Exhibit 4.1



 Exhibit 4.1 

DOMINION RESOURCES, INC., 

ISSUER 
 to 

DEUTSCHE BANK TRUST COMPANY AMERICAS, 

TRUSTEE 
  

 
 INDENTURE 

Dated as of June 1, 2015 
  

 
 Senior Debt
Securities 







 Reconciliation and tie between 

Trust Indenture Act of 1939 (the “Trust Indenture Act”) 

and Indenture 
  

					
	 Trust Indenture
 Act Section
	  	Indenture Section	 
	 Section 310(a)(1)
	  	 	607	  
	 (a)(2)
	  	 	607	  
	 (b)
	  	 	608	  
	 Section 312(a)
	  	 	701	  
	 (b)
	  	 	702	  
	 (c)
	  	 	702	  
	 Section 313(a)
	  	 	703	  
	 (b)(2)
	  	 	703	  
	 (c)
	  	 	703	  
	 (d)
	  	 	703	  
	 Section 314(a)
	  	 	704	  
	 (c)(1)
	  	 	102	  
	 (c)(2)
	  	 	102	  
	 (e)
	  	 	102	  
	 (f)
	  	 	102	  
	 Section 316(a) (last sentence)
	  	 	101	  
	 (a)(1)(A)
	  	 	502, 512	  
	 (a)(1)(B)
	  	 	513	  
	 (b)
	  	 	508	  
	 Section 317(a)(1)
	  	 	503	  
	 (a)(2)
	  	 	504	  
	 (b)
	  	 	1003	  
	 Section 318(a)
	  	 	108	  

  

Note:     This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. 







 TABLE OF CONTENTS 
  

							
	 ARTICLE I
				
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
				
	 Section 101.
		Definitions		 	1	 
	 Section 102.
		Compliance Certificates and Opinions		 	10	 
	 Section 103.
		Form of Documents Delivered to Trustee		 	10	 
	 Section 104.
		Acts of Holders; Record Dates		 	11	 
	 Section 105.
		Notices, etc. to Trustee and Company		 	13	 
	 Section 106.
		Notice to Holders of Securities; Waiver		 	14	 
	 Section 107.
		Language of Notices		 	15	 
	 Section 108.
		Conflict with Trust Indenture Act		 	15	 
	 Section 109.
		Effect of Headings and Table of Contents		 	15	 
	 Section 110.
		Successors and Assigns		 	15	 
	 Section 111.
		Separability Clause		 	15	 
	 Section 112.
		Benefits of Indenture		 	15	 
	 Section 113.
		Governing Law		 	16	 
	 Section 114.
		Non-Business Day		 	16	 
	 Section 115.
		Counterparts		 	16	 
	 Section 116.
		Judgment Currency		 	16	 
	 Section 117.
		U.S.A. Patriot Act		 	17	 
	 Section 118.
		Force Majeure		 	17	 
	 Section 119.
		Waiver of Jury Trial		 	17	  
		
	 ARTICLE II
				
	 SECURITIES FORMS
				
	 Section 201.
		Forms Generally		 	18	 
	 Section 202.
		Form of Face of Security		 	18	 
	 Section 203.
		Form of Reverse of Security		 	20	 
	 Section 204.
		Securities in Global Form		 	23	 
	 Section 205.
		Form of Legend for Global Securities		 	24	 
	 Section 206.
		Form of Trustee’s Certificate of Authentication		 	24	 
	 Section 207.
		Securities Repayable at the Option of Holders		 	25	  
		
	 ARTICLE III
				
	 THE SECURITIES
				
	 Section 301.
		Amount Unlimited; Issuable in Series		 	25	 
	 Section 302.
		Currency; Denominations		 	30	 
	 Section 303.
		Execution, Authentication, Delivery and Dating		 	30	 
	 Section 304.
		Temporary Securities		 	32	 
	 Section 305.
		Registration, Transfer and Exchange		 	33	 
	 Section 306.
		Mutilated, Destroyed, Lost and Stolen Securities		 	35	 
	 Section 307.
		Payment of Interest and Certain Additional Amounts; Rights to Interest and				
			Certain Additional Amounts Preserved		 	36	 
	 Section 308.
		Persons Deemed Owners		 	38	 
	 Section 309.
		Cancellation		 	38	 
	 Section 310.
		Computation of Interest		 	38	 


  
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	 Section 311.
		CUSIP or ISIN Numbers		 	39	  
		
	 ARTICLE IV
				
	 SATISFACTION AND DISCHARGE OF INDENTURE
				
	 Section 401.
		Satisfaction and Discharge		 	39	 
	 Section 402.
		Defeasance and Covenant Defeasance		 	40	 
	 Section 403.
		Application of Trust Money		 	44	 
	 Section 404.
		Qualifying Trustee		 	44	 
	 Section 405.
		Reinstatement		 	45	  
		
	 ARTICLE V
				
	 REMEDIES
				
	 Section 501.
		Events of Default		 	45	 
	 Section 502.
		Acceleration of Maturity; Rescission and Annulment		 	47	 
	 Section 503.
		Collection of Indebtedness and Suits for Enforcement by Trustee		 	48	 
	 Section 504.
		Trustee May File Proofs of Claim		 	48	 
	 Section 505.
		Trustee may Enforce Claims Without Possession of Securities		 	49	 
	 Section 506.
		Application of Money Collected		 	49	 
	 Section 507.
		Limitation on Suits		 	50	 
	 Section 508.
		Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts		 	50	 
	 Section 509.
		Restoration of Rights and Remedies		 	51	 
	 Section 510.
		Rights and Remedies Cumulative		 	51	 
	 Section 511.
		Delay or Omission not Waiver		 	51	 
	 Section 512.
		Control by Holders of Securities		 	51	 
	 Section 513.
		Waiver of Past Defaults		 	52	 
	 Section 514.
		Waiver of Stay or Extension Laws		 	52	 
	 Section 515.
		Undertaking for Costs		 	53	  
		
	 ARTICLE VI
				
	 THE TRUSTEE
				
	 Section 601.
		Certain Duties and Responsibilities of Trustee		 	53	 
	 Section 602.
		Certain Rights of Trustee		 	53	 
	 Section 603.
		Notice of Defaults		 	55	 
	 Section 604.
		Not Responsible for Recitals or Issuance of Securities		 	55	 
	 Section 605.
		May Hold Securities		 	55	 
	 Section 606.
		Money Held in Trust		 	56	 
	 Section 607.
		Compensation and Reimbursement		 	56	 
	 Section 608.
		Corporate Trustee Required; Eligibility		 	57	 
	 Section 609.
		Resignation and Removal; Appointment of Successor		 	57	 
	 Section 610.
		Acceptance of Appointment by Successor		 	58	 
	 Section 611.
		Merger, Conversion, Consolidation or Succession to Business		 	60	 
	 Section 612.
		Appointment of Authenticating Agent		 	60	 
	 Section 613.
		Conflicting Interests		 	62	 
	 Section 614.
		Preferential Collection of Claims Against Company		 	62	  


  
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	ARTICLE VII				
	 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
				
	 Section 701.
		Company to Furnish Trustee Names and Addresses of Holders		 	62	 
	 Section 702.
		Preservation of Information; Communications to Holders		 	62	 
	 Section 703.
		Reports by Trustee		 	63	 
	 Section 704.
		Reports by Company		 	63	  
			
	 ARTICLE VIII
						
	 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
				
	 Section 801.
		Company May Consolidate, Etc., Only on Certain Terms		 	64	 
	 Section 802.
		Successor Person Substituted for Company		 	65	  
			
	 ARTICLE IX
						
	 SUPPLEMENTAL INDENTURES
				
	 Section 901.
		Supplemental Indentures Without Consent of Holders		 	66	 
	 Section 902.
		Supplemental Indentures with Consent of Holders		 	67	 
	 Section 903.
		Execution of Supplemental Indentures		 	68	 
	 Section 904.
		Effect of Supplemental Indentures		 	69	 
	 Section 905.
		Reference in Securities to Supplemental Indentures		 	69	 
	 Section 906.
		Conformity with Trust Indenture Act		 	69	  
			
	 ARTICLE X
						
	 COVENANTS
						
	 Section 1001.
		Payment of Principal, Any Premium, Interest and Additional Amounts		 	69	 
	 Section 1002.
		Maintenance of Office or Agency		 	70	 
	 Section 1003.
		Money for Securities Payments to be Held in Trust		 	70	 
	 Section 1004.
		Additional Amounts		 	71	 
	 Section 1005.
		Preservation of Existence		 	72	 
	 Section 1006.
		Company Statement as to Compliance		 	72	 
	 Section 1007.
		Calculation of Original Issue Discount		 	73	 
	 Section 1008.
		Limitations on Liens		 	73	  
			
	 ARTICLE XI
						
	 REDEMPTION OF SECURITIES
				
	 Section 1101.
		Applicability of Article		 	76	 
	 Section 1102.
		Election to Redeem; Notice to Trustee		 	76	 
	 Section 1103.
		Selection by Trustee of Securities to be Redeemed		 	76	 
	 Section 1104.
		Notice of Redemption		 	77	 
	 Section 1105.
		Deposit of Redemption Price		 	78	 
	 Section 1106.
		Securities Payable on Redemption Date		 	79	 
	 Section 1107.
		Securities Redeemed in Part		 	79	  
			
	 ARTICLE XII
						
	 SINKING FUNDS
				
	 Section 1201.
		Applicability of Article		 	79	 


  
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	 Section 1202.
		Satisfaction of Sinking Fund Payments with Securities		 	80	 
	 Section 1203.
		Redemption of Securities for Sinking Fund		 	80	  
		
	 ARTICLE XIII
				
	 REPAYMENT AT THE OPTION OF HOLDERS
				
	 Section 1301.
		Applicability of Article		 	81	 
	 Section 1302.
		Repayment of Securities		 	81	 
	 Section 1303.
		Exercise of Option		 	81	 
	 Section 1304.
		When Securities Presented for Repayment Become Due and Payable		 	82	 
	 Section 1305.
		Securities Repaid in Part		 	83	 
	 Section 1306.
		Compliance with Exchange Act		 	83	  
		
	 ARTICLE XIV
				
	 SECURITIES IN FOREIGN CURRENCIES
				
	 Section 1401.
		Applicability of Article		 	83	  
		
	 ARTICLE XV
				
	 MEETINGS OF HOLDERS OF SECURITIES
				
	 Section 1501.
		Purposes for Which Meetings may be Called		 	83	 
	 Section 1502.
		Call, Notice and Place of Meetings		 	84	 
	 Section 1503.
		Persons Entitled to Vote at Meetings		 	84	 
	 Section 1504.
		Quorum; Action		 	84	 
	 Section 1505.
		Determination of Voting Rights; Conduct and Adjournment of Meetings		 	85	 
	 Section 1506.
		Counting Votes and Recording Action of Meetings		 	86	  
		
	 ARTICLE XVI
				
	 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS
				
	 Section 1601.
		Indenture and Securities Solely Corporate Obligations		 	86	 


  
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 INDENTURE, dated as of June 1, 2015 (the “Indenture”), among DOMINION RESOURCES,
INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (hereinafter called the “Company”), having its principal executive office located at 120 Tredegar Street, Richmond, Virginia 23219 and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation, duly organized and existing under the laws of the State of New York (hereinafter called the “Trustee”), having its Corporate Trust Office located at 60 Wall Street, 16th Floor,
New York, New York 10005. 
 RECITALS 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of Indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and
to have such other provisions as shall be fixed as hereinafter provided. 
 All things necessary to make this Indenture a legal, valid and
binding agreement of the Company, in accordance with its terms, have been done. 
 This Indenture is subject to the applicable provisions of
the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and shall be governed by such provisions. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) 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 I 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 Section 101. Definitions. 

Except as otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this
Indenture: 
 (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 generally accepted accounting principles in the United States of America and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; 

  
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 (4) the words “herein,” “hereof,” “hereto” 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; 

(5) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture; and 
 (6) the word “or” is always used inclusively (for example, the phrase “A or
B” means “A or B or both,” not “either A or B but not both”). 
 Certain terms used principally in certain Articles
hereof are defined in those Articles. 
 “Act,” when used with respect to any Holders, has the meaning specified in
Section 104. 
 “Additional Amounts” means any additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect of certain taxes, assessments or other governmental charges imposed on Holders specified therein and which are owing to such Holders. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Applicable Law” has the meaning specified in Section 117. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 612 to act on behalf of the Trustee to
authenticate Securities of one or more series. 
 “Bankruptcy Law” has the meaning specified in Section 501. 

“Board” means the board of directors of the Company or any committee of that board duly authorized to act generally or in any
particular respect for the Company hereunder. 
 “Business Day,” with respect to any Place of Payment or other location, means,
unless otherwise specified with respect to any Securities pursuant to Section 301, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment or other location are authorized or obligated by law,
regulation or executive order to close. 
 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture 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. 

  
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 “Company” means the Person named as the “Company” in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” and “Company Order” mean, respectively, a written request or order, as the case may be, signed in the
name of the Company by any two Officers or by any Officer and either an Assistant Treasurer or an Assistant Corporate Secretary of the Company and delivered to the Trustee. 

“Company Resolution” means a resolution of the Company, in the form of a resolution of the Board, in the form of a resolution of a
duly constituted committee of the Board, or in the form of a resolution of two or more senior officers (that is, the President, the Chief Executive Officer, any Vice President, the Treasurer, the Corporate Secretary or the General Counsel) of the
Company, authorizing, ratifying, setting forth or otherwise validating agreements, execution and delivery of documents, the issuance, form and terms of Securities, or any other actions or proceedings pursuant or with respect to this Indenture. 

“Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government of the country or the
confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, or (ii) any currency unit or composite currency for the
purposes for which it was established. 
 “Corporate Trust Office” means the designated office of the Trustee at which at any time
its corporate trust business shall be administered, which office at the date hereof is located at Deutsche Bank Trust Company Americas, 60 Wall Street, 16th Floor, New York, New York 10005, Attention: Corporates Department, Dominion Resources, Inc.
Account Manager, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company). 
 “Corporation” and “corporation” includes
corporations, associations, limited liability companies and business trusts. 
 “Currency,” with respect to any payment, deposit
or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is
required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars. 

“CUSIP Number” means the alphanumeric designation assigned to a Security by Standard & Poor’s Corporation, CUSIP
Service Bureau. 
 “Custodian” has the meaning specified in Section 501. 

“Defaulted Interest” has the meaning specified in Section 307. 

  
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 “Depositary” or “U.S. Depositary” means, with respect to any Security
issuable or issued in the form of one or more Global Securities, the Person designated as U.S. Depositary or Depositary by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation, a
clearing agency registered under the Exchange Act, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “U.S. Depositary” or “Depositary” shall mean,
with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities. 
 “Dollars” or
“$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America. 

“Equity Securities” means ownership interests in any class of equity security of any entity whether now or hereafter authorized
regardless of whether such equity ownership shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up. Equity Securities, with respect to the Company, includes common stock and preferred stock of the Company. 

“Equivalent Terms” has the meaning specified in Section 1102. 

“Event of Default” has the meaning specified in Section 501. 

“Exchange Act” means the Securities Exchange Act of 1934 and any successor statute thereto, in each case as amended from time to
time. 
 “Expiration Date” has the meaning specified in Section 104. 

“FINRA” means the Financial Industry Regulatory Authority, Inc. 

“Foreign Currency” means any currency, currency unit or composite currency, including, without limitation, the euro, issued by the
government of one or more countries other than the United States of America or by any recognized confederation or association of such governments. 

“Global Security” means a Security that evidences all or part of the Securities of any series that is issued to a Depositary or a
nominee thereof for such series in accordance with Section 301(5). 
 “Government Obligations” means securities which are
(i) direct obligations of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on such Security or any Additional Amounts
in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States
of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust


  
 4 








 
company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such 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 from any amount
received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt. 

“Holder,” in the case of any Registered Security, means the Person in whose name such Security is registered in the Security
Register. 
 “Indebtedness” means (a) any liability of the Company (1) for borrowed money, or under any reimbursement
obligation relating to a letter of credit, or (2) evidenced by a bond, note, debenture or similar instrument, or (3) for payment obligations arising under any conditional sale or other title retention arrangement (including a purchase
money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind, or (4) for the payment of money relating to a lease obligation if at the time the lease was entered into it was a capitalized lease;
(b) any liability of others described in the preceding clause (a) that the Company has guaranteed or that is otherwise its legal liability; and (c) any amendment, supplement, modification, deferral, renewal, extension or refunding of
any liability of the types referred to in clauses (a) and (b) above. 
 “Indenture” means this instrument 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 and provisions of any Security established pursuant to Section 301 (as
such terms and provisions may be amended pursuant to the applicable provisions hereof) including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively. 
 “independent registered public accounting firm” means
a firm of accountants registered with the Public Company Accounting Oversight Board that, with respect to the Company and any other obligor under the Securities, is an independent registered public accounting firm within the meaning of the
Securities Act of 1933, as amended, the Exchange Act, and the rules and regulations promulgated by the Commission thereunder, who may be the independent registered public accounting firm regularly retained by the Company or who may be another
independent registered public accounting firm. Such firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating to this Indenture or certificates required to be provided hereunder. 

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original issuance. 
 “Interest,” with respect to any Original Issue
Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1004, includes
such Additional Amounts. 

  
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 “Interest Payment Date,” with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
 “Judgment Currency” has the meaning specified in Section 116. 

“Lien” means any mortgage, lien, pledge, security interest or other encumbrance of any kind. 

“Material Subsidiary” means a Subsidiary of the Company whose total assets (as determined in accordance with GAAP) represent at
least 20% of the total assets of the Company on a consolidated basis. 
 “Maturity,” 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 provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice
of option to elect repayment or otherwise, and includes a Redemption Date or Repayment Date. 
 “New York Banking Day” has the
meaning specified in Section 116. 
 “Office” or “Agency,” with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee. 

“Officer” means the Chairman of the Board, the President, any Vice President (whether or not designated by a number or word added
before or after the title vice president), the Treasurer, the Corporate Secretary or the Controller of the Company. 
 “Officers’
Certificate” means a certificate signed by two Officers or by any Officer and either an Assistant Treasurer or an Assistant Corporate Secretary of the Company, that, if required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act and is delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of
counsel, who may be an employee of or counsel for the Company or other counsel that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. 

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of an amount
less than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 502. 
 “Original
Trustee” has the meaning specified in Section 301. 

  
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 “Outstanding,” when used with respect to any Securities, means, as of the date of
determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
  

	 	(a)	any such Security theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

  

	 	(b)	any such Security for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto (other than pursuant to Section 402) 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; 

  

	 	(c)	any such Security with respect to which the Company has effected defeasance or covenant defeasance pursuant to Section 402, except to the extent provided in Section 402; 


 

	 	(d)	any such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been
presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and 


 

	 	(e)	any such Security converted or exchanged as contemplated by this Indenture into Equity Securities or other securities, if the terms of such Security provide for such conversion or exchange pursuant to Section 301;


 provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in
making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination
and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a
Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the
date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes


  
 7 








 
to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the
Securities or an Affiliate of the Company or such other obligor. 
 “Paying Agent” means any Person authorized by the Company to
pay the principal of, or any premium or interest on, or any Additional Amounts with respect to, any Security on behalf of the Company. 

“Periodic Offering” means an offering of Securities of a series from time to time the specific terms of which Securities, including
without limitation the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by
the Company upon the issuance of such Securities. 
 “Person” means any individual, Corporation, partnership, joint venture,
joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment,” with respect to any Security, means the place or places where the principal of, or any premium or interest on,
or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same indebtedness
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to
evidence the same indebtedness as the lost, destroyed, mutilated or stolen Security. 
 “Principal Property” means any plant or
facility of the Company located in the United States that in the good faith opinion of the Board or management of the Company is of material importance to the business conducted by the Company and its consolidated Subsidiaries taken as whole. 

“Redemption Date,” with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture or such Security. 
 “Redemption Price,” with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security. 
 “Registered
Security” means any Security in the form established pursuant to Section 201 which is registered in the Security Register. 

“Regular Record Date” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or such Security as the “Regular Record Date.” 
 “Repayment Date” shall
mean, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to such Security. 

  
 8 








 “Repayment Price” shall mean, when used with respect to any Security to be repaid at
the option of the Holder, the price at which it is to be repaid pursuant to this Indenture. 
 “Required Currency” has the meaning
specified in Section 116. 
 “Responsible Officer” means any officer of the Trustee in its corporate trust department 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 and who shall have direct responsibility for the
administration of this Indenture. 
 “Security” or “Securities” means any note or notes, bond or bonds, debenture or
debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture,
“Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 

“Series Trustee” has the meaning specified in Section 301. 

“Special Record Date” for the payment of any Defaulted Interest on any Registered Security means a date fixed by the Trustee
pursuant to Section 307. 
 “Stated Maturity,” with respect to any Security or any installment of principal thereof or
interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is,
or such Additional Amounts are, due and payable. 
 “Subject Securities” has the meaning specified in Section 1008. 

“Subsidiary” means a corporation, partnership, limited liability company or other entity more than 50% of the outstanding Voting
Equity of which is owned, directly or indirectly, by the Company or one or more Subsidiaries, or by the Company and one or more Subsidiaries. 

“Third Party Debt” has the meaning specified in Section 1008. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a
particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be. 
 “Trustee” means the Person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture or until a Trustee for a series of Securities shall have become
such pursuant to Section 301(22) of this Indenture, and thereafter 

  
 9 








 
“Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such
Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series. 

“United States,” except as otherwise provided in or pursuant to this Indenture or any Security, means the United States of America
(including the states thereof and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 

“United States Alien,” except as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for
United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. 

“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 (other than “assistant”) added before or after the title “Vice President.” 
 “Voting
Equity,” means stock or other ownership interests having ordinary voting power for the election of directors or other managers of a corporation, partnership, limited liability company or other entity, whether at all times or only so long as no
senior class of stock or other ownership interests has such voting power by reason of any contingency. 
 Section 102. Compliance
Certificates and Opinions. 
 Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture or as may be required under the Trust Indenture Act, the Company shall furnish to the Trustee an Officers’ 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 or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be
furnished. 
 Section 103. 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 of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of 

  
 10 








 
reasonable care should know, that the opinion with respect to the matters upon which his certificate or opinion is based are erroneous. Any such 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 or any Security, they may, but need not, be consolidated and form one instrument. 
 Whenever,
subsequent to the receipt by the Trustee of any Company Resolution, Officers’ Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered
therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof,
such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary
notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of the Company that could not have been taken had the original document or instrument not contained such error or omission, the
action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or negligence. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding
Securities, except as aforesaid. 
 Section 104. Acts of Holders; Record Dates. 

(1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to 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 an agent duly appointed in writing. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a 

  
 11 








 
Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 

Without limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, a Holder, including a
U.S. Depositary that is a Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture or the Securities to be made, given or taken by Holders, and a U.S. Depositary that is a Holder of a Global Security may provide its proxy or proxies to the direct or indirect participants therein or the beneficial owners of interests in
any such Global Security through such U.S. Depositary’s standing instructions and customary practices. 
 (2) The fact and date of the
execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section. 
 (3) The ownership, principal amount and serial
numbers of Registered Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register. 

(4) Any request, demand, authorization, direction, notice, consent, waiver or other Act by 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 or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Security. 
 The Company may set any
day as a record date for the purpose of determining the Holders of Outstanding Registered Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of
any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Registered Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take or revoke the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by
Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this 

  
 12 








 
paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in Section 106. 
 The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Registered Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Registered Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction or to revoke the same, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be sent to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

With respect to any record date set pursuant to this Section, the party hereto that sets such record dates may designate any day as the
“Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Registered Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the party hereto that sets such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

Section 105. Notices, etc. to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 

  
 13 








 (1) the Trustee by any Holder or the Company shall be sufficient for every
purpose hereunder if made, given, furnished, filed or sent electronically in PDF format in writing to or with the Trustee at 

Deutsche Bank Trust Company Americas 

Trust and Agency Services 

60 Wall Street, 16th Floor 

Mail Stop: NYC60-1630 

New York, New York 10005 

USA 

Attn: Corporates Team, Dominion Resources, Inc. 

Facsimile: (732) 578-4635 

With a copy to: 

Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 

Trust and Agency Services 

100 Plaza One – 6th Floor 

Mail Stop: JCY03-0699 

Jersey City, NJ 07311-3901 

USA 

Attn: Corporates Team, Dominion Resources, Inc. 

Facsimile: (732) 578-4635 

(2) the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, or sent electronically in PDF format, to the Company addressed to the attention of its Treasurer at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the Trustee by the Company. 
 Section 106. Notice to Holders of
Securities; Waiver. 
 Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to
Holders of Securities of any event, such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, or sent in accordance with the Depositary’s applicable procedures in the case
of a Global Security, to each Holder of a Registered Security 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 of Registered Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities given as provided herein. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or provided. In the 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. 

  
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 Where this Indenture 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 equivalent of such notice. Waivers of notice by Holders of Securities 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. 
 Section 107. Language of Notices. 

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language. 
 Section 108. Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon
by Section 318(c) thereof, such required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. 
 Section 109. 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.

 Section 110. Successors and Assigns. 

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

Section 111. Separability Clause. 

In case any provision in this Indenture or any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 112. Benefits of Indenture. 

Nothing in this Indenture or any Security, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

  
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 Section 113. Governing Law. 

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said State. 
 Section 114. Non-Business Day. 

Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Redemption Date,
Repayment Date, Stated Maturity or Maturity of any Security shall be a day other than a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security other than a provision in any Security that
specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or at the Stated Maturity or Maturity, and no interest shall accrue on the amount payable on such date or at such time for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, Stated Maturity, Maturity, as the case may be, to the next succeeding Business Day. 

Section 115. Counterparts. 

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

Section 116. Judgment Currency. 

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. If the
amount of Judgment Currency 

  
 16 








 
that could be so purchased is less than the amount due to a Holder or the Trustee, as the case may be, the Company shall indemnify and hold harmless the Holder or the Trustee, as the case may be,
from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in the Indenture or the Securities, shall give rise
to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum
in respect of an amount due hereunder or under any judgment or order. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking
institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed. 
 Section 117.
U.S.A. Patriot Act. 
 In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to
banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is
required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, the parties to this Indenture agree to provide to the Trustee, upon its
request from time to time, such identifying information and documentation as may be reasonably available for such party in order to enable the Trustee to comply with Applicable Law. 

Section 118. Force Majeure. 

The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason
of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or
disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 

Section 119. Waiver of Jury Trial. 

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

  
 17 








 ARTICLE II 

SECURITIES FORMS 

Section 201. Forms Generally. 

Each Registered Security and temporary or permanent Global Security issued pursuant to this Indenture shall be in substantially the form set
forth in this Article (with respect to Registered Securities) or in such other form as shall be established by or pursuant to a Company Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officer executing such Security as evidenced by the Officer’s execution of such Security. 

The Securities shall be issuable in registered form without coupons. 

Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company executing such Securities, as evidenced by the Officer’s execution of such Securities. 

Section 202. Form of Face of Security. 

[Insert any legend required by the Internal Revenue Code of 1986 and the regulations thereunder.] 

DOMINION RESOURCES, INC. 
  

 
  

			
	No.                 		$             
			CUSIP No.     

 Dominion Resources, Inc., a corporation duly organized and existing under the laws of Virginia (herein called
the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                    , or registered assigns, the principal sum of
             Dollars 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, [insert - semi-annually, quarterly, monthly or other description of the relevant payment period] 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 - , provided that any principal and premium, and any such installment of interest, that is overdue shall bear interest at the rate of
    % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on
demand]. The interest so payable, and punctually paid or duly 

  
 18 








 
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; provided that interest payable at the Stated Maturity of principal [or on a Redemption Date as provided herein] will be paid to the Person to whom principal is payable. The Regular
Record Date shall be the [                    ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture]. 
 [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
and any overdue premium shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of     % per
annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall 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 such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [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. 

DOMINION RESOURCES, INC. 

  
 19 









			
		
	By	 	 

 Section 203. 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 [XXXX] (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as
Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the 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 [if applicable,
insert - , limited in aggregate principal amount to $            ]. 

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 20
days’ notice, [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 [if applicable, insert - on or after             ,
20    ], 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 [if applicable, insert
- 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 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 20 days’ notice, (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 [if applicable, insert - 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: If redeemed during the 12-month period beginning
             of the years indicated, 
  

			
	 Redemption Price for

Redemption Through
	  	 Redemption Price for

Redemption Otherwise Than

		  	
		  	
		  	


  
 20 









					
	 Year
	  	Operation of the
Sinking Fund	  	Through Operation
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 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 - Notwithstanding the foregoing, the Company may not, prior to
            , redeem any Securities of this series as contemplated by [if applicable, insert - 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.] 
 [If applicable, insert - The sinking fund for this
series provides for the redemption on              in each year beginning with the year              and ending
with the year              of [if applicable, insert - 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
[if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required
to be made [if applicable, insert - , in the inverse order in which they become due].] 
 [If the
Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.] 
 [If applicable, insert - The Securities of this
series are not redeemable prior to Stated Maturity.] 
 [If applicable, insert - The Indenture
contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.] 
 [If the Security is not an Original Issue Discount Security, insert - If an
Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 

  
 21 








 [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 to [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, premium
and 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 premium and interest, if any, on the Securities of this
series shall terminate.] 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed or provided for herein. 

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 any premium 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 any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar 

  
 22 








 
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable
only in 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 having the same Stated Maturity and of like tenor of any authorized denominations as requested by the Holder upon surrender of the Note or Notes to be exchanged at the office or agency of the Company.

 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this 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. 
 All terms used in this Security that are defined
in the Indenture shall have the meanings assigned to them in the Indenture. 
 Section 204. Securities in Global Form. 

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If
Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser
amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any
endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. 

Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent
of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a Global Security in registered form, the Holder of such Global Security in registered form. 

  
 23 








 Section 205. Form of Legend for Global Securities. 

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITORY TRUST COMPANY] ([55 WATER STREET, NEW YORK, NEW YORK]) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY] AND ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN. 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 Section 206. Form of Trustee’s Certificate of
Authentication. 
 Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially the following
form: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

							
	 [Date]
				 DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

				
					By		  

							        Authorized Signatory


  
 24 








 Section 207. Securities Repayable at the Option of Holders. 

If the Company shall establish pursuant to Section 301 that the Securities of a particular series are to be repaid before their Stated
Maturity at the option of Holders thereof, then the face of such Securities may indicate the applicable Repayment Date(s) and Repayment Price(s), and such Securities may include the following provisions: 

If so indicated on the face of the Security, the Company may be required to repurchase the Security at the option of the Holder, in whole or
in part, on the Repayment Date(s) and at the applicable Repayment Price(s) so indicated on the face hereof, plus accrued interest, if any, to the applicable Repayment Date. On or before the applicable Repayment Date, the Company shall deposit with
the Trustee money sufficient to pay the applicable Repayment Price and any interest accrued on the portion of this Security to be tendered for repayment. On and after such Repayment Date, interest will cease to accrue on this Security or any portion
hereof tendered for repayment. 
 The repayment option may be exercised by the Holder of the Security for less than the entire principal
amount hereof, but in that event, the principal amount hereof remaining outstanding after repayment must be in an authorized denomination. In the event of repurchase of the Security in part only, a new Security or Securities of this series and of
like tenor for the unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 In order for
this Security to be repaid, the Trustee must receive at least 60 days but not more than 180 days prior to the Repayment Date (i) the Security with the form entitled “Option to Elect Repayment” attached to the Security duly completed
or (ii) a facsimile transmission or a letter from a member of a national securities exchange or FINRA or a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the certificate number or a description of the tenor and terms of the Security, a statement that the option to elect repayment is being exercised thereby, and a guarantee that the Security
to be repaid, together with the duly completed form entitled “Option to Elect Repayment” attached to the Security, will be received by the Trustee not later than the fifth Business Day after the date of such facsimile transmission or
letter; however, such facsimile transmission or letter shall only be effective if the Security and duly completed form are received by the Trustee by such fifth Business Day. Such notice, once given, will be irrevocable unless waived by the Company.

 Unless otherwise indicated on the face hereof, this Security will not be subject to repayment at the option of the Holder. 

ARTICLE III 
 THE SECURITIES 

Section 301. 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 in one or more series. 

  
 25 








 With respect to any Securities to be authenticated and delivered hereunder, there shall be
established in or pursuant to a Company Resolution and set forth in, or determined in the manner provided in, an Officers’ Certificate, or established in one or more indentures supplemental hereto prior to the issuance of any Securities of a
series, 
 (1) the title of such Securities and the series in which such Securities shall be included; 

(2) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Securities will be
issued; 
 (3) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305,
306, 905 or 1107, upon repayment in part of any Registered Security of such series pursuant to Article Thirteen, upon surrender in part of any Registered Security for conversion or exchange into Equity Securities or other securities pursuant to its
terms, or pursuant to the terms of such Securities); 
 (4) if such Securities are to be issuable as Registered Securities;

 (5) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global
form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of the same series and
of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, and (iii) the name of the Depositary or the U.S. Depositary,
as the case may be, with respect to any Global Security; 
 (6) if any of such Securities are to be issuable in global form,
the date as of which any such Global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued); 

(7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the
principal of such Securities is payable; 
 (8) the rate or rates at which such Securities shall bear interest, if any, or
the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest
Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months, and the extent to 

  
 26 








 
which, or the manner in which, any interest payment or Additional Amounts on a Global Security on an Interest Payment Date will be paid and the manner in which any principal of or premium, if
any, on any Global Security will be paid; 
 (9) if in addition to or other than the Borough of Manhattan, The City of New
York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of
transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served; 

(10) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which,
the period or periods within which, the price or prices at which, or the method or methods, if any, by which such price or prices shall be determined, and the other terms and conditions upon which such Securities may be redeemed, in whole or in
part, at the option of the Company; 
 (11) if the Company is obligated to redeem or purchase any of such Securities pursuant
to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities
shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased; 

(12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than
denominations of $1,000 and any integral multiple thereof; 
 (13) whether the Securities of the series will be convertible
into or exchangeable for Equity Securities and/or other securities, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to
permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof; 
 (14) if
other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is
to be determined; 
 (15) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or
interest on or any Additional Amounts with respect to any of such Securities shall be payable; 

  
 27 








 (16) if the principal of, any premium or interest on or any Additional Amounts
with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on
which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and
the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency; 
 (17)
whether the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or
methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable; 

(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company (including, without
limitation, Section 1008) with respect to any of such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 

(19) if either or both of Section 402(2) relating to defeasance or Section 402(3) relating to covenant defeasance
shall not be applicable to the Securities of such series, or any covenants relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article
Four in respect of the Securities of such series; 
 (20) if any of such Securities are to be issuable upon the exercise of
warrants, and the time, manner and place for such Securities to be authenticated and delivered; 
 (21) if any of such
Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other
conditions, then the form and terms of such certificates, documents or conditions; 
 (22) (A) if other than the Person
named as the “Trustee” in the first paragraph of this instrument (or a successor to such Person pursuant to the applicable provisions of this Indenture) (for purposes of this clause (22), herein called the “Original Trustee”),
the identity of a Trustee for the Securities of the series (a “Series Trustee”), and/or (B) if not the Original Trustee or the Series Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect
to such Securities, and (C) such additions or changes to any 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, anything
contained herein or in any Company Resolution, Officers’ Certificate or supplemental indenture to the contrary notwithstanding, that (i) nothing 

  
 28 








 
herein shall constitute such Trustees co-trustees of the same trust, (ii) each such Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee, (iii) the Series Trustee shall have all the rights, powers, trusts and duties of the Original Trustee with respect to, and only with respect to, the Securities of the series, (iv) the
Original Trustee shall have no rights, powers, trusts and duties with respect to the Securities of the series, (v) no Trustee hereunder shall have any liability for any acts or omissions of any other Trustee hereunder and (vi) no
appointment of a Series Trustee shall become effective until the acceptance of the appointment by the Series Trustee is evidenced in writing; 

(23) the Person to whom any interest on a Security of the series shall be payable, if other than 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; 

(24) the nature and terms of the security for any secured Securities; 

(25) the listing of the Securities on any securities exchange or the inclusion in any other market or quotation or trading
system; and 
 (26) any other terms of such Securities (which terms shall not be inconsistent with the provisions of this
Indenture) and any deletions from or modifications or additions to this Indenture in respect of such Securities. 
 All Securities of any
one series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall
accrue and except as may otherwise be provided by the Company in or pursuant to the Company Resolution and set forth in, or determined in the manner provided, in the Officers’ Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of
persons designated in the Officers’ Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of
the Securities of such series as are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be
reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. 
 If any of
the terms of the Securities of any series shall be established by action taken by or pursuant to a Company Resolution, the Company Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms or the manner of determining the terms of such series. 

  
 29 








 Section 302. Currency; Denominations. 

Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form in denominations of $1,000 and any integral multiple
thereof. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture. 

Section 303. Execution, Authentication, Delivery and Dating. 

Securities shall be executed on behalf of the Company by any Officer. The signature of any of these officers on the Securities appertaining
thereto may be manual or facsimile. 
 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
executed by the Company, to the Trustee for authentication and, provided that the Company Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company
Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established by or pursuant to one or more
Company Resolutions as permitted by Sections 201 and 301, 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 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, 
 (1) an Opinion of
Counsel to the effect that: 
 (a) the form or forms and terms, or if all Securities of such series are not to be issued at
one time, the manner of determining the terms of such Securities, have been established in conformity with the provisions of this Indenture; 

(b) all conditions precedent provided for in this Indenture to the authentication and delivery of such Securities have been
complied with and that such Securities, when completed by appropriate insertions, executed by a duly authorized officer of the Company, delivered by a duly authorized officer of the Company to the Trustee for authentication pursuant to this
Indenture, and 

  
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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 legally valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and 

(c) this Indenture has been qualified under the Trust Indenture Act, if applicable; 

and 
 (2) an
Officers’ Certificate stating that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred
and be continuing. 
 If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion
of Counsel at the time of issuance of each Security, but such opinion shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by the Company that the
Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to
have been complied with. 
 The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any
Securities if the issue of such Securities pursuant to this Indenture will expose the Trustee to personal liability to existing Holders, 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 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. 

With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such series. 
 Each Registered 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 in Section 206 or 612 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized
signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 

  
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 Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
 Section 304. Temporary
Securities. 
 Pending the preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order,
the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof 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, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officer of the Company executing such Securities
may determine, as conclusively evidenced by his execution of such Securities. Such temporary Securities may be in global form. 
 Except in
the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After
the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of
such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary Global Security, 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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 Section 305. Registration, Transfer and Exchange. 

With respect to the Registered Securities of each series, the Company shall cause to be kept a register (each such register being herein
sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of
such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities,
the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or
replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall
cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. 

Upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 
 At the
option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. 
 Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any Global Security shall be exchangeable for definitive Securities only if (i) the Depositary is at any time unwilling, unable or ineligible to continue as Depositary and a successor depositary is not appointed by
the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such Global Security shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a Global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i),
(ii) or (iii) of the preceding sentence, 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 in such
form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such Global Security, executed by the Company. On or after
the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered from time to time by Trustee as custodian for the U.S. Depositary or such other Depositary as shall be specified in the Company


  
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Order with respect thereto, and in accordance with instructions given to the Trustee and the Trustee as custodian for the U.S. Depositary or such other Depositary, as the case may be (which
instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate 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 exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such
surrendered 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 Global Security to be exchanged, which definitive Securities exchanged
for the Global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture; provided, however, that no such exchanges may occur during a period beginning at the opening of business
15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such Depositary or the
Trustee shall hold the Global Security as custodian for the U.S. Depositary, as the case may be, or such other Depositary or U.S. Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered
Security is issued in exchange for any portion of a Global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall 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 Global Security shall be 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 obligations of the Company evidencing the
same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the
Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security Registrar for such Security duly executed by the Holder
thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security
for conversion or exchange into Equity Securities or other securities pursuant to its terms, in each case not involving any transfer. 

  
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 Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required
(i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the same series under
Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Security not to be so repaid. 
 The provisions of Clauses (1), (2) and (3) below shall apply only to
Global Securities: 
 (1) Each Registered Global Security authenticated under this Indenture shall be registered in the name
of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this
Indenture. 
 (2) Any exchange or transfer of a Registered Global Security for other Securities may be made in whole or in
part, and all Securities issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 

(3) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee thereof. 
 The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among participants
of the Depositary or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, subject to the provisions of this Section 306, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. 

If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be 

  
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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 bona fide
purchaser, the Company shall execute and, upon the Company’s written request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series
containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. 
 Notwithstanding the
foregoing provisions of this Section 306, in case any mutilated, destroyed, lost or stolen 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 and its agents and counsel) connected therewith. 

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute a separate obligation of
the Company, whether or not the destroyed, lost or stolen 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 such series
duly issued hereunder. 
 The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular
Securities or generally, shall be 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 stolen Securities. 

Section 307. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved. 

Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. Interest payable at the Stated Maturity of principal or on a Redemption Date shall be paid to the Person to whom principal is payable. 

Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof 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 Person in whose name such Registered Security (or a
Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such 

  
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Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing in an Officer’s Certificate of the amount of Defaulted Interest proposed to
be paid on such Registered Security 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 on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this
Clause 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 the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register or sent in
accordance with the applicable procedures of the Depositary 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 sent as aforesaid,
such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be 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 in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Security 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 Clause, such payment shall be deemed practicable by the Trustee. 
 The Trustee shall not at any time be under any duty or
responsibility to any holder of a Registered Security to determine the Defaulted Interest, or with respect to the nature, extent, or calculation of the amount of Defaulted Interest owed, or with respect to the method employed in such calculation of
the Defaulted Interest. 
 Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular series, at the
option of the Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the Holder of the Securities as such address shall appear in the Security Register or by transfer to an account maintained
by the Holder with a bank located in the United States, provided that appropriate wire transfer instructions shall have been delivered by such Holder to the Paying Agent in writing at least five Business Days prior to the applicable date for payment
of interest. The Paying Agent shall be entitled to conclusively rely on such wire transfer instructions until it receives notification from the applicable Holder of a change in such wire instructions. 

Subject to the foregoing provisions of this Section and Section 305, 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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 Section 308. Persons Deemed Owners. 

Prior to due presentment of a Registered 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 Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 305 and
307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the Company, the Trustee or
any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 No holder of any beneficial interest in any Global
Security held on its behalf by a U.S. Depositary or Depositary shall have any rights under this Indenture with respect to such Global Security, and such U.S. Depositary or Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Trustee nor any agent shall have any
responsibility or liability for any actions taken or not taken by any Depositary. 
 Section 309. Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities surrendered directly to the Trustee for any such purpose, shall be canceled promptly by the Trustee. 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 canceled promptly
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All canceled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with its customary procedures. 
 Section 310. Computation of Interest. 

Except as otherwise provided in or pursuant to this Indenture or in the Securities of any series, interest on the Securities shall be computed
on the basis of a 360-day year of twelve 30-day months. 

  
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 Section 311. CUSIP or ISIN Numbers. 

The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee
or the Company shall use “CUSIP” or “ISIN” numbers in notices of redemption or repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption or repurchase shall not be
affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in “CUSIP” or “ISIN” numbers. 

ARTICLE IV 
 SATISFACTION AND
DISCHARGE OF INDENTURE 
 Section 401. Satisfaction and Discharge. 

Upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order, and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 

(1) either 
 (a)
all Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, or (ii) Securities of such
series 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 1003) have been delivered to the
Trustee for cancellation; or 
 (b) all such Securities of such series 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) if redeemable at the option of the Company, 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 or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and 

  
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interest on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts is at the time of deposit
reasonably determinable by the Company (in the exercise by the Company of its sole and absolute discretion), any Additional Amounts with respect to such Securities, to the date of such deposit (in the case of Securities which have become due and
payable) or to the Maturity thereof, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the Outstanding Securities of such series; and 
 (3) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

 In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met including, without limitation, the conditions in this
Section 401. 
 Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the
obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect
to the Securities of such series under Sections 305, 306, 403, 1002 and 1003, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 1004 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)), and with respect to any rights to convert or exchange such Securities into Equity Securities or
other securities, shall survive. 
 Section 402. Defeasance and Covenant Defeasance. 

(1) Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or within a series under clause
(2) of this Section 402 or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with respect to the Securities of such series, then such provisions,
together with the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities, and the Company may at its option
by Company Resolution, at any time, with respect to such Securities, elect to have Section 402(2) or Section 402(3) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Section 402.

 (2) Upon the Company’s exercise of the above option applicable to this Section 402(2) with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on the 

  
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date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of this Section 402 and the other
Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of 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), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely
from the trust fund described in clause (4) of this Section 402 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with
respect to, such Securities when such payments are due, and any rights of such Holder to convert or exchange such Securities into Equity Securities or other securities, (ii) the obligations of the Company and the Trustee with respect to such
Securities under Sections 305, 306, 1002 and 1003, with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1004 (but only to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 402(4)(a) below), and with respect to any rights to convert or exchange such Securities into Equity Securities or other securities, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder (including under Section 607) and (iv) this Section 402. The Company may exercise its option under this Section 402(2) notwithstanding the prior exercise of
its option under clause (3) of this Section 402 with respect to such Securities. 
 (3) Upon the Company’s exercise of the
above option applicable to this Section 402(3) with respect to any Securities of or within a series, the Company shall be released from any covenant applicable to such Securities specified pursuant to Section 301(19), with respect to such
Outstanding Securities on and after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be not
“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(4) or 501(7) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. 

(4) The following shall be the conditions to application of clause (2) or (3) of this Section 402 to any Outstanding Securities
of or within a series: 
 (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged
as security 

  
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for, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in Dollars or in such Foreign Currency in which such Securities are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of an independent registered public accounting firm 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, (y) the principal of (and premium, if any) and interest, if any, on, and, to the extent that such
Securities provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts is at the time of deposit reasonably determinable by the Company (in the exercise by the Company of its sole and absolute discretion), any
Additional Amounts with respect to, such Outstanding Securities to and including the Stated Maturity of such principal or installment of principal or interest or the Redemption Date established pursuant to clause (d) below, if any, and
(z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. 

(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 
 (c)
Solely in the case of an election under clause (2) of this Section 402, no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit and, with respect to defeasance only, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the
expiration of such period). 
 (d) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory
sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. 

(e) In the case of an election under clause (2) of this Section 402, the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge 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 deposit, defeasance and discharge had not
occurred. 

  
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 (f) In the case of an election under clause (3) of this Section 402,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred. 

(g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of this Section 402 (as the case may be) have been complied with. 

(h) Notwithstanding any other provisions of this Section 402(4), such defeasance or covenant defeasance shall be effected
in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. 

(5) Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be
provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 402(5) and Section 403, the “Trustee”) pursuant to clause
(4) of Section 402 in respect of any Outstanding Securities of any 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 and
Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. 
 Unless otherwise
specified in or pursuant to this Indenture or any Securities, if, after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect
pursuant to Section 301 or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the Foreign Currency in which the deposit pursuant to Section 402(4)(a) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any), and interest, if any, on, and Additional Amounts, if any, with respect to, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to
clause (a) above, the applicable market exchange rate for such Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign
Currency in effect (as nearly as feasible) at the time of the Conversion Event. 

  
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 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 this Section 402 or the principal or 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 such
Outstanding Securities. 
 Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 402 which, in the opinion of an independent registered
public accounting firm 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 to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Section 402. 
 Section 403. Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee (or other
qualifying Trustee) pursuant to Section 401 or 402 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 (or other qualifying Trustee) may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government
Obligations have been deposited with or received by the Trustee (or other qualifying Trustee); but such money and Government Obligations need not be segregated from other funds except to the extent required by law. 

Section 404. Qualifying Trustee. 

Any trustee appointed pursuant to Section 402 for the purpose of holding money or Government Obligations deposited pursuant to that
Section shall be appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent
provided for herein to the related defeasance or covenant defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 

  
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 Section 405. Reinstatement. 

If the Trustee (or other qualifying trustee) is unable to apply any money or Government Obligations in accordance with Section 401 or 402,
as applicable, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401 or 402 until such time as the Trustee (or other qualifying trustee) is permitted to apply all such money or Government Obligations in accordance with Section 401 or 402,
as applicable; provided, however, that if the Company has made any payment of principal of or any premium or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee (or other qualifying trustee). 

ARTICLE V 
 REMEDIES 

Section 501. 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 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) unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Company Resolution or Officers’ Certificate establishing the terms of such series pursuant to this Indenture: 

(1) default in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any Security of
such series when such interest or such Additional Amounts become due and payable, and continuance of such default for a period of 60 days; or 

(2) default in the payment of the principal of or premium, if any, on, or any Additional Amounts payable in respect of the
principal of or premium, if any, on, any Security of such series when due upon Maturity; or 
 (3) default in the payment of
any sinking fund payment, or analogous provision, when and as due by the terms of a Security of such series, and continuance of such default for a period of 60 days; or 

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or any Security of such
series (other than (i) a covenant or warranty for which the consequences of breach or nonperformance are addressed (a) elsewhere in this Section 501 or (b) in such Security or (ii) a covenant or warranty which has expressly
been included in this Indenture or a Security of a series, whether or not by means of a supplemental indenture, solely for the benefit of Securities of a series other than such series), and continuance of such default or breach for a period of 90
days after there has been given, by registered or certified mail, to the Company by the Trustee or to 

  
 45 








 
the Company and the Trustee by the Holders of at least 33% in principal amount of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Securities of such series not less than the principal amount of Securities the Holders
of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Trustee, or the Trustee and the Holders of such principal amount of Securities of such series,
as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such period and is being diligently pursued; or 

(5) the Company pursuant to or under or within the meaning of any Bankruptcy Law: 

(a) commences a voluntary case or proceeding; 

(b) consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any
case against it; 
 (c) consents to the appointment of a Custodian of it or for any substantial part of its property; 

(d) makes a general assignment for the benefit of its creditors; 

(e) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or 

(f) consents to the filing of such petition or the appointment of or taking possession by a Custodian; or 

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(a) is for relief against the Company in an involuntary case or proceeding, or adjudicates the Company insolvent or bankrupt;

 (b) appoints a Custodian of the Company or for any substantial part of its property; or 

(c) orders the winding up or liquidation of the Company; 

and the order or decree remains unstayed and in effect for 90 days; or 

(7) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series. 

  
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 “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors. “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

Section 502. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then the Trustee or the
Holders of not less than 33% in principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, to be due
and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately due and payable. 

At any time after Securities of any series have been accelerated and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if 
 (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay 

(a) all overdue installments of any interest on any Securities of such series and any Additional Amounts with respect thereto,

 (b) the principal of and any premium on any Securities of such series which have become due otherwise than by such
declaration of acceleration and any Additional Amounts with respect thereto and, to the extent the payment of such interest is lawful, interest thereon at the rate or rates borne by or provided for in such Securities, 

(c) to the extent that payment of such interest is lawful, interest upon overdue installments of any interest and any
Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities, and 
 (d) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 607; and 

(2) all Events of Default with respect to Securities of such series, other than the non-payment of the principal of, any
premium and interest on, and any Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 513. 

No such rescission shall affect any subsequent default or impair any right consequent thereon. 

  
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 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if 

(1) default is made in the payment of any installment of interest on or any Additional Amounts payable in respect of any
interest on, any Security when such interest or Additional Amounts shall have become 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 any premium on, or any Additional Amounts payable in respect of the
principal of or any premium on, any Security at its Maturity, 
 the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount of money then due and payable with respect to such Securities, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 607. 

If the Company fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and 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 monies 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 rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy. 

Section 504. 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 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 any overdue principal, premium, interest or Additional Amounts) shall be entitled and
empowered, 

  
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by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 
 (1) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of such series, of the principal and any premium, interest and Additional Amounts 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 agents or counsel) and of the Holders of Securities allowed in such judicial
proceeding, and 
 (2) to collect and receive any monies 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 of Securities 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 of Securities, to pay to the Trustee any amount due to 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 607. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security 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 of a Security in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

Section 505. Trustee may Enforce Claims Without Possession of Securities. 

All rights of action and claims under this Indenture or any of 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 or judgment, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security in respect of which such judgment has been
recovered. 
 Section 506. Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article 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 any premium, interest or Additional Amounts, upon presentation of the Securities, 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 and its agents and counsel and any predecessor Trustee
under Section 607; 

  
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 SECOND: To the payment of the amounts then due and unpaid upon the Securities for
principal and any premium, interest and Additional Amounts 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 aggregate amounts due and payable on such
Securities for principal and any premium, interest and Additional Amounts, respectively; and 
 THIRD: The balance, if any,
to the Person or Persons entitled thereto. 
 Section 507. 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 such series; 

(2) the Holders of not less than a majority in principal amount of the Outstanding Securities of such 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 indemnity or security reasonably satisfactory to it against the costs,
expenses and liabilities to be incurred in compliance with such request; 
 (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 such series; 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

Section 508. Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts. 

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, any 

  
 50 








 
premium and (subject to Sections 305 and 307) interest on, and any Additional Amounts with respect to such Security, as the case may be, on the respective Stated Maturity or Maturities therefor
specified in such Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder, on the Repayment Date) and to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

Section 509. Restoration of Rights and Remedies. 

If the Trustee or any Holder of a Security 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 the Company, the Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted. 

Section 510. 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 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent
permitted by law, shall 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, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 511. Delay or Omission not Waiver. 

No delay or omission of the Trustee or of any Holder of any Security 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 any Holder of a Security may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 
 Section 512. Control by Holders of
Securities. 
 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 or with the Securities of any series,


  
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 (2) the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction, 
 (3) such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action, and 
 (4) subject to the provisions of Section 601, the Trustee
shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 

Section 513. Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series may, by written notice to the Trustee, waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the principal of, any premium or interest on, or any Additional Amounts with respect to, any Security of
such series, or 
 (2) in respect of a covenant or 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. 
 Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 514. Waiver of Stay or Extension Laws. 

The Company covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to the
extent that it may lawfully do so) 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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 Section 515. 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 or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, 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 515 shall not apply 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 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, if any, on or Additional Amounts, if any, with
respect to any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment, on or after the Repayment Date) or for the enforcement of
the right, if any, to convert or exchange any Security into Equity Securities or other securities in accordance with its terms. 
 ARTICLE VI

 THE TRUSTEE 

Section 601. Certain Duties and Responsibilities of Trustee. 

The duties and responsibilities of the Trustee shall be as provided by Section 315 of the Trust Indenture Act, and no implied duties,
covenants or obligations shall be read into this Indenture against the Trustee. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial or
otherwise, in the performance of any of its duties hereunder, or in the exercise of any 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. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section. 
 Section 602. Certain Rights of Trustee. 

Subject to Sections 315(a) through 315(d) of the Trust Indenture Act and the provisions of Section 601 hereof: 

(1) the Trustee may conclusively 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, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties; 

  
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 (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or a Company Order and any resolution of the Company or the Board may be sufficiently evidenced by a Company Resolution; 

(3) 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 shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 

(4) the Trustee may consult with counsel and the 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; 

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this
Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee
against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 

(6) 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, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by
agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

(7) 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; 

(8) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any 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; 
 (9) the Trustee shall not be liable for any action taken, suffered, or omitted
to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 

(10) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 

  
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 (11) the Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture; 
 (12) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 

(13) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder; and 
 (14) the Trustee may request that the Company deliver a certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
 (15) The
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. 
 Section 603. Notice of
Defaults. 
 If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such
series notice of such default as and to the extent provided by the Trust Indenture Act, provided that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “Default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to
Securities of such series. 
 Section 604. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements
of the Company and neither the Trustee nor any Authenticating Agent assumes any 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 the Securities or the proceeds thereof. 

Section 605. May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, 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 Person. 

  
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 Section 606. Money Held in Trust. 

Except as provided in Section 403 and Section 1003, money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 

Section 607. Compensation and Reimbursement. 

The Company agrees: 

(1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the
Trustee for all services rendered by the Trustee 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 compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to the Trustee’s negligence or willful misconduct; and 
 (3) to indemnify the Trustee or any
predecessor Trustee and their agents, officers and directors for, and to hold them harmless against, any loss, liability, damage, claims or expense incurred without negligence or willful misconduct on their part, including taxes other than taxes
based upon, measured by or determined by the income of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim
(whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, liability, damage, claims or
expense was due to the Trustee’s negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. 

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of
any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, and premium or interest on or any Additional Amounts with respect to particular Securities. 

Without limiting any rights available to the Trustee under applicable law, any compensation or expense incurred by the Trustee after a default
specified by Section 501(5) or (6) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 607 shall include any predecessor
Trustee but the negligence or willful misconduct of any Trustee shall not affect the rights of any other Trustee under this Section 607. 

  
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 The rights, protections and indemnities afforded to the Trustee pursuant to this Section 607
shall survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture. 
 Section 608.
Corporate Trustee Required; Eligibility. 
 There shall at all times be a Trustee hereunder that is a Corporation, organized and doing
business under the laws of the United States of America, any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and
that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by Federal or state authority. 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. 

Section 609. Resignation and Removal; Appointment of Successor. 

(1) 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 pursuant to Section 610. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, or within 30 days after the action to remove the Trustee, as applicable, the Trustee resigning or being removed, as the case may be, may petition any court of competent jurisdiction at the expense of the Company for the
appointment of a successor Trustee with respect to such series. 
 (2) 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. 
 (3) 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 the Company. 

(4) If at any time: 

(a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act
(subject to the penultimate paragraph thereof) with respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at
least six months, or 
 (b) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after
written request therefor by the Company or any such Holder, or 

  
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 (c) 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 or pursuant to a Company Resolution, may remove the Trustee with respect to all Securities or the Securities
of such series and appoint a successor Trustee or Trustees, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security 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 removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. 

(5) 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 or pursuant to a Company Resolution, shall promptly 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 610. 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 610, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by Section 610, any Holder of a Security 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. 

(6) 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 the Holders of Registered Securities, if any, 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. 

Section 610. Acceptance of Appointment by Successor. 

(1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and 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,


  
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without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the written request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003,
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 607. 

(2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates, (ii) if the 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 the retiring Trustee with
respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) 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, 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 that no Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such
retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, 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 with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its lien, if any, provided for in
Section 607. 
 (3) Upon request of any Person appointed hereunder as a 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 (1) or (2) of this Section, as the case may be. 

  
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 (4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time of
such acceptance such successor Person shall be qualified under the Trust Indenture Act and eligible under this Article. 
 Section 611.
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 of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, 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. 
 Section 612. Appointment of Authenticating Agent. 

The Trustee may appoint one or more Authenticating Agents acceptable to the Company, and at the Company’s expense, with respect to one or
more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption or partial repayment, or
pursuant to Section 306, 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, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act,
is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 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, it 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 

  
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succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, 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 the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and 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 Registered Securities, if any, of the series with respect to which such Authenticating Agent shall 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 each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 

The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. 

If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: 

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

 

									
	 [Date]
				DEUTSCHE BANK TRUST COMPANY AMERICAS,		
					As Trustee		
					
					By		  
		
							      As Authenticating Agent		
					
					By		  
		
							      Authorized Signatory		

 If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not
have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which
writing need 

  
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not be accompanied by or contained in an Officers’ Certificate by the Company), shall appoint in accordance with this Section and such procedures as shall be acceptable to the Trustee an
Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 

Section 613. Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
 Section 614. Preferential
Collection of Claims Against Company. 
 If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 

ARTICLE VII 
 HOLDERS LISTS AND
REPORTS BY TRUSTEE AND COMPANY 
 Section 701. Company to Furnish Trustee Names and Addresses of Holders. 

In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee 

(1) semi-annually with respect to Securities of each series not later than August 1 and February 1 of each year or upon such other
dates as are set forth in or pursuant to the Company Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the
preceding July 15 and January 15, as the case may be, and 
 (2) 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. 
 Section 702. Preservation of Information; Communications to Holders. 

The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 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 701 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 701 upon receipt of a new list so furnished. 

  
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 The rights of Holders to communicate with other Holders with respect to their rights under this
Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with Section 312(b) of the Trust Indenture Act,
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 312(b) of the Trust Indenture Act. 

Section 703. Reports by Trustee. 

(1) Within 60 days after July 15 of each year commencing with the first July 15 following the first issuance of Securities pursuant
to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such July 15 with respect to any of the
events specified in said Section 313(a) which may have occurred since the later of the immediately preceding July 15 and the date of this Indenture. 

(2) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein. 

(3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Company will notify the Trustee in writing when any Securities are listed on any stock exchange and of any delisting thereof. 

Section 704. Reports by Company. 

The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall: 

(1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
 (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; and 

  
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 (3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission. 
 Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 All information,
documents and reports described in this Section 704 and filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or any successor system shall be deemed to be filed with the Trustee as of the time they
are filed via such system; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the Electronic Data Gathering, Analysis, and Retrieval
system or any successor system. 
 ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

Section 801. Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not consolidate with or merge into any other Corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the Company or convey or transfer its properties and assets substantially as an entirety to the Company, unless: 

(1) in case the Company shall consolidate with or merge into another Corporation or convey or transfer its properties and
assets substantially as an entirety to any Person, the Corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an
entirety shall be a Corporation organized and existing under the laws of any domestic or foreign jurisdiction, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and interest on or any Additional Amounts with respect to all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed
or observed; 

  
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 (2) immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and 

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and such supplemental indenture, if any, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 

The conversion of the Company from its then-existing form of legal entity to another form of legal entity contemplated under the definition of
“Corporation” (as set forth herein), as permitted by applicable law, shall be treated as a “merger” for purposes of this Indenture. 

Section 802. Successor Person Substituted for Company. 

Upon any consolidation or merger by the Company with or into any other Corporation, or any conveyance or transfer by the Company of its
properties and assets substantially as an entirety to any Person in accordance with Section 801, the successor Corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance 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 successor Person, as applicable, had been named as the
Company herein; and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which shall
theretofore become such in the manner described in Section 801) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated. 

  
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 ARTICLE IX 

SUPPLEMENTAL INDENTURES 

Section 901. Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders of Securities, the Company (when authorized by or pursuant to a Company 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 Person to the Company, and the assumption by any such successor of the covenants of
the Company contained 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 (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or 

(3) to add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of
principal of, any premium or interest on or any Additional Amounts with respect to Securities, or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the
Holders of Securities of any series in any material respect; or 
 (4) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or 
 (5) to provide for the issuance of additional Securities in accordance
with the provisions set forth in this Indenture; or 
 (6) to evidence and provide for the acceptance of appointment
hereunder by 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 610; or 
 (7) to cure any ambiguity or to correct or
supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided, that, no such action shall adversely
affect the interests of the Holders of Securities of any series then Outstanding in any material respect; or 
 (8) to add
to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or 

(9) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such
supplemental indenture); or 

  
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 (10) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series or any
other Security in any material respect; or 
 (11) to secure the Securities pursuant to Section 1008 or otherwise; or

 (12) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or 

(13) to amend or supplement any provision contained herein or in any indenture supplemental hereto (which amendment or
supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures), provided that such amendment or supplement does not apply to any Outstanding Security
issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or 
 (14) to amend
or supplement any provision contained herein or in any indenture supplemental hereto that does not adversely affect the rights or interests of any Holder of Securities; or 

(15) to amend or supplement any provision contained herein or in any indenture supplemental hereto (which amendment or
supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures) to conform the terms of the Indenture or the supplemental indenture to the
descriptions thereof appearing in a preliminary prospectus, prospectus, prospectus supplement (including any pricing term sheet), offering memorandum or offering circular relating to such Securities as evidenced by an Officer’s Certificate; or

 (16) to amend or supplement any provision contained herein or in any indenture supplemental hereto to the extent necessary
to effect or maintain the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust
Indenture Act. 
 Section 902. Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of not less than a majority of the aggregate in principal amount of the Outstanding Securities of such series
affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company Resolution), and the Trustee may 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 the Securities of such series 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, without the consent of the Holder of each Outstanding Security affected thereby, shall 

  
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 (1) change the Stated Maturity of the principal of, or any premium or installment
of interest on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium
payable upon the redemption or repayment thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004, 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 502 or the amount thereof provable in bankruptcy pursuant to Section 504, adversely affect the right of repayment at the option of any Holder
as contemplated by Article Thirteen, or change the Place of Payment, Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security 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 or, in the case of repayment at the option of the Holder, on or after the Repayment Date), or 

(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 certain defaults hereunder and their consequences provided for in this Indenture, or reduce the requirements of Section 1504 for quorum
or voting, or 
 (3) modify any of the provisions of this Section or Section 513, 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 610 and 901(6), or 

(4) make any change that adversely affects the right to convert or exchange any Security for Equity Securities or other
securities in accordance with its terms. 
 A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which shall have been included expressly and 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 of Securities 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. 

Section 903. Execution of Supplemental Indentures. 

As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust 

  
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Indenture Act) 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 and that such supplemental indenture is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. 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. 

Section 904. 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 a Security theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

Section 905. 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 authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

Section 906. 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.

 ARTICLE X 
 COVENANTS 

Section 1001. Payment of Principal, Any Premium, Interest and Additional Amounts. 

The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the
principal of, any premium and interest on and any Additional Amounts with respect to the Securities of such series in accordance with the terms thereof and this Indenture. Such payment shall be made to the Paying Agent no later than 10:00 a.m. local
time in the Place of Payment on the date such payment is to be made. 

  
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 Section 1002. Maintenance of Office or Agency. 

The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series may be
presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange,
and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes. The Company shall 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 provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the
Trustee as the Company’s Office or Agency in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities
of any series. 
 Section 1003. 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 shall, on or before each due date of
the principal of, any premium or interest on or Additional Amounts with respect to any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency or Currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and shall 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 shall, on or prior to each due date of the
principal of, any premium or interest on or any Additional Amounts with respect to any Securities of such series, deposit with any Paying Agent a sum (in the Currency or Currencies described in the preceding paragraph) sufficient to pay the
principal or any premium, interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act. 

  
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 The Company shall cause each Paying Agent for any series of Securities other than the Trustee to
execute and deliver to the Trustee a written instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 

(1) hold all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with
respect to Securities of such 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 provided in or pursuant to this Indenture; 

(2) give the Trustee written notice of any default by the Company (or any other obligor upon the Securities of such series) in
the making of any payment of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and 

(3) 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 terms 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 sums. 

Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on or any Additional Amounts with respect to any Security of any series and remaining unclaimed for two years after such principal or any such premium or interest or any such
Additional Amounts shall have 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, 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. 

Section 1004. Additional Amounts. 

If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security
Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any
series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

  
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 Except as otherwise provided in or pursuant to this Indenture or the Securities of any series, if
the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to
Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and premium, if any, or interest, if any, on the Securities of such series shall be made to Holders of Securities of such series who are United States Aliens without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section. 
 Section 1005. Preservation of Existence. 

Subject to Article Eight, 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 the rights (charter and statutory) and franchises of the Company; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company, and that the loss thereof is not disadvantageous in any material respect to the Holders. 

Section 1006. Company Statement as to Compliance. 

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate (which need not
comply with Section 102), stating as to each signer, that 
 (1) a review of the activities of the Company during such
year and of performance under this Indenture has been made under his or her supervision; and 
 (2) to the best of his or her
knowledge, based on such review, (a) the Company has fulfilled all its obligations under and complied with all covenants and conditions contained in this Indenture throughout such year, or, if there has been a default in the fulfillment of any
such covenant, condition or obligation, specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an
Event of Default under Section 501, or, if such an event has occurred and is continuing, specifying each such event known to him or her and the nature and status thereof. 

  
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 At least one of the Person’s signing such Officers’ Certificate shall be the Company’s principal
executive officer, principal financial officer or principal accounting officer. 
 Section 1007. Calculation of Original Issue
Discount. 
 The Company shall file with the Trustee promptly after the end of each calendar year (i) a written notice specifying the
amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities, if any, as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to time. 
 Section 1008. Limitations on Liens. 

Unless, pursuant to Section 301, this Section shall not be applicable with respect to the Securities of such series, the Company shall
not, while any of the Subject Securities remain Outstanding, create, or suffer to be created or to exist, any Lien upon any Principal Property of the Company or upon any shares of stock of any Material Subsidiary of the Company, whether such
Principal Property is, or shares of stock are, now owned or hereafter acquired, to secure any indebtedness for borrowed money of the Company, unless it shall make effective provision whereby the Subject Securities then Outstanding shall be secured
by such Lien equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section 1008 shall be construed to prevent the
Company from creating, or from suffering to be created or to exist, any Liens, or any agreements, with respect to: 
 (1)
purchase money mortgages, or other purchase money liens, pledges, security interests or encumbrances of any kind upon property hereafter acquired by the Company, or Liens of any kind existing on any property or any shares of stock or other
securities at the time of the acquisition thereof (including Liens which exist on any property or any shares of stock or other securities of a Person which is consolidated with or merged with or into the Company or which transfers or leases all or
substantially all of its properties to the Company), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired; provided, however, that
no such Lien shall extend to or cover any other property of the Company; or 
 (2) Liens upon any property of the Company or
any shares of stock or other securities of any Material Subsidiary of the Company existing as of the date of the initial issuance of the Subject Securities or upon the shares of stock or other securities of any legal entity, which Liens existed at
the time such entity became a Material Subsidiary of the Company; liens for taxes or assessments or other governmental charges or levies; pledges to secure other governmental charges or levies; pledges or deposits to secure obligations under
worker’s compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits to secure performance in connection with bids,


  
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tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; pledges or deposits to secure public or statutory obligations of the Company;
builders’, materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other like liens in the ordinary course of business, or deposits to obtain the release of
such liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or
resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; liens incurred in connection with the issuance of bankers’ acceptances and lines of credit, bankers’ liens or rights
of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; liens incurred in connection
with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; liens
securing industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of the
Company, including any Securities; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title
thereto, which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; or 

(3) Liens in favor of the United States, any foreign country or any department, agency or instrumentality or political
subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such mortgages, including, without limitation, mortgages to secure indebtedness of the pollution control or industrial revenue bond type; or 

(4) indebtedness which may be issued by the Company in connection with a consolidation or merger of the Company or any Material
Subsidiary of the Company with or into any other Person (which may be an Affiliate of the Company or any Material Subsidiary of the Company) in exchange for or otherwise in substitution for secured indebtedness of such Person (“Third Party
Debt”) which by its terms (i) is secured by a mortgage on all or a portion of the property of such Person, (ii) prohibits secured indebtedness from being incurred by such Person, unless the Third Party Debt shall be secured equally
and ratably with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such Person; or 

(5) indebtedness of any Person which is required to be assumed by the Company in connection with a consolidation or merger of
such Person, with respect to which any property of the Company is subjected to a Lien; or 

  
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 (6) Liens of any kind upon any property acquired, constructed, developed or
improved by the Company (whether alone or in association with others) after the date of initial issuance of the Subject Securities which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of property
constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the
purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Company other than theretofore unimproved real property; or 

(7) Liens in favor of the Company, one or more Material Subsidiaries of the Company, one or more wholly-owned Subsidiaries of
the Company or any of the foregoing in combination; or 
 (8) the replacement, extension or renewal (or successive
replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to above in clauses (1) through (7) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of
indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is
limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or 

(9) any other Lien not excepted by the foregoing clauses (1) through (8); provided that immediately after the creation or
assumption of such Lien, the aggregate principal amount of indebtedness for borrowed money of the Company secured by all Liens created or assumed under the provisions of this clause (9) shall not exceed an amount equal to 10% of the common
shareholders’ equity of the Company, as shown on its consolidated balance sheet for the accounting period occurring immediately prior to the creation or assumption of such Lien. 

“Subject Securities” means Securities other than Securities to which the covenant in this Section 1008 is not applicable
pursuant to Section 301. 

  
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 ARTICLE XI 

REDEMPTION OF SECURITIES 

Section 1101. Applicability of Article. 

Redemption of Outstanding Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall
be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 

Section 1102. Election to Redeem; Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Company Resolution. In case of any redemption at
the election of the Company of less than all of the Securities of any series, the Company shall, at least 10 Business Days prior to the date the notice of redemption is to be sent (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed and, in the event that the Company shall determine that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the Company shall notify the Trustee in writing of such Equivalent Terms. In the case
of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. 

Section 1103. Selection by Trustee of Securities to be Redeemed. 

If less than all of the Securities of any series are to be redeemed (unless all of the Securities of any series with Equivalent Terms are to be
redeemed) or if less than all of the Securities of any series with Equivalent Terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series or from the Outstanding Securities of such series with Equivalent Terms, as the case may be, not previously called for redemption, by lot or pro rata, or in the case of Global Securities, in accordance with the procedures
and rules of the Depositary; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Registered Security of such series not redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto. 
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) 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 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. 

  
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 Unless otherwise specified in or pursuant to this Indenture or the Securities of any series, if
any Security selected for partial redemption is converted or exchanged for Equity Securities or other securities in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted or
exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection. 
 The Trustee shall not be liable for selections made by it in accordance with this
Section 1103. 
 Section 1104. Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 106, not less than 20 nor more than 60 days prior to the Redemption
Date unless in accordance with a satisfaction and discharge pursuant to Section 401 to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities
designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. Any notice that is mailed to the Holder
of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. 

All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof, 

(3) if less than all Outstanding Securities of any series are to be redeemed (unless all of the Securities of any series with
Equivalent Terms are to be redeemed), the identification (and, in the case of partial redemption, the principal amount) of the particular Security or Securities to be redeemed, 

(4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and
after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 

(5) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof
to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date, 
 (6) the place or
places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto, 

  
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 (7) that the redemption is for a sinking fund, if such is the case, 

(8) in the case of Securities of any series that are convertible or exchangeable into Equity Securities or other securities,
the conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and 
 (9) the CUSIP number or the Euroclear or the Cedel reference numbers of such
Securities, if any (or any other numbers used by a U.S. Depositary or Depositary to identify such Securities). 
 A notice of redemption
published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed. 
 Unless otherwise
specified with respect to any Securities in accordance with Section 301, with respect to any redemption of Securities at the election of the Company, unless, upon the giving of notice of such redemption, defeasance shall have been effected with
respect to such Securities pursuant to Section 402, such notice may state that such redemption shall be conditional upon the receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior to the date fixed for such redemption,
of money sufficient to pay the principal of and any premium and interest on such Securities and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such
Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption was not required to be made, and the Trustee or Paying Agent(s) for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such
Securities which had been surrendered for payment upon such redemption. 
 Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, on Company Request, in accordance with Section 1102 hereof, by the Trustee in the name and at the expense of the Company. 

The Company shall give the Trustee written notice of the amount of any Redemption Price that is subject to calculation, promptly after the
calculation thereof and the Trustee shall be entitled to conclusively rely on the same. 
 Section 1105. Deposit of Redemption Price.

 On or prior to 10:00 a.m. local time in the Place of Payment on any Redemption Date, the Company shall deposit, with respect to the
Securities of any series called for redemption pursuant to Section 1104, 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 1003) an amount of
money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 for or in the Securities of such series) any
accrued interest on and Additional Amounts with respect thereto, all such Securities or portions thereof which are to be redeemed on that date. 

  
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 Section 1106. 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, subject to the fourth paragraph of Section 1104, 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 any accrued interest and Additional Amounts to the Redemption Date;
provided, however, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities 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 Regular Record Dates therefor according to their terms and the provisions of Section 307. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 1107. Securities Redeemed in
Part. 
 Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (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 Registered Security or Securities of the same series, containing identical terms and provisions, 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. If a Security in global form is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the U.S. Depositary or other Depositary for such Security (or the custodian with respect to such Depositary) in global form as shall be specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. 

ARTICLE XII 
 SINKING FUNDS 

Section 1201. 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
permitted or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture. 

  
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 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 such 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 reduction as provided in Section 1202. 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 and this Indenture. 
 Section 1202. Satisfaction of
Sinking Fund Payments with Securities. 
 The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the
Securities of any series to be made pursuant to the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received and credited 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 sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities of any series in lieu of cash
payments pursuant to this Section 1202, the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such series for
redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the Company. 
 Section 1203. Redemption of Securities for
Sinking Fund. 
 Not less than 75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory 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 of Securities of that series pursuant to Section 1202, the basis for such credit, that such Securities have not been previously so credited and the optional amount,
if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officers’ Certificate shall specify an optional amount
to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 45 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 1103 and cause notice of the redemption thereof to be given in 

  
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the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107. 
 ARTICLE XIII 

REPAYMENT AT THE OPTION OF HOLDERS 

Section 1301. Applicability of Article. 

Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms
of such Securities and (except as otherwise specified by the terms of such series established pursuant to Section 301) in accordance with this Article. 

Section 1302. Repayment of Securities. 

Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will 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 1003) an amount of money sufficient to pay the principal
(or, if so provided by the terms of the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof, as the case may
be, to be repaid on such date. 
 Section 1303. Exercise of Option. 

Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form
on such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 180 days nor later than 60 days prior to the Repayment Date (1) the Security so providing for such repayment together with the “Option to Elect Repayment” form
duly completed by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a facsimile transmission or a letter from a member of a national securities exchange, or FINRA, or a commercial bank or trust company in the
United States setting forth the name of the Holder of Security, the principal amount of the Security, the amount of the Security to be repaid, the certificate number or a description of the tenor and terms of the Security, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together with the duly completed form entitled “Option to Elect Repayment,” will be received by the Trustee not later than the fifth
Business Day after the date of such facsimile transmission or letter; provided, however, that such facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee by such fifth Business
Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal 

  
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amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to
the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part
if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 

Section 1304. When Securities Presented for Repayment Become Due and Payable. 

If the Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities so to be repaid shall cease to bear interest. Upon surrender of any such Security for repayment in
accordance with such provisions, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided that, installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 
 If the principal
amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date
at the rate of interest set forth in such Security. 

  
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 Section 1305. Securities Repaid in Part. 

Upon surrender of any Registered Security which is to be repaid in part only (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 Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing), the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, Stated Maturity and original issue date of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 

Section 1306. Compliance with Exchange Act. 

In connection with any repayment of Securities pursuant to this Article, the Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act, if required, and will file Schedule 13E-4 or any other
schedule, if required. 
 ARTICLE XIV 

SECURITIES IN FOREIGN CURRENCIES 

Section 1401. Applicability of Article. 

Whenever this Indenture provides for any distribution to Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, in the absence of any provision to the contrary in or pursuant to this Indenture or the Securities of such series, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated
for any such distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such distribution (or, if
there shall be no applicable record date, such other date reasonably proximate to the date of such distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.

 ARTICLE XV 
 MEETINGS OF
HOLDERS OF SECURITIES 
 Section 1501. Purposes for Which Meetings may be Called. 

A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of such series. 

  
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 Section 1502. Call, Notice and Place of Meetings. 

(1) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be
held at such time and at such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

(2) In case at any time the Company (by or pursuant to a Company Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever shall be required pursuant to Section 106)
or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough
of Manhattan, The City of New York, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in clause (1) of this Section. 

Section 1503. Persons Entitled to Vote at Meetings. 

To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its
counsel. 
 Section 1504. Quorum; Action. 

The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of at least 66-2/3% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(1), except that
such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be 

  
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reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which
shall constitute a quorum. 
 Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited
by the proviso to Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of at least 66-2/3% in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 66-2/3% in
principal amount of the Outstanding Securities of that series; and provided, further, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series. 

Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series, whether or not such Holders were present or represented at the meeting. 

Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. 

(1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
 (2) The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of
the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting. 

  
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 (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one
vote for each minimum denomination of principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 

(4) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 

Section 1506. Counting Votes and Recording Action of Meetings. 

The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes
cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

ARTICLE XVI 
 IMMUNITY OF
INCORPORATORS, SHAREHOLDERS, 
 OFFICERS AND DIRECTORS 

Section 1601. Indenture and Securities Solely Corporate Obligations. 

No recourse for the payment of the principal of or any premium or interest on any Security, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be
had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor entity, either directly or through the Company or any successor entity, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Securities. 

*    *    *    *    * 

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

			
	DOMINION RESOURCES, INC.
		
	By:		 /s/ G. Scott Hetzer

	Name:		G. Scott Hetzer
	Title:		Senior Vice President and Treasurer
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	
		
	By:		 /s/ Carol Ng

	Name:		Carol Ng
	Title:		Vice President
		
	By:		 /s/ Anthony D’Amato

	Name:		Anthony D’Amato
	Title:		Associate



  
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