Exhibit 4.1


 


 


FIFTEENTH SUPPLEMENTAL
INDENTURE


 


FROM


 


WISCONSIN PUBLIC
SERVICE CORPORATION


 


TO


 


U.S. BANK tRUST
COMPANY, NATIONAL ASSOCIATION

(SUCCESSOR TO FIRSTAR BANK, MILWAUKEE, N.A., NATIONAL ASSOCIATION)


 


TRUSTEE


 





 



 


Dated as of November 10, 2022


 


SUPPLEMENTAL TO
INDENTURE

Dated as of December 1, 1998


 


Senior Debt Securities


 


 






     


     


    

 





This FIFTEENTH SUPPLEMENTAL INDENTURE is made as
of the 10th day of November, 2022, by and between WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized and existing under
the laws of the State of Wisconsin (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor to Firstar
Bank Milwaukee, N.A., National Association), a national banking association duly organized and existing under the laws of the United States,
as trustee (the “Trustee”).


 


RECITALS OF THE
COMPANY:


 


WITNESSETH: that


 


The Company has heretofore executed and delivered
its Indenture (hereinafter referred to as the “Indenture”), made as of December 1, 1998; and


 


Section 3.01 of the Indenture provides that Securities
may be issued from time to time in series pursuant to a supplemental indenture specifying the terms of each series of Securities; and


 


The Company desires to establish a series of Securities
to be designated Senior Notes, 5.35% Series Due November 10, 2025 (the “Securities of the Series Due 2025”); and


 


Section 10.01 of the Indenture provides that the
Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the form or terms
of Securities of any series and adding to the covenants of the Company; and


 


The execution and delivery of this Fifteenth Supplemental
Indenture (herein, this “Supplemental Indenture”) has been duly authorized by a Board Resolution;


 


NOW, THEREFORE, this Supplemental Indenture


 






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WITNESSETH, that, in order to set forth the terms
and conditions upon which Securities of the Series Due 2025 are, and are to be, authenticated, issued and delivered, and in consideration
of the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental Indenture, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from
time to time of such Securities as follows:


 


Article
I

RELATION TO INDENTURE; DEFINITIONS


 


SECTION 1.1


 


This Supplemental Indenture constitutes an integral
part of the Indenture.


 


SECTION 1.2


 


For all purposes of this Supplemental Indenture:


 


(a)  
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture;


 


(b)  
All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of
this Supplemental Indenture; and


 


(c)  
The terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder,” and
 “herewith” refer to this Supplemental Indenture.


 


Article
II

THE SECURITIES


 


There is hereby established a series of Securities
pursuant to Section 3.01 of the Indenture as follows:


 


(a)  
The title of the Securities of the series hereby established is “Senior Notes, 5.35% Series Due November 10, 2025.”


 


(b)  
The aggregate principal amount of the Securities of the Series Due 2025 which may be authenticated and delivered under the Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities
of such series pursuant to Sections 2.05, 3.04, 3.05, 3.06, 10.06 or 12.07) shall initially be limited to Three Hundred Million Dollars
($300,000,000), subject to the right of the Company to reopen the Securities of the Series Due 2025 for the issuance of additional Securities
of the Series Due 2025 on the terms and subject to the conditions specified below.


 


(c)  
The Company shall have the right to reopen the Securities of the Series Due 2025 for the issuance of additional Securities of such
series (“Additional Securities of the Series Due 2025”). The issuance of any Additional Securities of the Series Due 2025
shall constitute a further issuance of, and will be consolidated with, the Securities of the Series Due 2025, so as to form a single series.
The Additional Securities of the Series Due 2025 shall have the same terms hereinafter recited, except for the issue date, the public
offering price and, if applicable, the initial interest payment date. Where appropriate, references to the Securities of the Series Due
2025 in this Supplemental Indenture shall be deemed to include the Additional Securities of the Series Due 2025.


 






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(d)  
 The Securities of the Series Due 2025 are to be issued in permanent global form without coupons. The beneficial owners of interests
in such permanent Global Security or Securities may not exchange such interests for Securities of such series other than in the manner
provided in Section 2.05 of the Indenture. The Depositary for the Securities of the Series Due 2025 shall be The Depository Trust Company.


 


(e)  
The Stated Maturity of the Securities of the Series Due 2025 is November 10, 2025.


 


(f)   
The Securities of the Series Due 2025 shall bear interest at the rate of 5.35% per annum, and such interest shall accrue from November
10, 2022 (or from the most recent Interest Payment Date to which interest on the Securities of the Series Due 2025 has been paid or provided
for). The Interest Payment Dates for the Securities of the Series Due 2025 shall be May 10 and November 10 in each year commencing May
10, 2023, or if not a Business Day, the next succeeding Business Day (and without any interest or other payment in respect of any such
delay) and the Regular Record Date for the interest payable on any Interest Payment Date shall be the April 25 or October 26 (whether
or not such day is a Business Day) immediately preceding such Interest Payment Date. Interest shall be computed on the basis of a 360
day year consisting of twelve 30-day months.


 


(g)  
Principal of and interest on the Securities of the Series Due 2025 shall be payable in U.S. Dollars at the Corporate Trust Office
of the Trustee in St. Paul, Minnesota.


 


(h)  
Prior to October 10, 2025 (the “Par Call Date”), the Company may redeem the Securities of the Series Due 2025 at the
Company’s option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of:


 


(i) (a) the sum of the present values of
the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Securities of the Series
Due 2025 mature on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate as hereinafter defined, plus 15 basis points less (b) interest accrued to but not including, the Redemption Date; and


 


(ii) 100% of the principal amount of the
Securities of the Series Due 2025 to be redeemed,


 


Plus, in either case, accrued and unpaid interest
thereon to, but not including, the Redemption Date.


 


On or after the Par Call Date, the Company may redeem
the Securities of the Series Due 2025, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of
the principal amount of the Securities of the Series Due 2025 being redeemed plus accrued and unpaid interest thereon to, but not including,
the Redemption Date.


 






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Such Redemption Date shall be set forth in an Officer’s
Certificate delivered to the Trustee on or before the Redemption Date and upon which the Trustee may conclusively rely.


 


For purposes of this paragraph (h):


 


“Treasury Rate” means, with respect to
any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted each Business Day by the Board
of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for
the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors
of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any
successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1)
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the Redemption Date.


 


If on the third Business Day preceding the
Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to
the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption
Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one
with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date
preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or
more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of
the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury
Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m.,
New York City time, of such United States Treasury security, and rounded to three decimal places.


 






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The Company’s actions and determinations in
determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.


 


(i)    
The Company will send notice 10 days, but not more than 45 days, before the Redemption Date to each holder of Notes to be redeemed.


 


(j)    
The Securities of the Series Due 2025 shall not be subject to any sinking fund and shall not be redeemable at the option of the
Holders thereof.


 


(k)   
The Securities of the Series Due 2025 shall initially be issued in whole in the form of one or more Global Securities. If individual
securities of the Series Due 2025 are issued under the conditions specified in Section 2.05 of the Indenture, individual certificates
will be issued in denominations of $1,000 or any integral multiple thereof.


 


Such Securities of the Series Due 2025 and Additional
Securities of the Series Due 2025, if any, shall be initially authenticated and delivered from time to time upon delivery to the Trustee
of the documents required by Section 3.01 of the Indenture and the form of Securities for the Securities of the Series Due 2025 and Additional
Securities of the Series Due 2025, if any, substantially in the form of Security attached hereto as Appendix I, which is incorporated
herein by reference.


 


Article
III

MISCELLANEOUS


 


SECTION 3.1 


 


The Trustee has accepted the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for
or with respect of any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company,
or for or with respect to (a) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (b)
the proper authorization hereof by the Company by corporate action or otherwise, and (c) the due execution hereof by the Company.


 


SECTION 3.2 


 


This Supplemental Indenture shall be construed in
connection with and as a part of the Indenture.


 






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SECTION 3.3 


 





(a)  
 If any provision of this Supplemental Indenture conflicts with another provision of the Indenture required to be included in indentures
qualified under the Trust Indenture Act of 1939, as amended (as enacted prior to the date of this Supplemental Indenture), by any of the
provisions of Sections 310 to 317, inclusive, of said act, such required provision shall control.


 


(b)  
In case any one or more of the provisions contained in this Supplemental Indenture or in the Securities issued hereunder should
be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby.


 


SECTION 3.4 


 


Whenever in this Supplemental Indenture either of
the parties hereto is named or referred to, such name or reference shall be deemed to include the successors or assigns of such party,
and all the covenants and agreements contained in this Supplemental Indenture by or on behalf of the Company or by or on behalf of the
Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.


 


SECTION 3.5 


 


(a)  
This Supplemental Indenture may be simultaneously executed in several counterparts, and all such counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.


 


(b)  
The descriptive headings of the several Articles of this Supplemental Indenture were formulated, used and inserted in this Supplemental
Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.


 






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IN WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION
has caused this Supplemental Indenture to be executed by its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President,
or any other officer selected by the Board of Directors, and its corporate seal to be hereunto affixed, duly attested by its Secretary
or an Assistant Secretary, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee as aforesaid, has caused this Supplemental Indenture
to be executed by one of its authorized signatories, as of November 10, 2022.


 


	 	WISCONSIN PUBLIC SERVICE CORPORATION
	 	 
	[SEAL]	 
	 	 
	 	By:	 /s/ Anthony Reese
	 	 	Anthony Reese
	 	 	Vice President and Treasurer
	 	 
	ATTEST:	 
	 	 
	By:	/s/ Margaret C. Kelsey	 	 
	 	Margaret C. Kelsey	 
	 	Executive Vice President, General Counsel and Corporate Secretary	 
	 	 
	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
	 	 
	 	By:	 /s/ Steven F. Posto
	 	 	Steven F. Posto
	 	 	Vice President




 


[ Signature Page to Closing Document No. 4(f) - Fifteenth Supplemental Indenture ]






 






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APPENDIX I


 


$___________


 


CUSIP: No. 976843 BP6 / US976843BP69


 


THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN
THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.*


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.*


 





 



* To be included so long as Security
is a Global Security.


 






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WISCONSIN PUBLIC SERVICE CORPORATION

Senior Note, 5.35% Series Due November 10, 2025


 


WISCONSIN PUBLIC SERVICE CORPORATION, a corporation
duly organized and existing under the laws of Wisconsin (herein called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________, or registered assigns,
the principal sum of ____________________ on November 10, 2025 and to pay interest thereon from November 10, 2022 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 10 and November 10 in each year, commencing
May 10, 2023, or if not a Business Day, the next succeeding Business Day (and without any interest or other payment in respect of any
such delay) at the rate of 5.35% per annum, until the principal hereof is paid or made available for payment and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of 5.35% per annum on any overdue principal and premium and on any
overdue installment of interest. Interest shall be computed on the basis of a 360 day year consisting of twelve 30-day months. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the close of business on the April 25 or October 26 (whether or not such day is a Business Day)
immediately 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.


 


Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of the Trustee maintained for that purpose, in St. Paul, Minnesota,
in Dollars, provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available
funds into the account specified by the Depositary so long as this note is in the form of Global Security and otherwise 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 by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 






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IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.


 


	 	WISCONSIN PUBLIC SERVICE CORPORATION
	 	 
	 	By	                       
	 	 
	Attest:	 
	 	 
	 	[SEAL]




 






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Form of Trustee’s Certificate of Authentication.


 


Dated: November 10, 2022


 


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


 


	 	 
	 	As Trustee
	 	 
	 	By	                 
	 	Authorized Signatory




 


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 December 1, 1998 (herein called the “Indenture”), between the Company and a predecessor of U.S. Bank Trust Company,
National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited
in aggregate principal amount to Three Hundred Million Dollars ($300,000,000), subject to the right of the Company to reopen the Securities
of this series for the issuance of additional Securities of this series on the terms and subject to the conditions specified in the Fifteenth
Supplemental Indenture to the Indenture.


 


Prior to October 10, 2025 (the “Par Call Date”),
the Company may redeem the Securities at the Company’s option, in whole or in part, at any time and from time to time, at a Redemption
Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:


 


(i) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Securities mature on the Par Call
Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fifteenth
Supplemental Indenture to the Indenture), plus 15 basis points less (b) interest accrued to but not including, the Redemption Date; and


 


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


 


Plus, in either case, accrued and unpaid interest
thereon to, but not including, the Redemption Date.


 






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On or after the Par Call Date, the Company may redeem
the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of
the Securities being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.


 


In the event of redemption of this Security in part
only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.


 


If any Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest
on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable),
all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series
shall terminate.


 


This Security is subject to Defeasance as described
in the Indenture.


 


The Indenture may be modified by the Company and
the Trustee without consent of any Holder with respect to certain matters as described in the Indenture. In addition, the Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall bind such Holder and all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.


 


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


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest
on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same Stated Maturity and aggregate principal amount, will be issued
to the designated transferee or transferees.


 






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The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the Holder surrendering the same.


 


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


 


Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture imposes certain limitations on the
ability of the Company to, among other things, merge or consolidate with any other Person or sell, assign, transfer or lease all or substantially
all of its properties or assets. All such covenants and limitations are subject to a number of important qualifications and exceptions.
The Company must report periodically to the Trustee on compliance with the covenants in the Indenture.


 


A director, officer, employee or shareholder, as
such, of the Company shall not have any liability for any obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives and releases
all such liability. The waiver and release are part of the consideration for the issuance of this Security.


 


Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures (“CUSIP”), the Company has caused CUSIP numbers to be printed on the Securities
of this series as a convenience to the Holders of the Securities of this series. No representation is made as to the correctness or accuracy
of such numbers as printed on the Securities of this series and reliance may be placed only on the other identification numbers printed
hereon.


 


All capitalized terms used in this Security without
definition which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






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ASSIGNMENT FORM


 


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


 


	 
	(Insert assignee’s social security or tax I.D. number)
	 
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)




 


and irrevocably appoint ________________________________________________________
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


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



 


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




 


Social Security Number or Taxpayer Identification


Number:_______________________________________


 






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