Form of Subordinated Debt Indenture



 Exhibit 4.14 
 CONSOL ENERGY INC. 
 AS ISSUER 
 TO 
  

					
		 	  
	 	
		 	TRUSTEE	 	

 Form of 
 Subordinated Debt 
 Indenture 
 DATED AS OF                     , 20     







 CONSOL ENERGY INC. 
 RECONCILIATION AND TIE BETWEEN TRUST 
 INDENTURE ACT OF 1939, AS AMENDED 
 AND INDENTURE, DATED AS OF                     ,
20     
  

					
	 TRUST INDENTURE
      ACT SECTION
	  	INDENTURE SECTION
	     Section 310
	  	(a) (1)	  	6.9
		  	(a) (2)	  	6.9
		  	(a) (3)	  	Not Applicable
		  	(a) (4)	  	Not Applicable
		  	(b)	  	6.8, 6.10
	     Section 311
	  	(a)	  	6.13
		  	(b)	  	6.13
	     Section 312
	  	(a)	  	7.1, 7.2 (a)
		  	(b)	  	7.2 (b)
		  	(c)	  	7.2 (c)
	     Section 313
	  	(a)	  	7.3 (a)
		  	(b)	  	Not Applicable
		  	(c)	  	7.3 (a), 7.3 (b)
		  	(d)	  	7.3 (b)
	     Section 314
	  	(a)	  	7.4
		  	(b)	  	Not Applicable
		  	(c) (1)	  	1.2
		  	(c) (2)	  	1.2
		  	(c) (3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	1.2
	     Section 315
	  	(a)	  	6.1 (a)
		  	(b)	  	6.2
		  	(c)	  	6.1 (b)
		  	(d)	  	6.1 (c)
		  	(d) (1)	  	6.1 (a), 6.1 (c)
		  	(d) (2)	  	6.1 (c)
		  	(d) (3)	  	6.1 (c)
		  	(e)	  	5.14
	     Section 316
	  	(a) (1) (A)	  	5.12
		  	(a) (1) (B)	  	5.2, 5.13
		  	(a) (2)	  	Not Applicable
		  	(b)	  	5.8
	     Section 317
	  	(a) (1)	  	5.3
		  	(a) (2)	  	5.4
		  	(b)	  	10.9
	     Section 318
	  	(a)	  	1.7

 NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A PART OF THIS INDENTURE.








 TABLE OF CONTENTS 
  

					
	  	  	 Page

		  	 ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
	 § 1.1.
	  	Definitions.	  	1
		  	Act	  	2
		  	Affiliate	  	2
		  	Authenticating Agent	  	2
		  	Bankruptcy Law	  	2
		  	Board of Directors	  	2
		  	Board Resolution	  	2
		  	Business Day	  	2
		  	Capitalized Lease Obligations	  	2
		  	Capital Stock	  	2
		  	Commission	  	3
		  	Common Depositary	  	3
		  	Company	  	3
		  	Company Request	  	3
		  	Company Order	  	3
		  	Corporate Trust Office	  	3
		  	Covenant Defeasance	  	3
		  	Currency Agreement	  	3
		  	Custodian	  	3
		  	Default	  	3
		  	Defaulted Interest	  	3
		  	Defeasance	  	3
		  	Dollars	  	3
		  	Event of Default	  	3
		  	Exchange Act	  	4
		  	GAAP	  	4
		  	Holder	  	4
		  	Security holder	  	4
		  	Indebtedness	  	4
		  	Indenture	  	4
		  	Interest	  	4
		  	Interest Payment Date	  	4
		  	Interest Rate Agreement	  	4
		  	Interest Swap Obligations	  	5
		  	Lien	  	5
		  	Maturity	  	5
		  	Officer	  	5
		  	Officer’s Certificate	  	5
		  	Opinion of Counsel	  	5
		  	Original Issue Discount Security	  	5

  

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		  	Outstanding	  	5
		  	Paying Agent	  	6
		  	Person	  	6
		  	Place of Payment	  	6
		  	Redemption Date	  	6
		  	Redemption Price	  	6
		  	Registered Security	  	6
		  	Regular Record Date	  	7
		  	Responsible Officer	  	7
		  	Securities	  	7
		  	Significant Subsidiary	  	7
		  	Special Record Date	  	7
		  	Stated Maturity	  	7
		  	Subsidiary	  	7
		  	Trust Indenture Act	  	8
		  	Trustee	  	8
		  	U.S. Depositary	  	8
		  	U.S. Government Obligations	  	8
		  	Vice President	  	9
	 §1.2.
	  	Compliance Certificates and Opinions.	  	9
	 §1.3.
	  	Form of Documents Delivered to Trustee.	  	9
	 §1.4.
	  	Acts of Holders.	  	10
	 §1.5.
	  	Notices, Etc., to Trustee and Company.	  	11
	 §1.6.
	  	Notice to Holders; Waiver.	  	11
	 §1.7.
	  	Conflict with Trust Indenture Act.	  	12
	 §1.8.
	  	Effect of Headings and Table of Contents.	  	12
	 §1.9.
	  	Successors and Assigns.	  	12
	 §1.10.
	  	Separability Clause.	  	12
	 §1.11.
	  	Benefits of Indenture.	  	12
	 §1.12.
	  	Governing Law.	  	13
	 §1.13.
	  	Legal Holidays.	  	13
	 §1.14.
	  	No Recourse Against Others.	  	13
		  	ARTICLE 2 SECURITY FORMS	  	13
	 §2.1.
	  	Forms Generally.	  	13
	 §2.2.
	  	Form of Face of Security.	  	14
	 §2.3.
	  	Form of Reverse of Security.	  	16
	 §2.4.
	  	Form of Trustee’s Certificate of Authentication.	  	21
	 §2.5.
	  	Securities in Global Form.	  	21
	 §2.6.
	  	CUSIP Number.	  	22
	 §2.7.
	  	Form of Legend for the Securities in Global Form.	  	22
		  	ARTICLE 3 THE SECURITIES	  	22
	 §3.1.
	  	Amount Unlimited; Issuable in Series.	  	22
	 §3.2.
	  	Denominations.	  	25
	 §3.3.
	  	Execution, Authentication, Delivery and Dating.	  	25
	 §3.4.
	  	Temporary Securities.	  	27

  

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	 §3.5.
	  	Registration, Registration of Transfer and Exchange.	  	28
	 §3.6.
	  	Mutilated, Destroyed, Lost and Wrongfully Taken Securities.	  	30
	 §3.7.
	  	Payment of Interest; Interest Rights Preserved.	  	30
	 §3.8.
	  	Persons Deemed Owners.	  	32
	 §3.9.
	  	Cancellation.	  	32
	 §3.10.
	  	Computation of Interest.	  	33
		  	ARTICLE 4 SATISFACTION AND DISCHARGE	  	33
	 §4.1.
	  	Satisfaction and Discharge of Indenture.	  	33
	 §4.2.
	  	Application of Trust Money.	  	34
		  	ARTICLE 5 REMEDIES	  	34
	 §5.1.
	  	Events of Default.	  	34
	 §5.2.
	  	Acceleration of Maturity; Rescission and Annulment.	  	36
	 §5.3.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	37
	 §5.4.
	  	Trustee May File Proofs of Claim.	  	38
	 §5.5.
	  	Trustee May Enforce Claims Without Possession of Securities.	  	38
	 §5.6.
	  	Application of Money Collected.	  	39
	 §5.7.
	  	Limitation on Suits.	  	39
	 §5.8.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest.	  	40
	 §5.9.
	  	Restoration of Rights and Remedies.	  	40
	 §5.10.
	  	Rights and Remedies Cumulative.	  	40
	 §5.11.
	  	Delay or Omission Not Waiver.	  	41
	 §5.12.
	  	Control by Holders.	  	41
	 §5.13.
	  	Waiver of Past Defaults.	  	41
	 §5.14.
	  	Undertaking for Costs.	  	42
		  	ARTICLE 6 THE TRUSTEE	  	42
	 §6.1.
	  	Certain Duties and Responsibilities of the Trustee.	  	42
	 §6.2.
	  	Notice of Defaults.	  	42
	 §6.3.
	  	Certain Rights of Trustee.	  	43
	 §6.4.
	  	Not Responsible for Recitals or Issuance of Securities.	  	44
	 §6.5.
	  	May Hold Securities.	  	44
	 §6.6.
	  	Money Held in Trust.	  	44
	 §6.7.
	  	Compensation and Reimbursement.	  	45
	 §6.8.
	  	Disqualification; Conflicting Interests.	  	45
	 §6.9.
	  	Corporate Trustee Required; Eligibility.	  	45
	 §6.10.
	  	Resignation and Removal; Appointment of Successor.	  	46
	 §6.11.
	  	Acceptance of Appointment by Successor or Additional Trustees.	  	47
	 §6.12.
	  	Merger, Conversion, Consolidation or Succession to Business.	  	48
	 §6.13.
	  	Preferential Collection of Claims Against Company.	  	49
	 §6.14.
	  	Appointment of Authenticating Agent.	  	49
		  	ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	50
	 §7.1.
	  	Company to Furnish Trustee Names and Addresses of Holders.	  	50
	 §7.2.
	  	Preservation of Information; Communications to Holders.	  	51
	 §7.3.
	  	Reports by Trustee.	  	52
	 §7.4.
	  	Reports by Company.	  	52

  

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		  	ARTICLE 8 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER	  	53
	 §8.1.
	  	When Company May Merge, Etc.	  	53
	 §8.2.
	  	Opinion of Counsel.	  	54
	 §8.3.
	  	Successor Corporation Substituted.	  	54
		  	ARTICLE 9 SUPPLEMENTAL INDENTURES	  	54
	 §9.1.
	  	Supplemental Indentures Without Consent of Holders.	  	54
	 §9.2.
	  	Supplemental Indentures with Consent of Holders.	  	55
	 §9.3.
	  	Execution of Supplemental Indentures.	  	56
	 §9.4.
	  	Effect of Supplemental Indentures.	  	57
	 §9.5.
	  	Conformity with Trust Indenture Act.	  	57
	 §9.6.
	  	Reference in Securities to Supplemental Indentures.	  	57
		  	ARTICLE 10 COVENANTS	  	57
	 §10.1.
	  	Payments of Securities.	  	57
	 §10.2.
	  	Maintenance of Office or Agency.	  	57
	 §10.3.
	  	Corporate Existence.	  	58
	 §10.4.
	  	Payment of Taxes and Other Claims.	  	58
	 §10.5.
	  	Compliance Certificates.	  	59
	 §10.6.
	  	Waiver of Stay, Extension or Usury Laws.	  	59
	 §10.7.
	  	Money for Securities Payments to Be Held in Trust.	  	60
		  	ARTICLE 11 REDEMPTION OF SECURITIES	  	61
	 §11.1.
	  	Applicability of Article.	  	61
	 §11.2.
	  	Election to Redeem; Notice to Trustee.	  	61
	 §11.3.
	  	Selection by Trustee of Securities to Be Redeemed.	  	61
	 §11.4.
	  	Notice of Redemption.	  	62
	 §11.5.
	  	Deposit of Redemption Price.	  	63
	 §11.6.
	  	Securities Payable on Redemption Date.	  	63
	 §11.7.
	  	Securities Redeemed in Part.	  	63
		  	ARTICLE 12 SINKING FUNDS	  	64
	 §12.1.
	  	Applicability of Article.	  	64
	 §12.2.
	  	Satisfaction of Sinking Fund Payments with Securities.	  	64
	 §12.3.
	  	Redemption of Securities for Sinking Fund.	  	64
		  	ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE	  	65
	 §13.1.
	  	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.	  	65
	 §13.2.
	  	Defeasance and Discharge.	  	65
	 §13.3.
	  	Covenant Defeasance.	  	66
	 §13.4.
	  	Conditions to Defeasance or Covenant Defeasance.	  	66
	 §13.5.
	  	Deposited Money and Government Obligations To Be Held In Trust.	  	68
		  	ARTICLE 14 MISCELLANEOUS	  	68
	 §14.1.
	  	Miscellaneous.	  	68
		  	ARTICLE 15 SUBORDINATION	  	68
	 §15.1.
	  	Securities Subordinated to Senior Indebtedness.	  	68
	 §15.2.
	  	Reliance on Certificate of Liquidating Agent; Further Evidence as to Ownership of Senior Indebtedness.	  	72

  

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	 §15.3.
	  	Payment Permitted If No Default.	  	72
	 §15.4.
	  	Disputes with Holders of Certain Senior Indebtedness.	  	73
	 §15.5.
	  	Trustee Not Charged with Knowledge of Prohibition.	  	73
	 §15.6.
	  	Trustee to Effectuate Subordination.	  	74
	 §15.7.
	  	Rights of Trustee as Holder of Senior Indebtedness.	  	74
	 §15.8.
	  	Article Applicable to Paying Agents.	  	74
	 §15.9.
	  	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness.	  	74
	 §15.10.
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness.	  	75

  

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 Subordinated Debt Indenture (the “Indenture”), dated as of
            , 20    , between CONSOL ENERGY INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at Consol Plaza, 1800 Washington Road, Pittsburgh, Pennsylvania 15241 and
                    , a              banking corporation (herein called the
“Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (herein
called the “Securities”), to be issued in one or more series as in this Indenture provided. 
 All things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
 ARTICLE 1 
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL
APPLICATION 
 § 1.1. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms
defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
 (2) all other
terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; 
 (4) the word “Including” (and with the correlative meaning “Include”) means including, without limiting the generality of, any description following such term; and 







 (5) the words “Herein,” “Hereof” and “Hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 Certain terms, used principally
in Article Six, are defined in that Article. 
 “Act,” when used with respect to any Holder, has the meaning specified in
Section 1.4. 
 “Affiliate” means another Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

 “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.

 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
 “Board of Directors” means the board of directors of the Company; provided, however, that when the context refers to actions or resolutions of
the Board of Directors, then the term “Board of Directors” shall also mean any duly authorized committee of the Board of Directors of the Company or Officer authorized to act with respect to any particular matter to exercise the power of
the Board of Directors of the Company. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in that Place of Payment are authorized or obligated by law or regulation to close. 
 “Capitalized Lease
Obligations” means Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP and the amount of such Indebtedness shall be the capitalized amount of such
obligations determined in accordance with GAAP. 
 “Capital Stock” means: (1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a 

  

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partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
 “Common
Depositary” has the meaning specified in Section 3.4. 
 “Company” means the Person named as the “Company” in
the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board,
its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
 “Corporate Trust Office” means the principal corporate trust office of the Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at                     , New York, NY. 
 “Covenant Defeasance” has the meaning specified in Section 13.3. 
 “Currency Agreement” shall mean any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to
protect such Person or any of its Restricted Subsidiaries against fluctuations in currency values. 
 “Custodian” means any
receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 
 “Default” means any event
which is, or after notice or passage of time or both would be, an Event of Default. 
 “Defaulted Interest” has the meaning
specified in Section 3.7. 
 “Defeasance” has the meaning specified in Section 13.2. 
 “Dollars” and “$” means lawful money of the United States of America. 
 “Event of Default” has the meaning specified in Section 5.1. 
  


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 “Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time, and
the rules and regulations promulgated thereunder. 
 “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as have been approved by a significant segment of the accounting profession, which are in effect from time to time. 
 “Holder” or
“Security holder” means a Person in whose name a Security is registered in the Security Register. 
 “Indebtedness” means
(without duplication), with respect to any Person, any indebtedness, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar instruments or representing the balance deferred and unpaid of the purchase price of any property (excluding, without limitation, any balances that constitute subscriber advance
payments and deposits, accounts payable or trade payables, and other accrued liabilities arising in the ordinary course of business) if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and shall also include, to the extent not otherwise included, (i) any Capitalized Lease Obligations, (ii) obligations secured by a lien to which the property or assets owned or held by such Person
is subject, whether or not the obligation or obligations secured thereby shall have been assumed, (iii) guaranties of items of other Persons which would be included within this definition for such other Persons (whether or not such items would
appear upon the balance sheet of the guarantor), (iv) in the case of the Company, Preferred Stock of its Restricted Subsidiaries and (v) obligations of any such Person under any Interest Rate Agreement applicable to any of the foregoing.
Notwithstanding the foregoing, Indebtedness shall not include any interest or accrued interest until due and payable. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated by Section 3.1. 
 “Interest,” when used with
respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to protect the party
indicated therein against fluctuations in interest rates. 
  

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 “Interest Swap Obligations” shall mean the obligations of any Person pursuant to any interest
rate swap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates. 
 “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien, charge or adverse claim affecting title or resulting in an
encumbrance against real or personal property or a security interest of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof other than a lease which is not a Capitalized
Lease Obligation.) 
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or
an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
 “Officer” means the Chairman of the Board, the Vice Chairman of the Board, the President, any Senior or Executive Vice President, any Vice
President, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of the Company. 
 “Officer’s Certificate” means a certificate of the Company signed by the Chairman of the Board, the President, the Chief Financial Officer, the Treasurer or a Vice President of the Company. 
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee. 
 “Original Issue Discount Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2. 
 “Outstanding,” when used with respect to Securities or Securities of any series, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Securities which have been paid 

  

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pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other
than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and
(iv) Securities which have been defeased pursuant to Section 13.2; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (a) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be that portion of the principal amount thereof that could be
declared to be due and payable upon the occurrence of an Event of Default and the continuation thereof pursuant to the terms of such Original Issue Discount Security as of the date of such determination and (b) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or
interest on any Securities on behalf of the Company. The Company may act as Paying Agent with respect to any Securities issued hereunder. 
 “Person” means any individual, corporation, partnership, limited 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. 
 “Place of Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.1. 
 “Redemption Date,” when used with respect to any Security of any series to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price,” when used with respect to any Security of any series to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture. 
 “Registered Security” means any Security issued hereunder and registered in the Security Register.

  

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 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.1. 
 “Responsible Officer,” when used
with respect to the Trustee, means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject. 
 “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5. 
 “Senior Indebtedness” is defined as the principal,
premium, if any, and interest on (i) all indebtedness of the Company, whether outstanding on the date of the issuance of Subordinated Debt Securities or thereafter created, incurred or assumed, which is for money borrowed, or which is evidenced
by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities, (ii) any indebtedness of others of the kinds described in the preceding clause (i) for the payment of
which the Company is responsible or liable as guarantor or otherwise and (iii) amendments, renewals, extensions and refundings of any such indebtedness, unless in any instrument or instruments evidencing or securing such indebtedness or
pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to Subordinated Debt Securities. 
 “Significant Subsidiary” means a Subsidiary or Subsidiaries of the Company possessing assets (including the assets of its own Subsidiaries but
without regard to the Company or any other Subsidiary) having a book value, in the aggregate, equal to not less than 10% of the book value of the aggregate assets of the Company and its Subsidiaries calculated on a consolidated basis. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. 
 “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
 “Subsidiary” of any specified Person means any corporation, partnership, joint venture, association or other business entity, whether now existing or hereafter organized or acquired, (i) in the case of a corporation, of which
more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency) 

  

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to vote in the election of directors, officers or trustees thereof is held by such first-named Person or any of its Subsidiaries; or (ii) in the case of
a partnership, joint venture, association or other business entity, with respect to which such Person or any of its Subsidiaries has the power to direct or cause the direction of the management and policies of such entity by contract or otherwise if
in accordance with GAAP such entity is consolidated with the first-named Person for financial statement purposes. 
 “Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was executed; provided, however, that in the event that such Act is amended after such date, “Trust Indenture Act” means the
Trust Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
 “U.S. Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more permanent global Securities, the Person designated as U.S. Depositary
by the Company pursuant to Section 3.1, which must be a clearing agency registered under the Exchange Act until a successor U.S. Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“U.S. Depositary” shall mean or include each Person who is then a U.S. Depositary hereunder, and if at any time there is more than one such Person, “U.S. Depositary” shall mean the U.S. Depositary with respect to the Securities
of that series. 
 “U.S. Government Obligations” means securities which are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed by the full faith and credit of the United States of America which, in either case, are not callable or redeemable at the option of the issuer thereof or otherwise subject to prepayment, and shall also include a depository
receipt issued by a New York Clearing House bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment or interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt or from any amount held by the
custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. 
  

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 “Vice President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title “vice president”. 
 §
1.2. Compliance Certificates and Opinions. 
 Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, other than an action permitted by Sections 2.5 and 7.4 hereof, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
 (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (c) a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 § 1.3. Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or 

  

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opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 § 1.4. Acts of Holders. 
 (a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) The ownership of Registered
Securities shall be proved by the Security Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted
or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
  

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 (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent,
waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
 § 1.5. Notices, Etc., to Trustee and Company. 
 Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee and received by the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or 
 (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, attention: Secretary, or at any
other address previously furnished in writing to the Trustee by the Company. 
 § 1.6. Notice to Holders; Waiver. 
 Where this Indenture or any Security provides for notice to Holders of any event, such notice shall be deemed sufficiently given (unless otherwise herein
or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders or the validity of the proceedings to which such notice relates. Where this Indenture or any Security provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the 

  

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equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver. 
 In case by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country of publication. 
 § 1.7. Conflict with Trust Indenture
Act. 
 If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or shall be excluded, as the case may be. 
 § 1.8. Effect of
Headings and Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof. 
 § 1.9. Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 § 1.10. Separability Clause. 
 In case
any provision in this Indenture or in the Securities 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. 
 § 1.11. Benefits of Indenture. 
 Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

  

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 § 1.12. Governing Law. 
 This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of law provisions (other than Section 5-1401 of the
New York General Obligations Law) that might cause this Indenture and the Securities to be governed by or construed or enforced in accordance with the laws of any other jurisdiction. 
 § 1.13. Legal Holidays. 
 In any case
where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day or on such other day as may be set out in the Officer’s Certificate pursuant to Section 3.1 at such
Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be. 
 § 1.14. No Recourse Against Others. 
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Security holder, by accepting a Security, waives and releases all such liability. Such waivers and releases are part of the
consideration for the issuance of the Securities. 
 ARTICLE 2 
 SECURITY FORMS 
 § 2.1. Forms Generally. 
 The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities, as
evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an 

  

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Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities. 
 The Trustee’s certificates of authentication shall be in substantially the form set
forth in this Article. 
 The definitive Securities shall be photocopied, printed, lithographed or engraved on steel engraved borders or may
be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. 
 § 2.2. Form of Face of Security. 
 (If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION
1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY
IS                     , THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS
                    , THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY
IS                      AND THE YIELD TO MATURITY OF THIS SECURITY IS
                    ). 
 CONSOL
Energy Inc. 
  
  
  

			
	No.                     	  	($)                    

 CONSOL Energy Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of
$                     on
                    . (If the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from
                     or from the most recent Interest Payment Date to which interest has been paid or duly provided for, (semi-annually)
(quarterly) (monthly) in arrears on                      and in each year, commencing
                    , at the rate of
                    % per annum, until the principal hereof is paid or made available for payment (If applicable insert—, and (to the
extent that the payment of such interest shall be legally enforceable) at the rate of                     % per annum on any overdue principal
and premium and on any overdue installment of interest). 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
                     of (whether or not a Business Day), as the case maybe, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly 

  

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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.) 
 (If the Security is not to bear interest prior to
Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security
shall bear interest at the rate of                     % per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the rate of                     % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.) 
 Payment of the principal of, and premium, if any, and (if applicable, insert—any such) interest on this Security will be made at the office or
agency of the Company maintained for that purpose in                     , in Dollars (if applicable, insert—; 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 Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
 Dated:                      
  

			
	CONSOL Energy Inc.
		
	By:	 	  



  

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 Attest: 

			
	  	 	 

 (SEAL) 
 § 2.3. Form of Reverse of Security. 
 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
                    , 20     (herein called the “Indenture”), between the Company and
                                        ,
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the
face hereof (limited in aggregate principal amount to $                    ). (If applicable, insert—The Securities of this series are
subject to redemption upon not less than 30 nor more than 45 days’ notice by first class mail, (if applicable, insert—(1) on
                     in any year commencing with the year
                     and ending with the year
                     through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and
(2)) at any time (on or after                     ,), as a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): 
 If redeemed (on or before
                    ,
                    %, and if redeemed) during the 12-month period
beginning                      of the years indicated,
Year                      Redemption
Price                     Year                
      Redemption Price and thereafter at a Redemption Price equal to                      of the principal amount,
together in the case of any such redemption (if applicable, insert — (whether through operation of the sinking fund or otherwise)) with accrued and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.) 
 (If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 45
days’ notice by first class mail, (1) on                      in any year commencing with the
year                      and ending with the year through operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time (on or
after                     ), as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: 
  

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 If redeemed during a 12-month period
beginning                      of the years indicated, Redemption Price for Redemption Price for Redemption Through Redemption Otherwise
Operation of the Than Through Operation Year Sinking Fund of the Sinking Fund and thereafter at a Redemption Price equal
to                     % of the principal amount, together in the case of any such redemption (whether through operation of the sinking
fund or otherwise) with accrued and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.) 
 (Notwithstanding the foregoing, the Company may not, prior to                      redeem any Securities of this series as
contemplated by (clause (2) of) the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than                     % per annum.) 
 (The sinking fund for this series provides for the redemption on in each year beginning with the
year                      and ending with the
year                      of (not less than)
$                      ((“mandatory sinking fund”) and not more than $ aggregate principal amount of Securities of this
series.) (Securities of this series acquired or redeemed by the Company otherwise than through (mandatory) sinking fund payments may be credited against subsequent (mandatory) sinking fund payments otherwise required to be made—in the (inverse)
order in which they become due.) 
 (In the event of redemption of this Security in part only a new Security or Securities of this series for
the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.) 
 (If the Security is not an
Original Issue Discount Security, insert — If any 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.) (If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of
this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal — insert formula for determining the amount.) Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall terminate. 
  

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 This Security is a subordinated and unsecured obligation of the Company and is subordinated and junior in
right of payment to all other senior unsecured obligations of the Company. 
 This Security is subject to Defeasance as described in the
Indenture. The Indenture may be modified by the Company and the Trustee without consent of any Holder with respect to certain matters as described in the Indenture. In addition, 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 a majority 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 bind such Holder and all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

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 premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same Stated Maturity and aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons in denominations of ($1,000) and any integral multiple thereof. 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 of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  

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 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. 
 The Indenture imposes certain limitations on the ability of the Company to, among other things, merge
or consolidate with any other Person or sell, assign, transfer or lease all or substantially all of its properties or assets (If other covenants are applicable pursuant to the provisions of Section 3.1, insert here). All such covenants and
limitations are subject to a number of important qualifications and exceptions. The Company must report periodically to the Trustee on compliance with the covenants in the Indenture. 
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Security
or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives and releases all such liability. The waiver and release are part of the consideration for the
issuance of this Security. 
 (If applicable, insert — Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures (“CUSIP”), the Company has caused CUSIP numbers to be printed on the Securities of this series as a convenience to the Holders of the Securities of this series. No representation is made as to the correctness or
accuracy of such numbers as printed on the Securities of this series and reliance may be placed only on the other identification numbers printed hereon.) 
 All capitalized terms used in this Security without definition which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  

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 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to 
 (Insert
assignee’s social security or tax I.D. number) 
 (Print or type assignee’s name, address and zip code) 
 and irrevocably appoint 
 agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him. 
  

							
	Dated:                     	  		 	Your Signature:	 	  

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

		  	(Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements will include membership or
participation in STAMP or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP all in accordance with the Exchange Act.)
	
	Social Security Number or Taxpayer Identification Number:
                                        
    

  

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 § 2.4. Form of Trustee’s Certificate of Authentication. 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	  

	as Trustee
		
	By:	 	  

		 	Authorized Signature


 § 2.5. Securities in Global Form. 
 If Securities of a series are issuable in global form, as contemplated by Section 3.1, then, notwithstanding the provisions of Section 3.2, any
such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.3 or Section 3.4.
Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel. 
 The provisions of
Section 3.9 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions
(which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby. 
 Notwithstanding the provisions of Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 3.1, payment of principal of, premium,
if any, and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. 
 Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the 

  

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Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be
specified in a written statement of the Holder of such permanent global Security. 
 § 2.6. CUSIP Number. 
 The Company in issuing Securities of any series may use a “CUSIP” number, and, if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed on the notice or on the Securities of such
series, and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of
any change in the CUSIP number of any series of Securities. 
 § 2.7. Form of Legend for the Securities in Global Form. 
 Any Security in global form authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 “This Security is in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Common Depositary or
a U.S. Depositary. Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Common Depositary or a U.S. Depositary or by a nominee of the Common
Depositary or a nominee of the U.S. Depositary as the case may be.” 
 ARTICLE 3 
 THE SECURITIES 
 § 3.1. Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in
an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 
 (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7); 
  

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 (3) whether any Securities of the series are to be issuable in permanent global form with or without
coupons and, if so, (i) whether beneficial owners of interests in any such permanent global security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in Section 3.5, and (ii) the name of the Common Depositary (as defined in Section 3.4) or the U.S. Depositary, as the case may be, with respect to any global
security; 
 (4) the date or dates on which the principal of the Securities of the series is payable; 
 (5) the rate or rates at which the Securities of the series shall bear interest (including reset rates, if any, and the method by which such rate will be
determined), if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date and, if applicable to
such series of Securities, the basis points and United States Treasury rate(s) and any other rates or other methods to be used in calculating the reset rate; 
 (6) the place or places where the principal of (and premium, if any) and interest on Securities of the series shall be payable and where the Company will maintain an office or agency where Securities may be presented
for registration of transfer or exchange and the place or places where notices and demands to or upon the Company in respect of Securities and the Indenture may be made; 
 (7) the right of the Company, if any, to defer any payment of principal of, premium, or interest on the Securities of the series, and the maximum length of any such deferral period which shall not exceed the Stated
Maturity for the final installment of principal on the Securities of such series; 
 (8) the period or periods within which, the price or
prices at which the currency or currency units and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise; 
 (9) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof and the period or periods within which, the price or prices at which, the currency or currency units and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and, where applicable, the obligation of the Company to select the Securities to be redeemed; 
  

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 (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which
Securities of the series shall be issuable; 
 (11) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2; 
 (12) any additions, modifications or deletions in the Events of Default with respect to Securities of the series, if any, other than those set forth herein; 
 (13) if either or both of Section 13.2 and Section 13.3 shall be inapplicable to the Securities of the series (provided that if no such inapplicability shall be specified, then both Section 13.2 and
Section 13.3 shall be applicable to the Securities of the series); 
 (14) if other than U.S. dollars, the currency or currencies or
units based on or related to currencies in which the Securities of such series shall be denominated and in which payments or principal of, and any premium and interest on, such Securities shall or may by payable; 
 (15) additions, modifications or deletions of the Company’s covenants with respect to Securities of the series, if any, other than those set forth
herein; 
 (16) any index or indices used to determine the amount of payments of principal of any premium, if any, on such securities and the
manner in which such amounts will be determined; 
 (17) if other than the Trustee, the identity of the Registrar and any Paying Agent;

 (18) the appointment of a Person as a Trustee which meets the requirements of Section 6.9 with respect to Securities of the series;

 (19) any index or indices used to determine the amounts of payments of principal of an premium, if any, on the Securities and the manner
in which such amounts will be determined; 
 (20) the terms and conditions of any obligation or right of the Company or a Holder to exchange
or convert Securities into other securities; 
 (21) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture). 
 All Securities of any one series shall be substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer’s Certificate or in any such Indenture supplemental hereto. 
  

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 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner
for determining, the terms of the Securities of such series. 
 § 3.2. Denominations. 
 The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 § 3.3. Execution, Authentication, Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any security that has been duly authenticated and
delivered by the Trustee. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and make such Securities
available for delivery. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of
Counsel stating, 
  

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 (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted
by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 
 (b) if the terms of such
Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; 
 (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

 (d) that no consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body
having jurisdiction over the Company is required for the execution and delivery of such Securities by the Company, except such as have been obtained (except that no opinion need be expressed as to state securities or Blue Sky laws). 
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee, or in the written opinion of counsel to
the Trustee (which counsel may be an employee of the Trustee) such authentication may not lawfully be made or would involve the Trustee in personal liability. 
 Notwithstanding the provisions of Section 3.1 and of the immediately preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the
Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each security of
such series if such documents are delivered at or prior to the authentication upon original issuance of the first security of such series to be issued. 
 If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more global Securities that (i) shall be in an aggregate amount equal to the aggregate principal
amount specified in such Company Order, (ii) shall be registered in the name of the Common Depositary or U.S. Depositary, as the case may be, therefor or its nominee, and (iii) shall be made available for delivery by the Trustee to such
depositary or pursuant to such depositary’s instruction. 
  

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 Each depositary designated pursuant to Section 3.1 must, at the time of its designation and at all
times while it serves as depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
 Unless otherwise provided for in the form of security, each security shall be dated the date of its authentication. 
 No security
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any security shall be conclusive evidence, and the only evidence, that such security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 
 § 3.4. Temporary Securities. 
 Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and make available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities. 
 In the case of Securities of any series, such
temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. 
 Except in the case
of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.5), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
  

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 If temporary Securities of any series are issued in global form, any such temporary global Security
shall, unless otherwise provided therein, be delivered to the office of a depositary or common depositary (the “COMMON DEPOSITARY”) for credit to the respective accounts of the beneficial owners of such Securities (or to such other
accounts as they may direct). 
 § 3.5. Registration, Registration of Transfer and Exchange. 
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of registration of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
 Upon surrender for registration of transfer of any security of any series at the office or agency of the Company in Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity. 
 At the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. 
 Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.1, any permanent global security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a permanent global security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and
denomination, as specified and as subject to the conditions contemplated by Section 3.1, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such
permanent global Securities shall be surrendered from time to time by the Common Depositary or the U.S. Depositary, as the case may be, and in accordance with instructions given to the Trustee and the Common Depositary or the U.S. Depositary, as the
case may be (which instructions shall be in writing but need not comply with Section 1.2 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent
for such purpose, to be 

  

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exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered permanent global security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global security
to be exchanged which shall be in the form of the Securities of such series; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee
to the Common Depositary or the U.S. Depositary, as the case may be, or such other Common Depositary or U.S. Depositary referred to above in accordance with the written instructions of the Company referred to above. If a Security in the form
specified for such series is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may
be, such interest or Defaulted Interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such security in the form specified for such series, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation, of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 
 Unless otherwise provided in the
Securities to be transferred or exchanged, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer. 
 The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected 

  

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for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange
any security so selected for redemption in whole or in part, except the unredeemed portion of any security being redeemed in part. 
 §
3.6. Mutilated, Destroyed, Lost and Wrongfully Taken Securities. 
 If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or wrongful taking of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or wrongfully taken Security has become or
is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or
wrongfully taken Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
 The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities. 
 § 3.7. Payment of Interest; Interest Rights Preserved. 
 Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid at the Place of Payment to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, except that at the option 

  

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of the Company payment may be made (i) except in the case of a global Security by check mailed to the address of the Person entitled thereto as such
address appears in the Securities Registrar or (ii) by transfer to an account maintained by the Person entitled thereto as specified in the Securities Registrar provided that proper transfer instructions have been received by the Regular Record
Date. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section 3.7 provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of
such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to
the following Clause (2). 
 (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Section 3.7, such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions
of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security. 
  

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 § 3.8. Persons Deemed Owners. 
 Prior to due presentment of a 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 such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.7) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a Security in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. Notwithstanding the foregoing, with
respect to any Security in global form, nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any U.S. Depositary
or Common Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such U.S. Depositary or Common Depositary and owners of beneficial interests in such Security in global form, the operation of
customary practices governing the exercise of the right of such U.S. Depositary or Common Depositary (or its nominee) as holder of such Security in global form. 
 § 3.9. Cancellation. 
 All Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities shall be held by the Trustee and shall be disposed of in accordance with its
documents retention policy in effect from time to time (if destroyed, certification of their destruction shall be delivered to the Company upon its request), unless, by a Company Order, the Company shall direct that cancelled Securities be returned
to it. 
  

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 § 3.10. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. 
 ARTICLE 4 
 SATISFACTION AND DISCHARGE 
 § 4.1.
Satisfaction and Discharge of Indenture. 
 This Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided for or in the form of Security for such series), when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when 
 (1) either 
 (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or wrongfully taken and which
have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.8) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities not
theretofore delivered to the Trustee for cancellation 
 (i) have become due and payable, or 
 (ii) will become due and payable at their Stated Maturity within one year, or 
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the
date of such deposit (in the case of Securities which have become due and payable) or the Stated Maturity or Redemption Date, as the case may be; 
  

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 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

 (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.8 shall survive. 
 § 4.2. Application of Trust Money. 
 Subject to the provisions of the last paragraph of Section 10.8, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money has been deposited with or received by the Trustee. 
 ARTICLE 5 
 REMEDIES 
 § 5.1. Events of Default.

 “EVENT OF DEFAULT,” wherever used herein with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or to be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
 (1) the Company defaults in the payment of interest or any sinking fund payment on any Security of that series when
such interest becomes due and payable and the default continues for a period of 60 days; provided, however, that if the Company is permitted by the terms of the Securities of the applicable series to defer the payment in question, the date on which
such payment is due and payable shall be the date on which the Company is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities; or 
 (2) the Company defaults in the payment of the principal of (or premium, if any, on) any Security of that series when the same becomes due and payable at
Maturity, upon redemption (including redemptions under Article 11), by declaration or otherwise; provided, however, that if the Company is permitted by the terms of the 

  

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Securities of the applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the
Company is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities; or 
 (3) the Company fails to observe or perform in any material respect any of its other covenants, warranties or agreements in the Securities of that series or in this Indenture (other than a covenant, agreement or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and the failure to observe or perform
continues for the period and after the notice specified in the last paragraph of this Section; or 
 (4) any event of default, as defined in
any other indenture, mortgage, or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Company (whether such Indebtedness now exists or shall hereafter be created or incurred) shall occur
and shall consist of default in the payment of such Indebtedness at the maturity thereof (after giving effect to any applicable grace period) or shall result in Indebtedness becoming or being declared due and payable prior to the date on which it
would otherwise become due and payable, and such default in payment is not cured or such acceleration shall not be rescinded or annulled within 30 days after written notice to the Company from the Trustee or to the Company and to the Trustee from
the Holders of at least 25% in aggregate principal amount of the Securities of that series at the time outstanding; provided that it shall not be an Event of Default if the principal amount of Indebtedness (other than Indebtedness represented by
Securities issued pursuant to this Indenture) which is not paid at maturity or the maturity of which is accelerated is less than or equal to $25 million provided further that if, prior to a declaration of acceleration of the maturity of the
Securities of that series or the entry of judgment in favor of the Trustee in a suit pursuant to Section 5.3, such default shall be remedied or cured by the Company or waived by the holders of such Indebtedness, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders of the Securities of that series, and provided further, that,
subject to Sections 6.1 and 6.2, the Trustee shall not be charged with knowledge of any such default unless written notice of such default shall have been given to the Trustee by the Company, by a holder or an agent of a holder of any such
Indebtedness, by the trustee then acting under any indenture or other instrument under which such default shall have occurred, or by the Holders of at least five percent in aggregate principal amount of the Securities of that series at the time
Outstanding; or 
 (5) the Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case or proceeding
under any Bankruptcy Law with respect to itself, (B) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any Bankruptcy Law, (C) consents to or acquiesces in the institution
of bankruptcy or insolvency proceedings against it, (D) applies for, consents to or acquiesces in the appointment of or taking possession by a 

  

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Custodian of the Company or for any material part of its property, (E) makes a general assignment for the benefit of its creditors or (F) takes any
corporate action in furtherance of or to facilitate, conditionally or otherwise, any of the foregoing; or 
 (6) (i) a court of competent
jurisdiction enters a judgment, decree or order for relief in respect of the Company in an involuntary case or proceeding under any Bankruptcy Law which shall (A) approve as properly filed a petition seeking reorganization, arrangement,
adjustment or composition in respect of the Company, (B) appoint a Custodian of the Company or for any material part of its property, or (C) order the winding-up or liquidation of its affairs, and such judgment, decree or order shall
remain unstayed and in effect for a period of 60 consecutive days; or (ii) any bankruptcy or insolvency petition or application is filed, or any bankruptcy or insolvency proceeding is commenced against the Company and such petition, application
or proceeding is not dismissed within 60 days; or (iii) a warrant of attachment is issued against any material portion of the property of the Company which is not released within 60 days of service; or 
 (7) any other Event of Default provided with respect to Securities of that series. 
 A Default under clause (3) above is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the Company does not cure the Default within 90 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice
is a “Notice of Default.” When a Default under clause (3) above is cured within such 90-day period, it ceases. 
 § 5.2.
Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default with respect to Securities of any series (other than an Event of
Default specified in clause (5) or (6) of Section 5.1) occurs and is continuing, the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that
series by notice in writing to the Company and the Trustee, may declare the unpaid principal of and accrued interest to the date of acceleration (or, if the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) on all the Outstanding Securities of that series to be due and payable immediately and, upon any such declaration, the Outstanding Securities of that series (or specified principal
amount) shall become and be immediately due and payable. 
 If an Event of Default specified in clause (5) or (6) of
Section 5.1 occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or specified principal amount) shall ipso facto become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder of any Security of that series. 
  

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 Upon payment of all such principal and interest, all of the Company’s obligations under the
Securities of that series and (upon payment of the Securities of all series) this Indenture shall terminate, except obligations under Section 6.7. 
 The Holders of a majority in principal amount of the Outstanding Securities of that series by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal and interest of the Securities of that series that has become due solely by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal that has become due otherwise than by such declaration of acceleration have been paid, (iii) the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction and (iv) all payments due to the Trustee and any predecessor Trustee under Section 6.7 have been made. 
 § 5.3.
Collection of Indebtedness and Suits for Enforcement by Trustee. 
 The Company covenants that if: 
 (1) default is made in the payment of any interest on any Security of any series when such interest becomes due and payable and such default continues for
a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security of any series at the
Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and, to the
extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such 

  

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rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to
secure any other proper remedy. 
 § 5.4. Trustee May File Proofs of Claim. 
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise, 
 (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and
unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agent and counsel) and of the Holders allowed in such judicial proceedings, and 
 (ii) to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7. 
 Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 § 5.5. Trustee May Enforce Claims Without
Possession of Securities. 
 All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered. 
  

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 § 5.6. Application of Money Collected. 
 Any money collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities in respect of which moneys have been collected and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of all amounts due the Trustee under
Section 6.7 applicable to such series; 
 Second: To the payment of the amounts then due and unpaid for principal of (and premium, if
any) and interest on the Securities of such series in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities of
such series for principal (and premium, if any) and interest, respectively; and 
 Third: To the Company. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.6. At least fifteen (15) days before
such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid. 
 § 5.7. Limitation on Suits. 
 No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have offered to
the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
  

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 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed
to institute any such proceeding; and 
 (5) no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of Holders of Securities of any series shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Securities of the affected series. 
 § 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest. 
 Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.7) interest on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

 § 5.9. Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
 § 5.10. Rights
and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

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 § 5.11. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be. 
 § 5.12. Control by Holders. 
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture; 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and 
 (3) subject to Section 6.1, the Trustee need not take any action which might involve the Trustee in personal liability or be unduly prejudicial to
the Holders not joining therein. 
 § 5.13. Waiver of Past Defaults. 
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may by written notice to the Trustee on behalf of
the Holders of all the Securities of such series waive any Default or Event of Default with respect to such series and its consequences, except a Default or Event of Default 
 (1) in respect of the payment of the principal of (or premium, if any) or interest on any Security of such series, or 
 (2) in respect of a covenant or other provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected. 
 (3) Upon any such waiver, such Default or Event of Default shall cease to exist and shall be
deemed to have been cured, for every purpose of this Indenture and the Securities of such series; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 
  

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 § 5.14. Undertaking for Costs. 
 All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
 ARTICLE 6

 THE TRUSTEE 
 § 6.1.
Certain Duties and Responsibilities of the Trustee. 
 (a) Except during the continuance of an Event of Default, the Trustee’s duties and
responsibilities under this Indenture shall be governed by Section 315(a) of the Trust Indenture Act. 
 (b) In case an Event of Default
has occurred and is continuing, and is known to the Trustee, the Trustee shall exercise the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs. 
 (c) None of the provisions of Section 315(d) of the Trust Indenture Act
shall be excluded from this Indenture. 
 § 6.2. Notice of Defaults. 
 Within 90 days after the occurrence of any Default or Event of Default with respect to the Securities of any series, the Trustee shall give to all Holders
of Securities of such series, as their names and addresses appear in the Security Register, notice of such Default or Event of Default known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however,
that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series,
the Trustee shall be protected in withholding such notice if 

  

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and so long as the board of directors, the executive committee or directors or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of such series. 
 § 6.3. Certain Rights of Trustee.

 Subject to the provisions of the Trust Indenture Act: 
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer’s Certificate; 
 (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity to its reasonable satisfaction against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (f) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval
or other paper or document, or the books and records of the Company, unless requested in writing to do so by the Holders of a majority in principal amount of the Outstanding Securities of any series; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is not, in the opinion of the Trustee, reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding; the reasonable expense of every such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand; 
  

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 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
 (h) the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and 
 (i) except in connection with compliance with Section 310 or Section 311 of the Trust Indenture Act, the Trustee shall only be charged with
actual knowledge of Responsible Officers. 
 § 6.4. Not Responsible for Recitals or Issuance of Securities. 
 The recitals herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and
the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 § 6.5. May Hold
Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent. 
 § 6.6. Money Held in Trust. 
 Money held by the Trustee in trust hereunder (including amounts held by the Trustee as Paying Agent) need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed upon in writing with the Company. 
  

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 § 6.7. Compensation and Reimbursement. 
 The Company agrees 
 (1) to pay to the Trustee
from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and 
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability,
damage, claim or expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee), incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the
expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

 The provisions of this Section 6.7 shall survive this Indenture and the resignation or removal of any Trustee hereunder. 

§ 6.8. Disqualification; Conflicting Interests. 
 The Trustee shall be disqualified only where such disqualification is required by Section 310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 
 § 6.9. Corporate Trustee Required;
Eligibility. 
 There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of the
Trust Indenture Act having a combined capital and surplus of at least $5,000,000 subject to supervision or examination by federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company may serve as 

  

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Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. 
 § 6.10. Resignation and Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
 (b) The Trustee
may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 (d) If at any time: 
 (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security for at least six months; or 
 (2) the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request here for by the Company or by any such Holder of a Security who has been a bona fide Holder of a Security for at least six months; or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 
 then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been
a bona fide Holder of a security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly 

  

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appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of
Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company with respect to such Securities. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a security of such series for at
least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the security
Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
 § 6.11. Acceptance of Appointment by Successor or Additional Trustees. 
 (a) In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of
the appointment hereunder of a Trustee or a successor with respect to the Securities of one or more (but not all) series, the Company, any retiring Trustee and each Trustee or a successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each Trustee or a successor Trustee shall accept such appointment and which (1) shall 

  

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contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each Trustee or a successor Trustee all the rights,
powers, trusts and duties of any retiring Trustee with respect to the Securities of that or those series to which the appointment of such Trustee or a successor Trustee relates, (2) if any retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Securities of that or those series as to which any retiring
Trustee is not retiring shall continue to be vested in any retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by
more than one Trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such Trustee or a successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of any retiring Trustee with respect to the Securities of that or those series to
which the appointment of such Trustee or a successor Trustee relates; but, on request of the Company or any Trustee or a successor Trustee, any such retiring Trustee shall duly assign, transfer and deliver to such Trustee or a successor Trustee all
property and money held by any such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of any such Trustee or successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under the Trust Indenture Act. 
 § 6.12. Merger, Conversion, Consolidation or Succession to Business. 
 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
  

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 § 6.13. Preferential Collection of Claims Against Company. 
 The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 
 § 6.14. Appointment of Authenticating Agent. 
 At any time when any of the Securities remain Outstanding
the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of, and subject to the direction of, the Trustee to authenticate Securities of such series issued
upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $5,000,000 and subject to supervision or examination by federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,
provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of 

  

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an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The Company agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services under this Section. 
 If an appointment with respect to one
or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 
  

									
		  	 Form of Authenticating Agent’s

 Certificate of Authentication
	  		  		  	
		  	  
	  		  		  	

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

			
	  

	As Trustee
		
	By:	 	  

		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized Signatory


 ARTICLE 7 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 § 7.1. Company to Furnish Trustee Names and
Addresses of Holders. 
 The Company will furnish or cause to be furnished to the Trustee: 
  

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 (a) semi-annually, not later than January 1 and July 1 in each year, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders as of the preceding December 15 or June 15, as the case may be; and 
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that so long as the Trustee is the Security Registrar, no such list shall be required to be furnished; provided, however, that so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished. 
 § 7.2. Preservation of Information; Communications to Holders. 
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished. 
 (b) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with
other Holders with respect to their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either 
 (i) afford such applicants access to the information preserved at the
time by the Trustee in accordance with Section 7.2(a); or 
 (ii) inform such applicants as to the approximate number of Holders whose
names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.2(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such
application. 
 If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 7.2(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail
to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such 

  

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mailing would be contrary to the best interest of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. 
 (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.2(b). 
 § 7.3. Reports by Trustee. 
 (a) Within 60 days after
                     15 of each year commencing with the year 20    , the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of                      15, if
required by and in compliance with Section 313(a) of the Trust Indenture Act. 
 (b) A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

 § 7.4. Reports by Company. 
 The Company shall: 
 (1) file with the Trustee and the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission; 
  

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 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

 (3) furnish to the Trustee, on or before February 1 of each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture. Such certificate need not comply with Section 1.2. 
 ARTICLE 8 
 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER 
 § 8.1. When Company May Merge, Etc. 
 The Company shall not consolidate, or merge with or into any other corporation (whether or not the Company shall be the surviving corporation), or sell, assign, transfer or lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: 
 (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which
the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are sold, assigned, transferred or leased shall be a
corporation, partnership or trust or other entity organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and 
 (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, and no event which, after notice or lapse of time or both, would become and Event of Default, shall
have occurred and be continuing. 
  

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 § 8.2. Opinion of Counsel. 
 The Company shall deliver to the Trustee prior to the proposed transaction(s) covered by Section 8.1 an Officer’s Certificate and an Opinion of
Counsel stating that the transaction(s) and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction(s) under this Indenture have been met. 
 § 8.3. Successor Corporation Substituted. 
 Upon any consolidation by the Company with or merger by the Company into an other corporation or any lease, sale, assignment, or transfer of all or substantially all of the property and assets of the Company in accordance with
Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or the successor corporation or affiliated group of corporations to which such lease, sale, assignment, or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation or corporations had been named as the Company herein, and thereafter, except in the case of
a lease, the predecessor corporation or corporations shall be relieved of all obligations and covenants under this Indenture and the Securities and in the event of such conveyance or transfer, except in the case of a lease, any such predecessor
corporation may be dissolved and liquidated. 
 ARTICLE 9 
 SUPPLEMENTAL INDENTURES 
 § 9.1. Supplemental Indentures Without Consent of Holders. 
 Without notice to or the consent of any Holders of a series of Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 
 (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of series) or to surrender any right or power herein conferred upon the Company; or 
 (3) to add any additional Events of Default with respect to all or any series of Securities; or 
  

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 (4) to add or change any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or 
 (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the
execution of such supplemental Indenture which is entitled to the benefit of such provision; or 
 (6) to secure the Securities; or

 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or 
 (8) to evidence and provide for the acceptance of appointment hereunder by a Trustee or a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

 (9) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any
other provision herein; or 
 (10) to make any change that does not materially adversely affect the interests of the Holders of Securities of
such series; or 
 (11) to qualify, or maintain the qualification of the Indenture under the Trust Indenture Act. 
 Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of) Section 9.3, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture. 

§ 9.2. Supplemental Indentures with Consent of Holders. 
 With the written consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.3, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding security affected thereby, 
  

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 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on,
any security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the amount of the principal of an Original Issue Discount
security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or

 (3) change the redemption provisions (including Article Eleven) hereof in a manner adverse to such Holder; or 
 (4) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(8). 
 A supplemental indenture which changes or eliminates any covenant or other provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 § 9.3.
Execution of Supplemental Indentures. 
 The Trustee shall sign any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.3. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the 

  

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modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 §
9.4. Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

 § 9.5. Conformity with Trust Indenture Act. 
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 § 9.6. Reference in Securities to Supplemental Indentures. 
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticate and delivered by the Trustee in exchange for Outstanding Securities of such series. 
 ARTICLE 10 
 COVENANTS 
 § 10.1. Payments of Securities. 
 With respect to each series of Securities, the Company will duly and punctually pay the
principal of (and premium, if any) and interest on such Securities in accordance with their terms and this Indenture. 
 § 10.2.
Maintenance of Office or Agency. 
 The Company will maintain an office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of
the location, and any change in location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or 

  

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shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the
Trustee as set forth in Section 1.5 hereof. 
 The Company may also from time to time designate one or more other offices or agencies
where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. 
 Unless otherwise set forth in, or pursuant to, a Board Resolution or indenture
supplemental hereto with respect to a series of Securities, the Company hereby initially designates the Corporate Trust Office as such office of the Company. 
 § 10.3. Corporate Existence. 
 Subject to Article 8 hereof, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence and that of each of its Subsidiaries and the rights (charter and statutory) of the Company and its Subsidiaries; provided, however, that (a) the Company
shall not be required to preserve any such right, license or franchise or the corporate existence of any of its Subsidiaries if the Board of Directors, or the board of directors of the Subsidiary concerned, as the case may be, shall determine that
the preservation thereof is no longer desirable in the conduct of the business of the Company or any of its Subsidiaries and that the loss thereof is not materially disadvantageous to the Holders, and (b) nothing herein contained shall prevent
any Subsidiary of the Company from liquidating or dissolving, or merging into, or consolidating with the Company (provided that the Company shall be the continuing or surviving corporation) or with any one or more Subsidiaries if the Board of
Directors or the board of directors of the Subsidiary concerned, as the case may be, shall so determine. 
 § 10.4. Payment of Taxes and
Other Claims. 
 The Company will pay or discharge, or cause to be paid or discharged, before the same shall become delinquent, (1) all
material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary material to the Company and its Subsidiaries taken as a whole, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a material lien upon the property of the Company or any Subsidiary material to the Company and its Subsidiaries taken as a whole; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which
adequate provision has been made. 
  

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 § 10.5. Compliance Certificates. 
 (a) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, notice of any acceleration which with the giving of notice and
the lapse of time would be an Event of Default within the meaning of Section 5.1(4) hereof. 
 (b) The Company shall deliver to the
Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 30 days after the occurrence of each Default or Event of Default that is continuing), an Officer’s Certificate setting forth the details of such
Default or Event of Default and the action that the Company proposes to take with respect thereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. 
 § 10.6. Waiver of Stay, Extension or Usury Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim, and will actively resist any and all efforts to be compelled to
take the benefit or advantage of, any stay or extension law or any usury law or other law, which would prohibit or forgive the Company from paying all or any portion of the principal of and/or interest on the Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  

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 § 10.7. Money for Securities Payments to Be Held in Trust. 
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure to so act. 
 The Company will cause each Paying Agent
for any series of Securities (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
 (i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
 (ii) give the
Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and 
 (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent. 
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or
for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any)
or interest on 

  

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any security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless an
abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee
of such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company. 
 ARTICLE 11 
 REDEMPTION OF SECURITIES 
 § 11.1. Applicability of Article. 
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms in whole or in part
(provided Securities issued in denominations larger than $1,000 may be redeemed in part only in integral multiples of $1,000) and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance with
this Article. 
 § 11.2. Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction. 
 § 11.3. Selection
by Trustee of Securities to Be Redeemed. 
 If less than all the Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 90 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, substantially pro rata, by lot or by any other method as the Trustee
considers fair and appropriate and that complies with the requirements of the principal 

  

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national securities exchange, if any, on which such Securities are listed, and which may provide for the selection for redemption of portions (equal to the
lesser of the minimum authorized denomination for Securities of that series or $50 per Security, and any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series; provided that in case the Securities of such series have different terms and maturities, the Securities to be redeemed shall be selected by the Company and the Company shall give notice thereof to the
Trustee. 
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of the Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or
is to be redeemed. 
 § 11.4. Notice of Redemption. 
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at this address
appearing in the security Register. 
 All notices of redemption shall state: 
 (1) the Redemption Date; 
 (2) the Redemption
Price; 
 (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed; 
 (4) that on the Redemption Date, the Redemption Price will
become due and payable upon each such security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date; 
 (5) the place or places where such Securities are to be surrendered for payment of the Redemption Price; 
 (6) that the redemption is for a sinking fund, if such is the case; 
 (7) the CUSIP number, if any, of the Securities to be
redeemed; and 
 (8) unless otherwise provided as to a particular series of Securities, if at the time of publication or mailing of any
notice of redemption the Company shall not 

  

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have deposited with the Trustee or Paying Agent and/or irrevocably directed the Trustee or Paying Agent to apply, from money held by it available to be used
for the redemption of Securities, an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the Redemption Date, such notice shall state that it is subject to the receipt of the redemption
moneys by the Trustee or Paying Agent before the Redemption Date (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received before such date. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company. 
 § 11.5. Deposit of Redemption Price. 
 Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.8) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date. 
 § 11.6. Securities Payable on Redemption Date. 
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such security for
redemption in accordance with said notice, such security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular or Special Record Dates according to their terms and the
provisions of Section 3.7. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed in the Security. 
 §
11.7. Securities Redeemed in Part. 
 Any Security which is to be redeemed only in part shall be surrendered at an office or agency of the
Company at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such security without service charge, a new 

  

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Security or Securities of the same series and Stated Maturity, of any authorized denomination as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the security so surrendered. 
 ARTICLE 12 
 SINKING FUNDS 
 § 12.1. Applicability of
Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as
otherwise specified as contemplated by Section 3.1 for Securities of such series. 
 The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to
as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to redemption as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
 § 12.2. Satisfaction
of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Securities of a series (other than any Securities previously
called for redemption) and (2) may apply as a credit Securities of a series which have been (i) previously cancelled pursuant to Section 3.9 or delivered for cancellation or (ii) redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted Optional Sinking Fund Payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any Mandatory Sinking Fund Payment with
respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received
and credited at the principal amount for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced
accordingly. 
 § 12.3. Redemption of Securities for Sinking Fund. 
 Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of 

  

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that series pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7. 
 ARTICLE 13 
 DEFEASANCE AND COVENANT
DEFEASANCE 
 § 13.1. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. 
 Unless pursuant to Section 3.1 provision is made for the inapplicability of either or both of (a) Defeasance of the Securities of a series under
Section 13.2 or (b) Covenant Defeasance of the Securities of a series under Section 13.3, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article, shall be applicable to
the Securities of such series, and the Company may at its option by Board Resolution, at any time, with respect to the Securities of such series, elect to have either Section 13.2 (unless inapplicable) or Section 13.3 (unless inapplicable)
be applied to the Outstanding Securities of such series upon compliance with the applicable conditions set forth below in this Article. 
 § 13.2. Defeasance and Discharge. 
 Upon the Company’s exercise of the option provided in Section 13.1 to defease the
Outstanding Securities of a particular series, the Company shall be discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth in Section 13.4 are satisfied
(hereinafter, “Defeasance”). Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund provided for in
Section 13.4, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2
and 10.8, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article, the Company may exercise its option with respect to Defeasance under this
Section 13.2 notwithstanding the prior exercise of its option with respect to Covenant Defeasance under Section 13.3 in regard to the Securities of such series. 
  


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 § 13.3. Covenant Defeasance. 
 Upon the Company’s exercise of the option provided in Section 13.1 to obtain a Covenant Defeasance with respect to the Outstanding Securities of
a particular series, the Company shall be released from its obligations under this Indenture (except its obligations under Sections 3.4, 3.5, 3.6, 5.6, 5.9, 6.10, 10.1, 10.2, 10.5, 10.7 and 10.8) with respect to the Outstanding Securities of such
series on and after the date the applicable conditions set forth in Section 1304 are satisfied (hereinafter, “Covenant Defeasance”). Covenant Defeasance shall mean that, with respect to the Outstanding Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in this Indenture (except its obligations under Sections 3.4, 3.5, 3.6, 5.6, 5.9, 6.10, 10.1, 10.2, 10.5, 10.7 and 10.8), whether
directly or indirectly by reason of any reference elsewhere herein or by reason of any reference to any other provision herein or in any other document, and such omission to comply shall not constitute an Event of Default under Section 5.1(4)
with respect to Outstanding Securities of such series, and the remainder of this Indenture and of the Securities of such series shall be unaffected thereby. 
 § 13.4. Conditions to Defeasance or Covenant Defeasance. 
 The following shall be the conditions to
Defeasance under Section 13.2 and Covenant Defeasance under Section 13.3 with respect to the Outstanding Securities of a particular series: 
 (1) the Company shall irrevocably have deposited or caused to be deposited (and in the case of Defeasance such deposit shall have been made 121 days prior to Defeasance with the Trustee (or another trustee satisfying
the requirements of Section 6.9 who shall agree to comply with the provisions of this Article applicable to it), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) Dollars in an amount, or (B) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, after
payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and each installment of principal of (and premium, if
any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding
Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. 
  

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 (2) No Default or Event of Default with respect to the Securities of such series shall have occurred and
be continuing on the date of such deposit or shall occur as a result of such deposit, and no Default or Event of Default under clause (5) or (6) of Section 5.1 hereof shall occur and be continuing, at any time during the period ending
on the 31st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 
 (3) Such deposit, Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is
bound. 
 (4) In the case of an election with respect to Section 13.2, the Company shall have delivered to the Trustee either (A) a
ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred or (B) an Opinion of Counsel, based on a ruling published by the
Internal Revenue Service or on a change in the applicable federal income tax law since the date of this Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of
such series will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Defeasance had not occurred. 
 (5) In the case of an election with respect to Section 13.3, the Company shall have delivered to
the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. 
 (6) Such Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on
the Company in connection therewith pursuant to Section 3.1. 
 (7) The Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the Defeasance under Section 13.2 or the Covenant Defeasance under Section 13.3 (as the case may be) have been complied with.

  

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 § 13.5. Deposited Money and Government Obligations To Be Held In Trust. 
 Subject to the provisions of the last paragraph of Section 10.8, all money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee—collectively for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities of a particular series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.4 or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver to pay to the Company from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess
of the amount thereof which would then be required to be deposited for the purpose for which such money or Government Obligations were deposited. 
 ARTICLE 14 
 MISCELLANEOUS 
 § 14.1. Miscellaneous. 
 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. 
 ARTICLE 15 
 SUBORDINATION 
 § 15.1. Securities
Subordinated to Senior Indebtedness. 
 (a) The Company covenants and agrees, and each Holder of Securities of each series, by his acceptance
thereof, likewise covenants and agrees, that anything in 

  

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this Indenture or the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series is subordinate
and junior in right of payment, to the extent provided herein, to all Senior Indebtedness, whether outstanding on the date of execution of this Indenture or thereafter created, incurred or assumed, and that the subordination is for the benefit of
the holders of Senior Indebtedness. 
 (b) Subject to Section 15.4, if (i) the Company shall default in the payment of any
principal of, premium, if any, or interest, if any, on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or (ii) any other
default shall occur with respect to Senior Indebtedness and the maturity of such Senior Indebtedness has been accelerated in accordance with its terms, then, upon written notice of such default to the Company and the Trustee by the holders of Senior
Indebtedness or any trustee therefor, unless and until, in either case, the default has been cured or waived, or has ceased to exist, or any such acceleration has been rescinded or such Senior Indebtedness has been paid in full, no direct or
indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest, if any, on any of the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities other than those made in capital stock of the Company (or cash in lieu of fractional shares thereof). 
 (c) If any default (other than a default described in paragraph (b) of this Section 15.1) shall occur under the Senior Indebtedness, pursuant to which the maturity thereof may be accelerated immediately
without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods occurs (a “Senior Nonmonetary Default”), then, upon the receipt by the Company and the Trustee of
written notice thereof (a “Payment Notice”) from or on behalf of holders of such Senior Indebtedness specifying an election to prohibit such payment and other action by the Company in accordance with the following provisions of this
paragraph (c), the Company may not make any payment or take any other action that would be prohibited by paragraph (b) of this Section 15.1 during the period (the “Payment Blockage Period”) commencing on the date of receipt of
such Payment Notice and ending on the earlier of (i) the date, if any, on which the holders of such Senior Indebtedness or their representative notify the Trustee that such Senior Nonmonetary Default is cured or waived or ceases to exist or the
Senior Indebtedness to which such Senior Nonmonetary Default relates is discharged or (ii) the 179th day after the date of receipt of such Payment Notice. Notwithstanding the provisions described in the immediately preceding sentence, the
Company may resume payments on the Securities following such Payment Blockage Period. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive
days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the
commencement of any other Payment Blockage Period. 
  

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 (d) If (i) (A) without the consent of the Company, a receiver, conservator, liquidator or
trustee of the Company or of any of its property is appointed by the order or decree of any court or agency or supervisory authority having jurisdiction, and such decree or order remains in effect for more than 60 days or (B) the Company is
adjudicated bankrupt or insolvent or (C) any of its property is sequestered by court order and such order remains in effect for more than 60 days or (D) a petition is filed against the Company under any state or federal bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or receivership law of any jurisdiction whether now or hereafter in effect (including without limitation the Bankruptcy Code), and is not dismissed within 60
days after such filing; or (ii) the Company (A) commences a voluntary case or other proceeding seeking liquidation, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or other relief with respect to
itself or its debt or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect (including without limitation the Bankruptcy Code) or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, or (B) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or
(C) fails generally to, or cannot, pay its debts generally as they become due or (D) takes any corporate action to authorize or effect any of the foregoing; or (iii) any Subsidiary of the Company takes, suffers or permits to exist any
of the events or conditions referred to in the foregoing clause (i) or (ii), then all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to any Holder of any Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities to the
payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or adjustment) which would otherwise (but for these subordination provisions) be payable or deliverable in
respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the
holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest, if any, on
the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such
other obligations. 
  

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 (e) If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash,
securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the
Trustee or any Holder in contravention of any of the terms hereof, such payment or distribution of securities shall be received in trust for the benefit of and shall be paid over or delivered and transferred to the holders of the Senior Indebtedness
then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the
failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of such Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. 
 (f) No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the
Securities by any act or failure to act on the part of the Company or any Holder of Securities. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay to such
Holders the principal of and interest, if any, on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a default or Event of Default hereunder,
all subject to the rights of the holders of the Senior Indebtedness to remove cash, securities or other property otherwise payable or deliverable to the Holders. 
 (g) Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding.
Upon the payment in full of all Senior Indebtedness, the Holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payment or distributions applicable to the Senior
Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full and such payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which
otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to be a
payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series. 
 (h) The provisions of this
Section 15.1 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. 
  

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 (i) The securing of any obligations of the Company, otherwise ranking on a parity with the Securities,
shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities. 
 § 15.2. Reliance on Certificate of Liquidating Agent; Further Evidence as to Ownership of Senior Indebtedness. 
 Upon any
payment or distribution of assets of the Company, the Trustee and the Holders shall be entitled to rely upon an order or decree issued by any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or
arrangement proceedings are pending or upon a certificate of the bankruptcy trustee, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Fifteen. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). If the Trustee determines, in good faith, that further evidence
is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distributions pursuant to this Article Fifteen, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and to other facts pertinent to the rights of such Person
under this Article Fifteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
 § 15.3. Payment Permitted If No Default. 
 Nothing contained in this Article Fifteen or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, except during the pendency of any default with respect to Senior Indebtedness described
in Section 15.1(b) or Section 15.1(c) or of any of the events described in Section 15.1(d), from making payments of the principal of or interest, if any, on the Securities, or (b) the application by the Trustee or any paying
agent of any moneys deposited with it hereunder to payments of the principal of or interest, if any, on the Securities, if, at the time of such deposit, the Trustee or such paying agent, as the case may be, did not have the written notice provided
for in Section 15.5 of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or paying agent (other than the Company) such payment would not have been
prohibited by the provisions of this Article Fifteen, and the Trustee or any paying agent shall not be affected by any notice to the contrary received by it on or after such date. 
  

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 § 15.4. Disputes with Holders of Certain Senior Indebtedness. 
 Any failure by the Company to make any payment on or under any Senior Indebtedness, other than any Senior Indebtedness as to which the provisions of this
Section 15.4 shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such Senior Indebtedness, shall not be deemed a default under Section 15.1 hereof
if (i) the Company shall be disputing its obligation to make such payment or perform such obligation, and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) if a judgment that is subject to further review or
appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review, and a stay of execution shall have been obtained pending such appeal or review. 
 § 15.5. Trustee Not Charged with Knowledge of Prohibition. 
 Anything in this Article Fifteen or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit
the making of any payment of moneys to or by the Trustee and shall be entitled to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 15.1 has happened unless and until the
Trustee shall have received an Officers’ Certificate to the effect or notice in writing to that effect signed by or on behalf of the holder or holders, or the representatives, of Senior Indebtedness who shall have been certified by the Company
or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided, however, that,
if the Trustee shall not have received the Officers’ Certificate or notice provided for in this Section 15.5 at least three Business Days preceding the date upon which by the terms hereof any moneys become payable for any purpose
(including, without limitation, the payment of either the principal of or interest, if any, on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and
apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days preceding such date. The Company shall give prompt written notice to the Trustee
and to each paying agent of any facts that would prohibit any payment of moneys to or by the Trustee or any paying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or
condition preventing such payment or distribution unless and until the Trustee shall have received an Officers’ Certificate to such effect. 
  

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 § 15.6. Trustee to Effectuate Subordination. 
 Each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders of Senior Indebtedness as provided in this Article Fifteen and appoints the Trustee its attorney-in-fact for any and all such purposes. 
 § 15.7. Rights of Trustee as Holder of Senior Indebtedness. 
 The Trustee shall be entitled to all the rights set forth in this Article Fifteen with respect to any Senior Indebtedness which may at the time be held by it, to the same extent as any other holder of Senior
Indebtedness and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fifteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7. 
 § 15.8. Article Applicable to Paying Agents. 
 In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article Fifteen shall in such case (unless the context shall
otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if the paying agent were named in this Article Fifteen in addition to or in place of the Trustee; provided,
however, that Sections 15.5 and 15.7 shall not apply to the Company if it acts as paying agent. 
 § 15.9. Subordination Rights Not
Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness. 
 No right of any present or future holders of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness, may at any time or from
time to time and in their absolute direction, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such
Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior Indebtedness, including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Company, the Trustee or the Holders of Securities under this Article Fifteen. 
  

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 § 15.10. Trustee Not Fiduciary for Holders of Senior Indebtedness. 
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness, and shall not be liable to any such holders if it
shall mistakenly pay over or distribute money or assets to Securityholders or the Company. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article Fifteen and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective
officers thereunto duly authorized, as of the day and year first above written. 
  

			
	CONSOL ENERGY INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	  

		
	By	 	  

	Name:	 	
	Title:	 	


  

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