Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any
successor rating categories of Moodys) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Securities for reasons outside the
Companys control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
Lien means, with respect to any property of any person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property (including any capitalized lease obligation, conditional
sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any sale and leaseback transaction).
Moodys means Moodys Investors Service Inc., a subsidiary of Moodys Corporation, and its successors.
Permitted Lien means (i) Liens on the Capital Stock of a Significant Subsidiary to secure Debt incurred to finance the purchase price of such
Capital Stock; (ii) Liens on the Capital Stock of a Significant Subsidiary existing at the time such person becomes a Subsidiary, provided that any such Lien is not incurred in anticipation of such person becoming a Subsidiary; and
(iii) extensions, renewals, refinancings or replacements of any Lien referred to in the foregoing clauses (i) and (ii); provided, however, that any Liens permitted by any of the foregoing clauses (i) and (ii) shall not extend to or
cover any additional Capital Stock of a Significant Subsidiary, other than the property that previously secured such Lien.
Rating Agency
means: (1) each of Moodys and S&P; and (2) if either of Moodys or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside the Companys control, a
nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c) (2) (vi) (F) under the Exchange Act selected by the Company as a replacement agency for Moodys
or S&P, or both, as the case may be.
Ratings Decline means at any time during the period commencing on the earlier of, (i) the
occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, and ending 60 days thereafter (which period shall be extended so long as the rating
of the Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) that (a) the rating of the Securities shall be reduced by both Rating Agencies and (b) the Securities shall be rated below
Investment Grade by each of the Rating Agencies.
S&P means S&P Global Ratings, and its successors.
As provided in the Indenture and subject to certain limitations therein set forth, this Security is transferable by the registered holder hereof on the
Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company in the City of Chicago, State of Illinois, accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Security Registrar duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
relation thereto.
Prior to due presentment for registration of transfer of this Security, the Company, the Trustee, any Paying Agent and any Security
Registrar for the Securities may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Security shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the
Security Registrar for the Securities) for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 3.10 of the Indenture) interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar for the Securities shall be affected by any notice to the contrary.
No recourse shall be had for
the payment of the principal of, or the interest on, this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, shareholder, officer or director,
as such, past, present or future, of the Company or of any successor Person, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being hereby expressly waived and released as a condition of, and as a consideration for, the issuance hereof.
[Signature Page Global
Note due 2054]