Indenture


 Exhibit 4.1 

 
  
 SUSQUEHANNA BANCSHARES, INC. 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 Trustee 
 INDENTURE 

Dated as of August 13, 2012 
 Senior Debt Securities 
  

 






 Susquehanna Bancshares, Inc. 

Certain Sections of this Indenture relating to 
 Sections 3.10 through 3.18, inclusive, of the 
 Trust Indenture Act of 1939:

  

			
	 Trust Indenture
 Act Section
	  	 Indenture Section

	    § 310(a)(1)	  	6.09
	             (a)(2)	  	6.09
	             (a)(3)	  	Not Applicable
	             (a)(4)	  	Not Applicable
	             (a)(5)	  	6.09
	             (b)	  	6.07
		  	6.09
	             (c)	  	Not Applicable
	    § 311(a)	  	6.10
	             (b)	  	6.10
	             (c)	  	Not Applicable
	    § 312(a)	  	7.01
		  	7.02
	             (b)	  	7.02
	             (c)	  	7.02
	    § 313(a)	  	7.03
	             (b)	  	7.03
	             (c)	  	7.03
	             (d)	  	7.03
	    § 314(a)	  	7.04
	             (a)(4)	  	1.01
		  	10.05
	             (b)	  	Not Applicable
	             (c)(1)	  	1.02
	             (c)(2)	  	1.02
	             (c)(3)	  	Not Applicable
	             (d)	  	Not Applicable
	             (e)	  	1.02
	    § 315(a)	  	6.01
	             (b)	  	6.05
	             (c)	  	6.01
	             (d)	  	6.01
	             (e)	  	5.14
	    § 316(a)	  	1.01
	             (a)(1)(A)	  	5.02
		  	5.12
		  	5.13
	             (a)(1)(B)	  	5.13
	             (a)(2)	  	Not Applicable








			
	             (b)	  	5.08
	             (c)	  	1.05
	    § 317(a)(1)	  	5.03
	             (a)(2)	  	5.04
	             (b)	  	10.03
	    § 318(a)	  	1.08

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







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I        DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
	  	 	1	  
			
	 Section 1.01
	 	 Definitions
	  	 	1	  
			
	 Section 1.02
	 	 Compliance Certificates and Opinions
	  	 	8	  
			
	 Section 1.03
	 	 Form of Documents Delivered to Trustee
	  	 	9	  
			
	 Section 1.04
	 	 No Adverse Interpretation of Other Agreements
	  	 	9	  
			
	 Section 1.05
	 	 Acts of Holders; Record Dates
	  	 	9	  
			
	 Section 1.06
	 	 Notices, Etc., to Trustee, Company
	  	 	11	  
			
	 Section 1.07
	 	 Notice to Holders; Waiver
	  	 	11	  
			
	 Section 1.08
	 	 Conflict with Trust Indenture Act
	  	 	12	  
			
	 Section 1.09
	 	 Effect of Headings and Table of Contents
	  	 	12	  
			
	 Section 1.10
	 	 Successors and Assigns
	  	 	12	  
			
	 Section 1.11
	 	 Separability Clause
	  	 	12	  
			
	 Section 1.12
	 	 Benefits of Indenture
	  	 	13	  
			
	 Section 1.13
	 	 Governing Law
	  	 	13	  
			
	 Section 1.14
	 	 Legal Holidays
	  	 	13	  
			
	 Section 1.15
	 	 Waiver of Jury Trial
	  	 	13	  
			
	 Section 1.16
	 	 Force Majeure
	  	 	13	  
		
	 ARTICLE II       SECURITY FORMS
	  	 	13	  
			
	 Section 2.01
	 	 Forms Generally
	  	 	13	  
			
	 Section 2.02
	 	 Form of Face of Security
	  	 	14	  
			
	 Section 2.03
	 	 Form of Reverse of Security
	  	 	16	  
			
	 Section 2.04
	 	 Form of Legend for Global Securities
	  	 	21	  
			
	 Section 2.05
	 	 Form of Trustee’s Certificate of Authentication
	  	 	21	  
		
	 ARTICLE III      THE SECURITIES
	  	 	22	  
			
	 Section 3.01
	 	 Amount Unlimited; Issuable in Series
	  	 	22	  
			
	 Section 3.02
	 	 Denominations
	  	 	24	  
			
	 Section 3.03
	 	 Execution, Authentication, Delivery and Dating
	  	 	24	  
			
	 Section 3.04
	 	 Temporary Securities
	  	 	26	  
			
	 Section 3.05
	 	 Registration, Registration of Transfer and Exchange
	  	 	26	  


  
 i 








 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 3.06
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	28	  
			
	 Section 3.07
	 	 Payment of Interest; Interest Rights Preserved
	  	 	28	  
			
	 Section 3.08
	 	 Persons Deemed Owners
	  	 	30	  
			
	 Section 3.09
	 	 Cancellation
	  	 	30	  
			
	 Section 3.10
	 	 Computation of Interest
	  	 	30	  
			
	 Section 3.11
	 	 CUSIP Numbers
	  	 	30	  
		
	 ARTICLE IV        SATISFACTION AND DISCHARGE
	  	 	31	  
			
	 Section 4.01
	 	 Satisfaction and Discharge of Indenture
	  	 	31	  
			
	 Section 4.02
	 	 Application of Trust Money
	  	 	32	  
		
	 ARTICLE V          REMEDIES
	  	 	32	  
			
	 Section 5.01
	 	 Events of Default
	  	 	32	  
			
	 Section 5.02
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	33	  
			
	 Section 5.03
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	34	  
			
	 Section 5.04
	 	 Trustee May File Proofs of Claim
	  	 	35	  
			
	 Section 5.05
	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	35	  
			
	 Section 5.06
	 	 Application of Money Collected
	  	 	36	  
			
	 Section 5.07
	 	 Limitation on Suits
	  	 	36	  
			
	 Section 5.08
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert
	  	 	37	  
			
	 Section 5.09
	 	 Restoration of Rights and Remedies
	  	 	37	  
			
	 Section 5.10
	 	 Rights and Remedies Cumulative
	  	 	37	  
			
	 Section 5.11
	 	 Delay or Omission Not Waiver
	  	 	37	  
			
	 Section 5.12
	 	 Control by Holders
	  	 	37	  
			
	 Section 5.13
	 	 Waiver of Past Defaults
	  	 	38	  
			
	 Section 5.14
	 	 Undertaking for Costs
	  	 	38	  
			
	 Section 5.15
	 	 Waiver of Usury, Stay or Extension Laws
	  	 	38	  
		
	 ARTICLE VI        THE TRUSTEE
	  	 	39	  
			
	 Section 6.01
	 	 Duties of Trustee
	  	 	39	  
			
	 Section 6.02
	 	 Rights of Trustee
	  	 	40	  
			
	 Section 6.03
	 	 Individual Rights of Trustee
	  	 	41	  


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 6.04
	 	 Trustee’s Disclaimer
	  	 	41	  
			
	 Section 6.05
	 	 Notice of Default
	  	 	41	  
			
	 Section 6.06
	 	 Compensation and Indemnity
	  	 	42	  
			
	 Section 6.07
	 	 Replacement of Trustee
	  	 	42	  
			
	 Section 6.08
	 	 Successor Trustee by Merger, Etc
	  	 	43	  
			
	 Section 6.09
	 	 Eligibility; Disqualification
	  	 	44	  
			
	 Section 6.10
	 	 Preferential Collection of Claims against Company
	  	 	44	  
		
	 ARTICLE VII        HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY
	  	 	44	  
			
	 Section 7.01
	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	44	  
			
	 Section 7.02
	 	 Preservation of Information; Communications to Holders
	  	 	45	  
			
	 Section 7.03
	 	 Reports by Trustee
	  	 	45	  
			
	 Section 7.04
	 	 Reports by Company
	  	 	45	  
		
	 ARTICLE VIII       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE
	  	 	46	  
			
	 Section 8.01
	 	 Company May Merge, Etc., Only on Certain Terms
	  	 	46	  
			
	 Section 8.02
	 	 Successor Corporation Substituted
	  	 	46	  
		
	 ARTICLE IX         SUPPLEMENTAL INDENTURES
	  	 	47	  
			
	 Section 9.01
	 	 Supplemental Indentures Without Consent of Holders
	  	 	47	  
			
	 Section 9.02
	 	 Supplemental Indentures with Consent of Holders
	  	 	48	  
			
	 Section 9.03
	 	 Execution of Supplemental Indentures
	  	 	49	  
			
	 Section 9.04
	 	 Effect of Supplemental Indentures
	  	 	49	  
			
	 Section 9.05
	 	 Conformity with Trust Indenture Act
	  	 	49	  
			
	 Section 9.06
	 	 Reference in Securities to Supplemental Indentures
	  	 	49	  
		
	 ARTICLE X           COVENANTS
	  	 	50	  
			
	 Section 10.01
	 	 Payment of Securities
	  	 	50	  
			
	 Section 10.02
	 	 Maintenance of Office or Agency
	  	 	50	  
			
	 Section 10.03
	 	 Money for Securities Payments to Be Held in Trust
	  	 	50	  
			
	 Section 10.04
	 	 Corporate Existence
	  	 	51	  
			
	 Section 10.05
	 	 Compliance Certificate; Notice of Default
	  	 	52	  
		
	 ARTICLE XI         REDEMPTION OF SECURITIES
	  	 	52	  


  
 iii









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 11.01
	 	 Applicability of Article
	  	 	52	  
			
	 Section 11.02
	 	 Election to Redeem; Notice to Trustee
	  	 	52	  
			
	 Section 11.03
	 	 Selection by Trustee of Securities to Be Redeemed
	  	 	52	  
			
	 Section 11.04
	 	 Notice of Redemption
	  	 	53	  
			
	 Section 11.05
	 	 Deposit of Redemption Price
	  	 	54	  
			
	 Section 11.06
	 	 Securities Payable on Redemption Date
	  	 	54	  
		
	 ARTICLE XII         SINKING FUNDS
	  	 	55	  
			
	 Section 12.01
	 	 Applicability of Article
	  	 	55	  
			
	 Section 12.02
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	55	  
			
	 Section 12.03
	 	 Redemption of Securities for Sinking Fund
	  	 	55	  
		
	 ARTICLE XIII        DEFEASANCE AND COVENANT DEFEASANCE
	  	 	56	  
			
	 Section 13.01
	 	 Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	56	  
			
	 Section 13.02
	 	 Defeasance and Discharge
	  	 	56	  
			
	 Section 13.03
	 	 Covenant Defeasance
	  	 	56	  
			
	 Section 13.04
	 	 Conditions to Defeasance or Covenant Defeasance
	  	 	57	  
			
	 Section 13.05
	 	 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions
	  	 	58	  
			
	 Section 13.06
	 	 Reinstatement
	  	 	59	  
		
	 ARTICLE XIV        CONVERSION OF SECURITIES
	  	 	59	  
			
	 Section 14.01
	 	 Applicability; Conversion Privilege and Conversion Price
	  	 	59	  
			
	 Section 14.02
	 	 Exercise of Conversion Privilege
	  	 	60	  
			
	 Section 14.03
	 	 Fractions of Shares
	  	 	60	  
			
	 Section 14.04
	 	 Adjustment of Conversion Price
	  	 	61	  
			
	 Section 14.05
	 	 Notice of Adjustments of Conversion Price
	  	 	64	  
			
	 Section 14.06
	 	 Notice of Certain Corporate Action
	  	 	65	  
			
	 Section 14.07
	 	 Company to Reserve Common Stock
	  	 	65	  
			
	 Section 14.08
	 	 Taxes on Conversions
	  	 	65	  
			
	 Section 14.09
	 	 Covenant as to Common Stock
	  	 	66	  
			
	 Section 14.10
	 	 Cancellation of Converted Securities
	  	 	66	  
			
	 Section 14.11
	 	 Provisions in Case of Consolidation, Merger or Sale of Assets
	  	 	66	  


  
 iv 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 14.12
	 	 Responsibility of Trustee
	  	 	66	  


  
 v 







 INDENTURE, dated as of August 13, 2012, between Susquehanna Bancshares, Inc., a
corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”), having its principal office at 26 North Cedar Street, Lititz, Pennsylvania 17543, and The Bank of New York Mellon
Trust Company, N.A., as trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 
 All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 

Section 1.01 Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with United States generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of such computation; 
 (4) the words
“Article” and “Section” refer to an Article and Section, respectively, of this Indenture; 






 (5) the words “herein”, “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (6) certain terms used principally in Articles VI, X, and XIII, are defined in those Articles. 
 “Act”, when used with respect to any Holder, has the meaning specified in Section 1.05. 
 “Add On Securities” has the meaning specified in Section 3.01. 

“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. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for the relief of debtors. 

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close. 
 “Capital Lease Obligation” means, at any
time any determination thereof is made, the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on the balance sheet in accordance with generally accepted accounting principles. 

“Commission” means the U.S. Securities and Exchange Commission, from time to time constituted, created under the Exchange Act
or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 

“Common Stock” includes any stock of any class of the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 3.01(20) and (21) and
Section 14.11, shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this instrument or shares of any class or classes resulting from any reclassification or
reclassifications thereof and which 

  
 2 







 
have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to
redemption by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. 
 “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” or
“Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Operating Officer or a Vice President, and
by its Chief Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
 “Constituent Person” has the meaning specified in Section 14.11. 

“Conversion Agent” means the transfer agent for the Company’s Common Stock, which as of the date hereof is American Stock
Transfer & Trust Company, or such other Person as the Company may name from time to time. 
 “Corporate Trust
Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office as of the date hereof is located at The Bank of New York Mellon Trust Company, N.A., 525 William
Penn Place, 38th Floor, Pittsburgh, PA 15259, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal 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” means a corporation, association, company, joint-stock company or business trust. 
 “Covenant Defeasance” has the meaning specified in Section 13.03. 

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

 “Defaulted Interest” has the meaning specified in Section 3.07. 

“Defeasance” has the meaning specified in Section 13.02. 

“Defeasible Series” has the meaning specified in Section 13.01. 

  
 3 







 “Depositary” means, with respect to Securities of any series issuable in whole or
in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01. 

“Event of Default” has the meaning specified in Section 5.01. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto.

 “GAAP” means generally accepted accounting principles in the United States set forth in the statements and
pronouncements of the Financial Accounting Standards Board, and, to the extent not superseded thereby, the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants or in such other
statements by such other entity as have been adopted by a significant segment of the accounting profession. 
 “Global
Security” means a Security that evidences all or part of the Securities of any series and is authenticated and delivered to, and registered in the name of, the Depositary for such Securities or a nominee thereof. 

“Guarantee” or “guarantee” by any Person means any obligation, contingent or otherwise, of such Person guaranteeing
any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the
holder of such Indebtedness of the payment of such Indebtedness, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness (and “Guaranteed”, “Guaranteeing” and “Guarantor” shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements by such Person for
collection or deposit, in either case, in the ordinary course of business. 
 “Hedging Obligations” means, with
respect to any Person, the Obligations of such Person under interest rate swap agreements, interest rate cap agreements, and interest rate collar agreements, and other agreements or arrangements designed to protect such Person against fluctuations
in interest rates. 
 “Holder” means a Person in whose name a Security is registered in the Security Register.

 “Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in
respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, and all deferrals, renewals, extensions and refundings of obligations of any of the foregoing, if
and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability 

  
 4 







 
upon a balance sheet of such Person prepared in accordance with GAAP, and also includes, to the extent not otherwise included, the Guarantee of any indebtedness of such Person or any other
Person. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, 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. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.01.

 “Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only at
Maturity, means interest payable at Maturity. 
 “Interest Payment Date” shall be defined by the terms of the Security
established in accordance with Section 3.01. 
 “Maturity”, when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Notice of Default” means a written notice of the kind specified in Section 6.05. 

“Obligations” means any principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness. 
 “Officer’s Certificate” means a
certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Accounting Officer, a Vice President, the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 
 “Opinion of
Counsel” means a written opinion acceptable to the Trustee of counsel, who may be counsel for the Company. 

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 
 (1) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation; 

  
 5 







 (2) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if
such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and 
 (4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be
due and payable as of the date of such determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security denominated in one or more foreign currencies or currency units
shall be the U.S. dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent on the date of original issuance of such Security of the amount determined as provided in Clause (A) above) of such Security, and (C) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

 “Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any
Securities on behalf of the Company. 
 “Person” means any individual, corporation, partnership, joint venture,
limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are
payable, as specified pursuant to Section 3.01. 

  
 6 







 “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Prospectus” means a Prospectus of the Company relating to the offering from time to time of the Securities. 
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to Article XI of this Indenture. 
 “Regular Record Date” for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. 

“Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant vice president, any
assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers 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. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Securities Act” means the U.S. Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder. 
 “Security Register” and
“Security Registrar” have the respective meanings specified in Section 3.05. 
 “Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” of the Company within the meaning of clauses (1) and (2) of Rule 1-02(w) under Regulation S-X promulgated by the Commission. 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.07. 
 “Stated Maturity”, when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

  
 7 







 “Subsidiary” means a corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting
power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
 “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the U.S. Trust Indenture
Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the U.S. Trust Indenture Act of 1939 as so amended. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean each Trustee with respect to Securities of that series. 
 “U.S. Government Obligations” has the meaning specified in Section 13.04. 
 Section 1.02 Compliance Certificates and Opinions. 
 Upon any
application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required hereunder or under the Trust Indenture Act,
together with an Officer’s Certificate stating that all conditions precedent 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 have been complied with. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 
 Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 10.05) shall include 

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

  
 8 







 (4) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with. 
 Section 1.03 Form of Documents Delivered to Trustee. 

In any case where several matters are required to be certified to 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 a certificate or opinion of, or representations by, counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or any Subsidiary of the Company, unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Section 1.04 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 1.05 Acts of Holders; Record Dates. 
 Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

 The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual 

  
 9 







 
signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee
deems sufficient. 
 The ownership of Securities shall be proved by the Security Register. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Security. 
 The Company may, in the circumstances
permitted by the Trust Indenture Act, set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by Holders of Securities of such series. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders after such record date. With regard to any action that may be given or taken
hereunder only by Holders of a requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date
after which no such action purported to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on
such record date (or their duly appointed agents). On or prior to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions at its option, extend such date to any later date. Nothing in this paragraph shall
prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any such expiration date, any action identical to, or, at any time, contrary to or different from, the action or purported action to which such expiration date
relates, in which event the Company may set a new record date in respect thereof pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any action taken at any time by the Holders (or their duly appointed
agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is so taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record date for, and the provisions
of this paragraph shall not apply with respect to, any notice, declaration, request or direction referred to in the next paragraph. 
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding 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 5.02, if an Event of Default with respect to Securities of such series has occurred and is continuing and the Trustee shall not have given such a declaration to the Company,
(iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect to 

  
 10 








 
Securities of such series. Promptly after any record date is set pursuant to this paragraph, the Trustee shall notify the Company and the Holders of Outstanding Series of such series of any such
record date so fixed and the proposed action. The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that, unless such notice, declaration, request or direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such notice, declaration, request or direction shall automatically and without any action by any
Person be cancelled and of no further effect. Nothing in this paragraph shall be construed to prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a notice, declaration, request or
direction contrary to or different from, or, after the expiration of such period, identical to, the notice, declaration, request or direction to which such record date relates, in which event the Trustee may set a new record date in respect thereof
pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any notice, declaration, request or direction of the type referred to in this paragraph given at any time to the Trustee and the Company by Holders (or
their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such notice, declaration, request or direction is so given. 

Without limiting the foregoing, a Holder entitled hereunder to give or 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 different part of such principal amount.

 Section 1.06 Notices, Etc., to Trustee, Company. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing (via facsimile or first class mail, postage prepaid) to or with the Trustee at its Corporate Trust Office, or 

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the
Trustee by the Company. 
 Section 1.07 Notice to Holders; Waiver. Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than 

  
 11 








 
the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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 the acknowledgement of receipt of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 Section 1.08
Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be. Wherever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in and made a part of this Indenture. 
 The following Trust Indenture Act terms used in this Indenture have the following meanings: 
 “commission” means the Commission; 
 “indenture securities”
means the Securities; 
 “indenture security holder” means a Holder; 

“indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor on the indenture securities” means the Company and any other obligor on the Securities. 
 All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, referenced to another statute or defined by any Commission Rule and not otherwise defined herein
have the meanings defined to them thereby. 
 Section 1.09 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 1.10 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 1.11 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
 12 








 Section 1.12 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 1.13 Governing Law. This Indenture and the Securities shall be governed by and construed in accordance with the law
of the State of New York, but without regard to principles of conflicts of laws. 
 Section 1.14 Legal Holidays. In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert his Securities shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any)
or conversion of the Securities need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, or on such last day for conversion, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 

Section 1.15 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 NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

Section 1.16 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

ARTICLE II 

SECURITY FORMS 
 Section 2.01 Forms Generally. 
 The Securities of each series shall be
in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed 

  
 13 








 
thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities. 
 Section 2.02 Form of Face of Security. 

[Insert any legend required by the U.S. Internal Revenue Code and the regulations thereunder.] 

SUSQUEHANNA BANCSHARES, INC. 
  

			
	 No.             
	 	$        

 Susquehanna Bancshares, Inc., a Pennsylvania corporation (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                                        , 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, semi-annually on
                     and                      in
each year, commencing                      at the rate of     % per annum, until the principal hereof is paid or made available
for payment [if applicable, insert — , and at the rate of     % per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the                      or
                     (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]. 

  
 14 








 [If the Security is not to bear interest prior to Maturity, insert — The
principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal of this Security shall bear interest at the
rate of     % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear interest at the rate of     % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.] 
 Payment of the principal of (and premium, if any) and
[if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in [        ] , in 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 under its corporate seal. 
 Dated: 

 

			
	SUSQUEHANNA BANCSHARES, INC.
		
	By:	 	  

		 	Name:
		 	Title:


 Attest: 
  

	
	  



  
 15 








 Section 2.03 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 August 13, 2012 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., 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 [if applicable, insert —,
limited in aggregate principal amount to $        ]. 
 [If applicable, insert
— Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled, at his option, at any time on or before the close of business on
                    , or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof
until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the 10th calendar day before the Redemption Date, to convert this Security (or any portion of the principal amount
hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company
at a conversion price per share of Common Stock equal to $         per each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by
surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in                     ,
accompanied by written notice to the Company that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made
during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called
for redemption on a Redemption Date within such period), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this
Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon
or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in
the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of
the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might have been


  
 16 








 
converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).] 
 [If applicable, insert — The Securities of this
series are subject to redemption upon not less than 30 days’ notice delivered, [if applicable, insert —
(1)                      on in any year commencing with the year 20   and ending with the year 20   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 30 days’ notice
delivered, (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, 
  

					
	 Year
	 	Redemption Price
for
Redemption Through
Operation of the Sinking Fund	 	Redemption Price
for
Redemption
Otherwise Than 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.] 

  
 17 








 [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 [if applicable, insert — and Securities surrendered for conversion] 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 the Security is subject to conversion of any kind, insert — In
the event of conversion of this Security in part only, a new Security or Securities of this series and of like tenor for the unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 

[If applicable, insert — The Indenture contains provisions for defeasance at any time of [(l) the entire indebtedness of this
Security or (2)] certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] 

[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.] 

[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 and overdue interest all of the Company’s obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.] 

  
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 The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, 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 herein [Insert, if applicable — or for enforcement of the right to
convert this Security as provided in the Indenture]. 
 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 or to convert this Security as provided in the Indenture. 
 As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, 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. 

  
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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 and of like tenor 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 or the Security Registrar 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 which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
 [If applicable, insert — 
 [FORM OF CONVERSION NOTICE] 
  

	To:	SUSQUEHANNA BANCSHARES, INC. 


The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common Stock of Susquehanna Bancshares, Inc., in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable
upon the conversion, together with any check in payment for fractional shares and any Securities, representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest
accompanies this Security. 
 Dated: 
  

					
	Fill in for registration of shares of Common Stock and Securities if to be issued otherwise than to the registered holder.	 		 	Principal Amount to be converted (in an integral multiple of $1,000, if less than all):
			
	  
	 		 	$
			
	Name	 		 	
			
	  
	 		 	


  
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	Address	 		 	
			
	  
	 		 	  

		 		 	Signature
	(Please print name and address, including zip code number)	 		 	
			
	SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER	 		 	[SIGNATURE GUARANTEED required only if Common Stock and Securities are to be issued and delivered to other than registered holder]
	[                             
                                         
                                	 		 	                             
                                         
                                ]

 Section 2.04 Form of Legend for Global Securities. 

Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated
and delivered hereunder shall bear a legend in substantially the following form: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER
THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN
LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 

Section 2.05 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be
in substantially the following form: 
 This is one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture. 
  

			
	The Bank of New York Mellon Trust Company, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  




  
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 ARTICLE III 
 THE SECURITIES 
 Section 3.01 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. There shall be established in or pursuant to a Board
Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

 (1) the title of the Securities of the series; 
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 3.04, 3.05, 3.06 or 9.06 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder); 
 (3) 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; 
 (4) the date or dates on which the principal of the Securities of the series is payable; 
 (5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; 
 (6) the place or places
where the principal of and any premium and interest on Securities of the series shall be payable; 
 (7) the period or periods
within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and the applicability, nonapplicability or variation of Article XI with
respect to the Securities of such series; 
 (8) the obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation; 

  
 22 








 (9) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable; 
 (10) the currency, currencies or currency units in which
payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of “Outstanding” in Section 1.01; 
 (11) if the amount of
payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; 

(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or
a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; 

(13) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered
and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; 

(14) any addition to or change in the Events of Default set forth in Section 5.01 which applies to Securities of the series;

 (15) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 
 (16) any addition to or
change in the covenants set forth in Article X which applies to Securities of the series; 
 (17) the applicability,
nonapplicability, or variation of Article XII with respect to the Securities of such Series; 
 (18) if applicable, that the
Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into Common Stock as provided in Article XIV or convertible into
or exchangeable for any other securities pursuant to Section 3.01(20) shall be subject to Defeasance pursuant to Section 13.02; 

  
 23 








 (19) the terms and conditions, if any, pursuant to which the Securities are convertible
into Common Stock of the Company pursuant to Article XIV, and any variation thereof; 
 (20) the terms and conditions, if any,
pursuant to which the Securities are convertible into or exchangeable for any other securities; and 
 (21) any other terms of
the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). 
 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and, subject to
Section 3.03, set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. 
 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. 
 The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue
pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities: 

(A) may have a different issue date from such series of Outstanding Securities; 

(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of
Outstanding Securities; and 
 (C) may have terms specified in such Board Resolution for such Add On Securities making
appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any
Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee. 

Section 3.02 Denominations. The Securities of each series shall be issuable only in registered form without coupons in such
denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof. 
 Section 3.03 Execution, Authentication, Delivery and Dating. The Securities shall
be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, one of its Vice Chairmen or one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or
facsimile. 

  
 24 








 Securities bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of
such Securities. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any Series executed by the Company, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, 

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this Indenture; 
 (2) if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and 

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
 If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Notwithstanding the
provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to
Section 3.01 or the Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued. 
 Each Security shall be dated the date of its
authentication. 

  
 25 








 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder. 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 3.09, 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 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. 
 If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount. 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 and tenor. 
 Section 3.05 Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that 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 Securities of the same series, of any authorized denominations and of a like tenor and aggregate
principal amount. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same
series, of any authorized denominations and of a like tenor and aggregate 

  
 26 








 
principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 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 entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration
of transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or
Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04 or 9.06 not involving any transfer. 
 The Company shall not be required (1) to issue, register the
transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and
ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

 The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 

(1) Each 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) Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as
contemplated by Section 3.01, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for
such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Security and the Company has not
appointed a successor within 90 days of receipt of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) the Company so directs the Trustee by Company Order or
(D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. 

  
 27 








 (3) Subject to Clause (2) above and to such applicable provisions, if any, as may be
specified as contemplated by Section 3.01, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such
names as the Depositary for such Global Security shall direct. 
 (4) 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 3.04, 3.06 or 9.06 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. 
 Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

In case any such mutilated, destroyed, lost or 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) in connection therewith.

 Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any
destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, 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 that series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities. 
 Section 3.07 Payment of Interest; Interest Rights Preserved. Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 

  
 28 








 Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
 (1) The Company
may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this 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 delivered electronically or mailed,
first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so delivered or mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
 (2) The Company
may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
 Subject to the provisions of Section 14.02, in the case of any Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date,


  
 29 








 
interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid
or duly provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. 
 Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

Section 3.09 Cancellation. All Securities surrendered for payment, redemption, registration of transfer or 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 shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner. 

Section 3.10 Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for Securities of
any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 

Section 3.11 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption 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 and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any changes in the “CUSIP” numbers. 

  
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 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 Section 4.01 Satisfaction and
Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either 
 (A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities not theretofore delivered to the Trustee for cancellation; 
  

	 	(i)	have become due and payable, or 

  

	 	(ii)	will become due and payable at their Stated Maturity within one year, or 

  

	 	(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company, 

 and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.06, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02,
shall survive such satisfaction and discharge. 

  
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 Section 4.02 Application of Trust Money. All money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to
Section 4.01 (and held by it or any Paying Agent) for payment of Securities of a series that is convertible in accordance with Article XIV and that are subsequently converted, shall be returned to the Company. 

ARTICLE V 

REMEDIES 

Section 5.01 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): 
 (1) a default in any payment of interest on any Security of that
series when due and payable and such default continues for 30 days; 
 (2) a default in the payment of principal of any
Security in that series when due and payable at its Stated Maturity, upon optional redemption, upon required redemption or repurchase, upon declaration of acceleration or otherwise; 

(3) a default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; 

(4) (i) a default in the observance or performance of Article VIII or (ii) a default in the observance or performance of any other
covenant or agreement contained in this Indenture (other than (a) those addressed in (1), (2) or (3) above or (b) any covenant or warranty a default in whose performance or whose breach has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series) which default under this clause (ii) continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of that series; 
 (5) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company, or the acceleration of
the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company of notice of any such acceleration) if the aggregate principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated (in each case with respect to which the 30-day period described above has elapsed), aggregates
$50 million or more at any time; 

  
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 (6) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law: 
 (A) commences a voluntary case; 
 (B) consents to the entry of an order for relief against it in an involuntary case; 
 (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; or takes any comparable action under any foreign laws relating to insolvency; or 

(E) takes any corporate action to authorize or effect any of the foregoing; or 

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

(A) that is for relief against the Company or any Significant Subsidiary in an involuntary case; 

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

(C) orders the winding up or liquidation of the Company or any Significant Subsidiary; 

and such order or decree remains unstayed and in effect for 60 days. 
 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or
the lapse of time or both would become, an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. 
 Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.01(6) or 5.01(7) with respect to the
Company) and with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) and unpaid interest of all of the
Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such 

  
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principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.01(6) or 5.01(7) with respect to the Company with respect to
Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) and unpaid interest shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. 

At any time after such a declaration of acceleration with respect to Securities of any series has been made 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 a majority in principal amount of the Outstanding Securities of that 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 sufficient to pay 
 (A) all overdue interest on all Securities of that series, 

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor 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 

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 
 No such
rescission or annulment shall affect any subsequent default or impair any right consequent thereon. 
 Section 5.03
Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 
 (1) default is made
in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any


  
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premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel. 
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and
as trustee for an express trust, may institute a judicial proceeding for the collection of the sum so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or other obligor upon the
Securities of that series 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 the Securities of that series, 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 necessary to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 Section 5.04 Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), or any of the property or creditors of the
Company (or any other obligor upon the Securities), the Trustee shall be entitled and empowered, 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 to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.06. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; 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 5.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in 

  
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its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
 Section 5.06 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 or interest, 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 under Section 6.06; 

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of
which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and

 THIRD: To the Company. 
 Section 5.07 Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless 
 (1) such Holder has previously given written
notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee reasonable indemnity 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 that 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 to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders. 

  
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 Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and
Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to
Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to convert such Security in accordance with Article XIV and to institute suit for
the enforcement of any such payment and right to convert, and such rights shall not be impaired without the consent of such Holder. 
 Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise
any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 5.12 Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, 

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 

(3) subject to the provisions of Section 6.01, 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, and the Trustee shall have received a legal opinion stating, that the proceedings so directed would involve the Trustee in personal liability. 

  
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 Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the principal of or any premium or interest on any Security of such series, or 

(2) in respect of a covenant or provision hereof which under Article IX 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 5.14 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall apply to any suit instituted by the Trustee, to any suit instituted by any Holders of the Securities, or group of
Holders of the Securities, holding in the aggregate more than 10% of principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of the Outstanding Securities for the enforcement of the payment of principal
of or any premium or interest on any Outstanding Securities held by such Holder, on or after the respective Stated Maturities expressed in such Outstanding Securities, and provided, further, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security in
accordance with Article XIV. 
 Section 5.15 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, 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 (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 ARTICLE VI 
 THE TRUSTEE 
 The Trustee hereby accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein expressed. 
 Section 6.01 Duties of Trustee.

 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. 

(b) Except during the continuance of an Event of Default: 
 (1) The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants or obligations shall be implied in or read into this Indenture. 

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates and opinions specifically required by any provision hereof to be
furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) Notwithstanding anything to the contrary contained herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that: 
 (1) This paragraph does not limit the effect of paragraph (b) of this Section 6.01. 

(2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts. 
 (3) The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12. 
 (d) No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

  
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 (e) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (d) and (f) of this Section 6.01 and to the provisions of the Trust Indenture Act. 

(f) The Trustee shall not be liable for interest on any assets received by it, except as the Trustee may agree in writing with the
Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. 

Section 6.02 Rights of Trustee. 
 Subject to Section 6.01: 
 (a) The Trustee may rely conclusively on any
document (whether in its original, electronic or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in any document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 
 (c)
The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or independent contractors and the Trustee will not be responsible for any misconduct or negligence on
the part of any agent, attorney or independent contractor appointed with due care by it hereunder. 
 (d) 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. 

(e) 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, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the
time outstanding, 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 the books, records and premises of the Company, personally or by agent or attorney. 
 (f) The Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. 
 (g) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon. 

  
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 (h) The Trustee shall not be deemed to have notice of any 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. 
 (i) 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. 

(j) In no event shall the Trustee be responsible or liable for special, indirect, 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. 

(k) 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. 
 Section 6.03 Individual Rights of
Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or
Security Registrar may do the same with like rights. However, the Trustee must comply with Sections 6.09 and 6.10. 

Section 6.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication, or the use or application of any funds received by a Paying Agent other than the Trustee. The Trustee
shall not be charged with knowledge of any Event of Default under Sections 5.01(4), (5) (6) or (7) or of the identity of any Significant Subsidiary unless either (a) a Responsible Officer shall have actual knowledge thereof or
(b) the Trustee shall have received written notice thereof in accordance with Section 1.06 hereof from the Company or any Holder. 
 Section 6.05 Notice of Default. If an Event of Default with respect to Securities of any series occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to each
Holder of Securities of such series notice of the uncured Event of Default (hereinafter called a “Notice of Default”) within 90 days after such Event of Default becomes known to a Responsible Officer. Except in the case of an Event of
Default in payment of principal (or premium, if any) of, or interest on, any Security (including payments pursuant to the mandatory redemption provisions of such security, if any), the Trustee may withhold the notice if and so long as a committee of
Responsible Officers in good faith determines that withholding the notice is in the interest of the Holders of Securities of such series. 

  
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 Section 6.06 Compensation and Indemnity. The Company shall pay to the Trustee
from time to time such compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses made by it, including costs of collection, in addition to compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents, accountants, experts and counsel. 
 The Company shall indemnify the
Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including
the costs and expense of enforcing this Indenture against the Company (including this Section 6.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other person) or liability in connection with the
exercise or performance of any of its rights, powers or duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to
notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company may, subject to the approval of the Trustee, defend the claim, and the Trustee shall provide reasonable cooperation at the Company’s expense in
the defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense and,
in the Trustee’s reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not pay for any written settlement made without its prior written consent, which
consent will not be unreasonably delayed, conditioned or withheld. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence
as fully and finally determined by a court of competent jurisdiction. 
 To secure the Company’s payment obligations in
this Section 6.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 

The Company’s payment obligations pursuant to this Section 6.06 shall survive the satisfaction or discharge of this Indenture,
any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of an Event of Default specified in Section 5.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 

Section 6.07 Replacement of Trustee. The Trustee may resign at any time with respect to the Securities of one or more series
by so notifying the Company in writing. The Holder or 

  
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Holders of a majority in principal amount of the Outstanding Securities of a series may remove the Trustee with respect to Securities of such series by so notifying the Company and the Trustee in
writing and may appoint a successor trustee with respect to Securities of such series with the Company’s consent. The Company may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 6.09; 
 (2) the Trustee is
adjudged bankrupt or insolvent; 
 (3) a receiver, custodian, or other public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 

With respect to the Securities of one or more series, if the Trustee resigns, is removed by the Company or by the Holders of a majority
in principal amount of the Outstanding Securities of that series and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee, with respect to Securities of that or those series. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture with respect to such series of Securities. The successor Trustee shall mail a notice of its succession to each Holder of Securities of that or
those series. The retiring Trustee shall, upon payment of its charges, promptly transfer all property held by it as Trustee with respect to such series of Securities to the successor Trustee, subject to the lien provided for in Section 6.06.

 If a successor Trustee with respect to a series of Securities does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holder or Holders of at least 10% in principal amount of the Outstanding Securities of that series may petition at the expense of the Company any court
of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 
 If the Trustee fails to
comply with Section 6.09, unless the Trustee’s duty to resign is stayed as provided in Trust Indenture Act Section 310(b), any Holder who has been a bona fide holder of Securities of a series for at least six months may petition any
court of competent jurisdiction for the removal of the Trustee with respect to such series and the appointment of a successor Trustee with respect to such series. 
 Notwithstanding replacement of the Trustee pursuant to this Section 6.07, the Company’s obligations under Section 6.06 shall continue for the benefit of the retiring Trustee. 

Section 6.08 Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee. 

  
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 In case at the time such successor or successors by merger, conversion or consolidation to
the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and
deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name
of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

Section 6.09 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Trust Indenture Act
Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with
Trust Indenture Act Section 310(b), subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Trust Indenture Act Section 310(b); provided, however, that there shall be excluded from the operation of
Trust Indenture Act Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in
Trust Indenture Act Section 310(b)(1) are met. 
 Section 6.10 Preferential Collection of Claims against
Company. The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture
Act Section 311(a) to the extent indicated. 
 ARTICLE VII 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. 
 The Company will furnish or cause to be furnished to the Trustee: 
 (1)
semi-annually, not more than 15 days after each Regular Record Date, a list for each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the Regular
Record Date, 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; 

  
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 excluding from any such list names and addresses received by the Trustee in its capacity as Security
Registrar. 
 Section 7.02 Preservation of Information; Communications to Holders. The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
 The rights of the 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 nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

 Section 7.03 Reports by Trustee. As promptly as practicable but not later than 60 days after each May 15
beginning with the May 15 following the date of this Indenture, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. 
 The Company will notify the Trustee, in writing, when any Securities are listed
on any stock exchange or delisted therefrom. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, if any, as set forth in the
notification from the Company, with the Commission and with the Company. 
 Section 7.04 Reports by Company. The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days
after the same is filed with the Commission. 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 Officer’s Certificates). 

  
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 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 8.01
Company May Merge, Etc., Only on Certain Terms. 
 The Company may not, in a single transaction or a series of related
transactions: 
 (1) consolidate or merge with or into any other Person or permit any other Person to consolidate or merge with
or into the Company, or 
 (2) directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of
its assets. 
 (3) Notwithstanding clauses (1) and (2) of this Section 8.01, the Company may take any actions
set forth in such clauses if: 
 (A) the Company is the surviving company, or in a transaction in which the Company does not
survive or in which the Company sells, leases or otherwise disposes of all or substantially all of its assets, the successor entity to the Company (i) is organized under the laws of the United States or any State thereof or the District of
Columbia, and (ii) shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under the Securities and this Indenture;

 (B) immediately before and after giving effect to such transaction, no Event of Default shall have occurred and be
continuing; and 
 (C) the Company and the successor Person have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such consolidation, merger, conveyance, lease, sale, disposition or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with. 
 Section 8.02 Successor Corporation Substituted. Upon any consolidation or
merger or any transfer or other disposition of assets in accordance with Section 8.01, the surviving Person formed by such consolidation or into which the Company is merged or the successor Person to which such 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 Person had been named as the Company herein; provided that in the case of a lease of all or substantially
all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Securities. When a surviving or successor Person duly assumes all of the obligations of the Company pursuant hereto and
pursuant to the Securities, except in the circumstances described in the provision to the preceding sentence, the predecessor shall be relieved of the performance and observance of all obligations and covenants of this Indenture and the Securities,
including but not limited to the obligation to make payment of the principal of (and premium, if any) and interest on all the Securities then outstanding, and the Company may thereupon or any time thereafter be liquidated and dissolved. 

  
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 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 9.01 Supplemental Indentures
Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; 
 (2) to add to
the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company; 
 (3) to add any
additional Events of Default; 
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 
 (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither
(i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) adversely affect the rights of the Holder of any such Security in any material
respect or (B) shall become effective only when there is no such Security Outstanding; 
 (6) to secure the Securities;

 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; 

(8) to comply with Section 8.01; 
 (9) to permit or facilitate the issuance of uncertificated Securities in addition to or in place of certificated Securities; 
 (10) 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 6.07; 

(11) to make provisions with respect to the conversion rights of Holders pursuant to the requirements of Article XIV; 

  
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 (12) to cure any ambiguity, 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 such action pursuant to this clause (12) shall not adversely affect the
interests of the Holders of Securities of any series in any material respect; 
 (13) to conform any provision of this
Indenture to the “Description of Debt Securities” contained in the Prospectus or any similar provision contained in any supplement to the Prospectus relating to an offering of debt securities under this Indenture; or 

(14) to comply with any requirements of the Trust Indenture Act of the requirements of the Commission in connection with maintaining the
qualification of this Indenture under the Trust Indenture Act. 
 Section 9.02 Supplemental Indentures with Consent of
Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security,

 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article XIV, or modify the provisions of
this Indenture with respect to the ranking of the Securities in a manner adverse to the Holders; 
 (2) reduce the percentage
in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; 
 (3) modify any of the
provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; 

  
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 (4) adversely affect any right of repayment or repurchase at the option of the Holder; or

 (5) reduce or postpone any sinking fund payment due hereunder. 
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Section 9.03
Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be
provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and the Trust Indenture Act and
that all conditions precedent in the Indenture to the execution of the supplemental indenture have been complied with. 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 9.04 Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
 Section 9.05 Conformity with
Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
 Section 9.06 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 such new Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such
series. 

  
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 ARTICLE X 
 COVENANTS 
 Section 10.01 Payment of Securities. The Company
covenants and agrees for the benefit of each series of Securities that it will pay the principal of and interest on the Securities of that series on the dates and in the manner provided in the Securities of that series and this Indenture. An
installment of principal, premium, if any, or interest on the Securities shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) holds for the benefit of the Holders, on
that date, immediately available funds deposited and designated for and sufficient to pay the installment. 
 The Company shall
pay interest on overdue principal and on overdue installments of interest at the rate specified in the Securities compounded semi-annually, to the extent lawful. 
 Section 10.02 Maintenance of Office or Agency. The Company shall maintain in the Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of any series that is convertible may be surrendered for conversion, and where notices and demands to
or upon the Company in respect of the Securities of that series 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. The Company hereby initially designates the Corporate Trust Office
as such office of the Company. 
 Section 10.03 Money for Securities Payments to Be Held in Trust. If the Company
shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of or any premium or interest on any 

  
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Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company will cause each Paying
Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

 (1) Hold all sums held by it for the payment of the principal of, premium, if any, or interest on Securities of such series
for the benefit of the Persons entitled thereto until such sum shall be paid to such Persons or otherwise disposed of as herein provided; 
 (2) Give the Trustee written notice of any default by the Company (or any other obligor upon the Securities of that series) and the making of any payment of principal, premium, if any, or interest; and

 (3) Any time during the continuance of such default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held by such paying agent. 
 The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in
a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 10.04 Corporate Existence. Subject to Article VIII, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence in accordance with its organizational documents and its rights (charter and statutory) and corporate franchises; provided, however, that the Company shall not be required to preserve
any right or franchise, if (a) the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and (b) the loss thereof is not disadvantageous in any
material respect to the Holders. 

  
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 Section 10.05 Compliance Certificate; Notice of Default. 

(1) The Company shall deliver to the Trustee annually an officer’s certificate complying with Section 314(a)(4) of the Trust
Indenture Act and stating that, as to each such officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if
such signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The officer’s certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current
fiscal year end date. 
 (2) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the
Trustee, within 30 days after becoming aware of any Event of Default with respect to such series under this Indenture, an Officer’s Certificate specifying such Event of Default and what action the Company is taking or propose to take with
respect thereto. The Trustee shall not be deemed to have knowledge of an Event of Default unless one of its Responsible Officers receives notice of the Event of Default from the Company or any of the Holders. 

ARTICLE XI 

REDEMPTION OF SECURITIES 
 Section 11.01 Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 

Section 11.02 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with
such restriction. 
 Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee may deem appropriate and which may provide for the selection for redemption of portions (equal to the


  
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minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted 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 promptly notify the Company in
writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of 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. 

Section 11.04 Notice of Redemption. Notice of redemption shall be delivered electronically or by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 

All notices of redemption shall state: 
 (1) the Redemption Date, 
 (2) the Redemption Price, 

(3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial
redemption of any Securities, the principal amount) of the particular Securities to be redeemed, 
 (4) that on the Redemption
Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 

(5) in the case of any Securities that are convertible pursuant to Article XIV, the conversion price or rate, the date on which the
right to convert the principal of the Securities to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion, 

  
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 (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price, 
 (7) that the redemption is for a sinking fund, if such is the case, and 

(8) applicable CUSIP Numbers. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the
Company and shall be irrevocable; provided, however, in the latter case, the Trustee shall be given at least 5 Business Days prior notice of the requested date of the giving of such notice. Notice of redemption of Securities to be redeemed at the
election of the Company received by the Trustee shall be given by the Trustee to each Paying Agent in the name of and at the expense of the Company. 
 Section 11.05 Deposit of Redemption Price. On or prior to 10:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date other than any Securities called for redemption on that date which have been converted prior to the date of such deposit. 

If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and
held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07) be paid to the Company upon Company
Request or, if then held by the Company, shall be discharged from such trust. 
 Section 11.06 Securities Payable on
Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any
premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

  
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 ARTICLE XII 
 SINKING FUNDS 
 Section 12.01 Applicability of Article. The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. 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. 
 Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and (2) may apply as a credit Securities of a series which have been converted pursuant to Article XIV or which have
been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited 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. 
 Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45 days prior to each
sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02, and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 11.06. 

  
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 ARTICLE XIII 
 DEFEASANCE AND COVENANT DEFEASANCE 
 Section 13.01 Company’s
Option to Effect Defeasance or Covenant Defeasance. The Company may elect, at its option by Board Resolution at any time, to have either Section 13.02 or Section 13.03 applied to the Outstanding Securities of any series designated
pursuant to Section 3.01 as being defeasible pursuant to this Article XIII (hereinafter called a “Defeasible Series”), upon compliance with the conditions set forth below in this Article XIII; provided that Section 13.02 shall
not apply to any series of Securities that is convertible into Common Stock as provided in Article XIV or convertible into or exchangeable for any other securities pursuant to Section 3.01(20). 

Section 13.02 Defeasance and Discharge. Upon the Company’s exercise of the option provided in Section 13.01 to have
this Section 13.02 applied to the Outstanding Securities of any Defeasible Series, the Company shall be deemed to have been discharged from its obligations, with respect to the Outstanding Securities of such series, as provided in this Section
on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”), and the Trustee shall deliver to the Company appropriate instruments of satisfaction, discharge and release. For this
purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such
series and this Indenture (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights
of Holders of Securities of such series to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of
such series when payments are due, (2) the Company’s obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series
notwithstanding the prior exercise of its option provided in Section 13.01 to have Section 13.03 applied to the Outstanding Securities of such series. 
 Section 13.03 Covenant Defeasance. Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.03 applied to the Outstanding Securities of any
Defeasible Series, (1) the Company shall be released from its obligations under Section 7.04 and Section 8.01 and Section 10.04, and (2) the occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to any
of Sections 8.01 and 10.04) and 5.01(5) shall be deemed not to be or result in an Event of Default (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that 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 specified Section (to the extent so specified in the case of Section 5.01(5)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby. 

  
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 Section 13.04 Conditions to Defeasance or Covenant Defeasance. The following
shall be the conditions to application of either Section 13.02 or Section 13.03 to the Outstanding Securities of any Defeasible Series: 
 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements contemplated by Section 6.08 and agrees to comply with
the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Outstanding Securities of
such series, (A) money in an amount, or (B) U.S. Government Obligations that 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, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities, in
accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of
which full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation specified in Clause (x) and held by such custodian for the account of the holder of such depositary receipt, or
with respect to any specific payment of principal of or interest on any such U.S. Government Obligation, 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
depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 

(2) In the case of an election under Section 13.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date first set forth hereinabove, there has been a change in the applicable Federal income tax law, in either
case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and
discharge were not to occur. 
 (3) In the case of an election under Section 13.03, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to the Securities of 

  
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such series and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

 (4) After giving pro forma effect to such Defeasance or Covenant Defeasance, no Event of Default or event that (after notice
or lapse of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 5.01(6) and (7), at any time on or prior to
the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 
 (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Securities of a series were in default
within the meaning of the Trust Indenture Act. 
 (6) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. 
 (7) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that any trust resulting from the deposit does not require registration under the U.S. Investment Company Act of
1940, as amended. 
 (8) No event or condition shall exist that, pursuant to the provisions of Article XIII, would prevent the
Company from making payments of the principal of (and any premium) or interest on the Securities of such series on the date of such deposit or at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until such 90th day shall have ended). 
 (9) The Company shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 

Section 13.05 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

 All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of the Securities of any Defeasible Series
shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other
funds except to the extent required by law. 

  
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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 U.S. Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of
Outstanding Securities. 
 Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with
respect to the Securities of such series. 
 Section 13.06 Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article XIII with respect to the Securities of any series by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to Securities of such series until such time as
the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect to Securities of such series in accordance with this Article XIII; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any Security of such series following the reinstatement of its obligations, the Company, as the case may be, shall be subrogated to the rights of the Holders of Securities of such series to receive such
payment from the money so held in trust. 
 ARTICLE XIV 

CONVERSION OF SECURITIES 
 Section 14.01 Applicability; Conversion Privilege and Conversion Price. Securities of any series which are convertible into Common Stock of the Company shall be convertible in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 
 Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the outstanding principal amount thereof which is $1,000 or an
integral multiple of $1,000 may, at the times specified for conversion as hereinafter provided, be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to
the nearest 1/10,000 of a share) of Common Stock of the Company at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the date specified for
Securities of such series. In case a Security or portion thereof is called for redemption at the election of the Company, such conversion right in respect of the Security or portion so called shall expire at the close of business on the 10th
calendar day before the Redemption Date, unless the Company defaults in making the payment due upon redemption. 

  
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 The price at which shares of Common Stock shall be delivered upon conversion (herein called
the “conversion price”) shall be the price specified in relation to Securities of such series pursuant to Section 3.01, as it shall be adjusted in certain instances as provided in this Article. The time or times at which Securities of
a series shall be convertible shall be as specified for such series pursuant to Section 3.01. 
 Section 14.02
Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the
Company maintained for that purpose pursuant to Section 10.02, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert
such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding
any Interest Payment Date to the close of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in
funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment
of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record Date notwithstanding the conversion of such Security after such Regular
Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in the preceding sentence and
subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued
upon conversion. 
 Securities shall be deemed to have been converted immediately prior to the close of business on the day of
surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable
upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a
certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 14.03. 

Section 14.03 Fractions of Shares. No fractional shares of Common Stock shall be issued upon conversion of Securities. If
more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities
(or specified portions thereof) so surrendered. Instead of any fractional share of 

  
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Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction
in an amount equal to the same fraction of the daily closing price per share of Common Stock (consistent with Section 14.04(6) below) at the close of business on the day of conversion. 

Section 14.04 Adjustment of Conversion Price. 
 (1) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the conversion price in effect at the opening of business on the
day following the date fixed for determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination, any dividend or distribution is not in fact paid, the conversion price shall be
immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the conversion price that would have been in effect if such determination date had not been fixed. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. 
 (2) In case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the
current market price per share (determined as provided in paragraph (6) of this Section) of the Common Stock on the date fixed for the determination of shareholders entitled to receive such rights, options or warrants (other than pursuant to a
dividend reinvestment plan), the conversion price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such conversion price by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of
shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for such
determination, any such rights, options or warrants are not in fact issued, or are not exercised prior to the expiration thereof, the conversion price shall be immediately readjusted, effective as of the date such rights, options or warrants expire,
or the date the Board of Directors determines not to issue any such rights, options or warrants, to the conversion price that would have been in effect if the unexercised rights, options or warrants had never been granted or such determination date
had not been fixed, as the case may be. For the purposes of 

  
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this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company. 

(3) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the conversion price
in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may
be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. 
 (4) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock or rights, options or warrants to
subscribe for or purchase shares of any class of capital stock (other than any rights, options or warrants that by their terms will also be issued to any Holder upon conversion of a Security of such series into shares of Common Stock without any
action required by the Company or any other Person) or other property (including cash or assets or securities, but excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section, (ii) any dividend or
distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section and (iv) any consideration distributed in any merger or consolidation to which Section 14.11 applies, the
conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive
such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (6) of this Section) of the Common Stock on the date fixed for such determination less the then fair market
value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one
share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of
shareholders entitled to receive such distribution. If, after any such date fixed for determination, any such distribution is not in fact made, the conversion price shall be immediately readjusted effective as of the date that the Board of Directors
determines not to make such distribution, to the conversion price that would have been in effect if such determination date had not been fixed. In the event the then fair market value (as so determined) of the portion of the evidences of
indebtedness, shares of any class of capital stock or other property so distributed is equal to or greater than the current market price per share of the Common Stock on such date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each Holder of a Security shall have the right to receive upon conversion the amount of such evidences of indebtedness, shares of any class of capital stock or other property such Holder would have received had such Holder converted
each Security on such date. 

  
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 (5) The reclassification of Common Stock into securities other than Common Stock (other
than any reclassification upon a consolidation or merger to which Section 14.11 applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of
such reclassification shall be deemed to be “the date fixed for the determination of shareholders entitled to receive such distribution” and “the date fixed for such determination” within the meaning of paragraph (4) of this
Section), and (b) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and
the effective date of such reclassification shall be deemed to be “the day upon which such subdivision becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon
which such subdivision or combination becomes effective” within the meaning of paragraph (3) of this Section). 
 (6)
For the purpose of any computation under paragraphs (2) and (4) of this Section, the current market price per share of Common Stock on any day shall be deemed to be the average of the daily closing prices for the five consecutive trading
days (i.e ., Business Days on which the Common Stock is traded) selected by the Board of Directors commencing not more than 20 trading days before, and ending not later than, the earlier of the day in question and the day before the “ex”
date with respect to the issuance or distribution requiring such computation. For this purpose, the term “ex” date, when used with respect to any issuance or distribution, shall mean the first date on which the Common Stock trades regular
way on the applicable exchange or in the applicable market without the right to receive such issuance or distribution. The closing price for each day shall be the reported last sale price (or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices) on such date as reported in composite transactions for the principal national securities on which the Common Stock is then listed or admitted to trading or, if the Common Stock is not listed
or admitted to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors
for that purpose or in the absence of any such quotations, as determined by the Board of Directors in good faith. 
 (7) The
Company may make such reductions in the conversion price, in addition to those required by paragraphs (1), (2), (3) and (4) of this Section, as it considers to be advisable in order to avoid or diminish any income tax to any holders of
shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reasons. The Company shall
have the power to resolve any ambiguity or correct any error pursuant to this section and its actions in so doing shall be final and conclusive. 
 (8) The Company may make such decreases to the conversion price, for the remaining term of the securities of a series that is convertible or any shorter term, in addition to those required by paragraphs
(1), (2), (3), and (4) of this section as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants
to purchase or subscribe for stock or from any event treated as such for income tax purposes. 

  
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 (9) No adjustment in the conversion price shall be required unless such adjustment would
require an increase or decrease of at least one percent in such conversion price; provided, however, that any adjustment which by reason of this paragraph (9) is not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/10,000 of a share, as the case may be. 
 (10) To the extent permitted by applicable law, the Company from time to time may decrease the conversion price by any amount for any period of time of at least twenty (20) days, the decrease being
irrevocable during such period, provided the Board of Directors shall have made a determination that such decrease would be in the best interests of the Company, which determination shall be conclusive. Whenever the conversion price is decreased
pursuant to the preceding sentence, the Company shall prepare a certificate signed by the Treasurer or other appropriate officer of the Company stating the decreased conversion price and the period during which it will be in effect, and such
certificate shall be filed with the Trustee and with the Conversion Agent at such office or agency maintained for the purpose of conversion of securities pursuant to Section 10.02 at least fifteen (15) days prior to the date the decreased
conversion price takes effect. 
 (11) There shall be no adjustment to the conversion price upon the issuance of rights under a
rights agreement hereafter adopted prior to such rights being separated from the Common Stock. If Holders of the Securities of a series that is convertible exercise the right of conversion prior to the rights trading separately from the Common
Stock, such Holders shall receive rights in addition to the Common Stock upon conversion of such Securities. If Holders of the Securities of a series that is convertible exercise the right of conversion after the date the rights issued under the
Company’s rights agreement separate from the underlying Common Stock, such Holders shall be entitled to receive the rights that would otherwise be attributable to the shares of Common Stock received upon conversion and the Conversion Rate, in
such case, will be adjusted as though such rights were being distributed to holders of Common Stock on the date of such separation. If such an adjustment is made and such rights are later redeemed, invalidated or terminated, then a corresponding
reversing adjustment will be made to the Conversion Rate on an equitable basis. 
 Section 14.05 Notice of Adjustments
of Conversion Price. 
 Whenever the conversion price is adjusted as herein provided: 

(1) the Company shall compute the adjusted conversion price in accordance with Section 14.04 and shall prepare a certificate signed
by the Treasurer or other appropriate officer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee
and with the Conversion Agent at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02; and 
 (2) a notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall be required, and as soon as practicable after it is required, such notice shall be
delivered electronically or mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register. 

  
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 Section 14.06 Notice of Certain Corporate Action. 

In case: 
 (1)
the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash; or 
 (2)
the Company shall authorize the granting to all holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than pursuant to a rights agreement referenced in
Section 14.04(11)); or 
 (3) of any reclassification of the Common Stock of the Company (other than a subdivision or
combination of its outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or
substantially all of the assets of the Company; or 
 (4) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company; 
 then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 10.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the
proceedings described in clauses (1) through (4) of this Section 14.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. 

Section 14.07 Company to Reserve Common Stock. The Company shall at all times reserve and keep available out of its
authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock then issuable upon the conversion of all Outstanding Securities. 

Section 14.08 Taxes on Conversions. The Company will pay any and all taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which 

  
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may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid. 

Section 14.09 Covenant as to Common Stock. The Company covenants that all shares of Common Stock which may be issued upon
conversion of Securities will upon issue be fully paid and nonassessable and, except as provided in Section 14.08, the Company will pay all taxes, liens and charges with respect to the issue thereof. 

Section 14.10 Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee
to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09. 

Section 14.11 Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company
with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such
Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or
with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of
election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section
the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing
shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. 

Section 14.12 Responsibility of Trustee. Neither the Trustee nor any Conversion Agent shall at any time be under any duty or
responsibility to any Holder of Securities to determine 

  
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whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor
any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other
securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIV. 

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. 
 (Signature Page to Follow) 

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

			
	SUSQUEHANNA BANCSHARES, INC.
		
	By:	 	 /s/ Drew K. Hostetter

	Name:	 	Drew K. Hostetter
	Title:	 	Executive Vice President and Chief Financial Officer
	
	Trustee:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee
		
	By:	 	 /s/ R. Tarnas

	Name:	 	R. Tarnas
	Title:	 	Vice President