reverse of Security 

1. 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 December 9, 2014 (herein called the “Base Indenture”), from the Company to Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which
term includes any successor trustee under the Base Indenture), as supplemented by the First Supplemental Indenture, dated as of December 9, 2014 (the “First Supplemental Indenture” and, together with the Base Indenture, 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, limited in aggregate principal amount to
                     DOLLARS ($        ) except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06 or 9.06 of the Base Indenture. 

2. The Securities of this series are redeemable, in whole or in part from time to time, at the option of the Company at a redemption price
equal to the greater of: 
  

	 	(i)	100% of the principal amount of the Securities to be redeemed, and 

  

	 	(ii)	the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 basis points, 

 in each case plus accrued and unpaid interest thereon to, but excluding, the
Redemption Date. 
 In addition, at any time on or after November 15, 2019, the Securities of this series are redeemable, in whole or
in part from time to time, at the option of the Company at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be 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. 
 “Comparable Treasury Price” means, with respect to any Redemption Date
(1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four Reference
Treasury Dealer Quotations, the average of all of these quotations. 
 “Quotation Agent” means the Reference
Treasury Dealer selected by the Company. 

  
 A-4 








 “Redemption Date” means the date on which the Notes are redeemed by the
Company. 
 “Reference Treasury Dealer” means (i) each of Deutsche Bank Securities Inc., HSBC Securities
(USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary Treasury Dealers) and their respective successors (ii) one Primary Treasury Dealer selected by Wells Fargo Securities,
LLC or its successor; provided, however, if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Company shall substitute for such firm another Primary Treasury
Dealer; and (iii) two other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, 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 Quotation Agent 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 Security 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 Security, the amount of the
next succeeding Scheduled Interest Payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. 

“Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated, computed as of the second business day immediately preceding that Redemption Date, 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 that Redemption Date. 
 In the event of redemption of this Security in part only, a new
Security or Securities 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. 

3. Upon the occurrence of a Change of Control Triggering Event, unless the Company has previously exercised, or contemporaneously with the
Change of Control Triggering Event, exercise its right to redeem the Security pursuant to Section 2 of this Security, each Holder of Security will have the right to require the Company to repurchase all or a portion (equal to $2,000 or an
integral multiples of $1,000 above that amount) of such Holder’s Securities pursuant to the Change of Control Offer, at a purchase price equal to 101% of the principal amount of Securities repurchased plus accrued and unpaid interest, if any,
on the Securities repurchased, to, but excluding, the date of repurchase, subject to the right of Holders of Securities on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. 

“Change of Control” means the occurrence of any of the following: 

 

	 	(i)	 the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of
related 



  
 A-5 









	 	
transactions, of all or substantially all of the Company’s assets and the assets of the Company’s 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 the Company’s subsidiaries; 

  

	 	(ii)	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)
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock, measured by voting power rather than number of shares;


  

	 	(iii)	the Company consolidates with, or merges with or into, any person (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the
shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the
surviving person immediately after giving effect to such transaction; 

  

	 	(iv)	the first day on which a majority of the members of the board of directors of the Company cease to be Continuing Directors; or 

  

	 	(v)	the adoption of a plan relating to the liquidation or dissolution of the Company. 


Notwithstanding the foregoing, a transaction will not be deemed to be a Change of Control under clause (2) above if (A) the Company
becomes a direct or indirect wholly owned subsidiary of a holding company and (B)(i) the direct or indirect 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 (ii) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company; provided that, upon the consummation of any such transaction, “Change of Control” shall
thereafter include any Change of Control of any direct or indirect parent of such holding company. 
 “Change of Control Triggering
Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. 
 The Change of Control
Offer will be made in accordance with the terms specified in the Indenture. 
 4. The Indenture contains provisions for defeasance at any
time of (1) the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

  
 A-6 








 5. 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. 

6. 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 a majority in 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 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. 
 7. As provided in and subject to the provisions of the Indenture, the Holder of this Security 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 Securities of this series, the Holders of not less than 25% in principal amount of the Securities 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 and security satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such written 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 Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

8. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

9. 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 office or agency of the Company in any place where the principal of and any premium 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 his attorney duly authorized in writing, 

  
 A-7 








 
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. 
 10. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000
and integral multiples of $1,000 above that amount. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and
of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 11. No service charge shall be
made for any such registration of transfer or exchange, but the Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

12. 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. 
 13. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
 14. Customary abbreviations may be used in the name of a Holder of Securities or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). Additional abbreviations may also be used though not in the
above list. 
 15. The Indenture and the Securities shall be governed by and constructed in accordance with the laws of the State
of New York. 

  
 A-8 








 ELECTION FORM 

TO BE COMPLETED ONLY IF THE HOLDER 

ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER 

The undersigned hereby irrevocably requests and instructs the Company to repurchase the within Security (or the portion thereof specified
below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Security, to the
undersigned,                     , at
                    (please print or typewrite name and address of the undersigned). 

For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set
forth below or at such other place or places of which the Company shall from time to time notify the Holder of the within Security, either (i) the within Security with this “Election Form” form duly completed, or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the
Holder of the Security, (b) the principal amount of the Security, (c) the principal amount of the Security to be repurchased, (d) the certificate number or description of the tenor and terms of the Security, (e) a statement that
the option to elect repurchase is being exercised, and (f) a guarantee stating that the Security to be repurchased, together with this “Election Form” duly completed will be received by the Paying Agent three Business Days prior to
the Change of Control Payment Date. The address of the Paying Agent is Wells Fargo Bank, National Association, 150 East 42nd Street, 40th
Floor, New York, New York. 
 If less than the entire principal amount of the within Security is to be repurchased, specify the portion
thereof (which principal amount must be $2,000 or an integral multiple of $1,000 above that amount) which the Holder elects to have repurchased: $        . 

  
 9 








 Assignment Form 

To assign this Security, fill in the form below: (1) or (we) assign and transfer this Security to: 

 
  
  

			
	Assignee’s social security or tax I.D. number:	  	  



 

			
	Assignee’s name, address and zip code:	 	  


  
  

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:	  	  


  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Security)

  

			
	Signature Guarantee:	 	  

		 	(Participant in a Recognized Signature Guaranty Medallion Program)


  
 10