Form of Indenture for the Unsecured Debt Securities



 Exhibit 4.12 
  

 LACLEDE GAS COMPANY 
 TO 
  

 TRUSTEE 
  

 INDENTURE 
 (FOR UNSECURED DEBT SECURITIES) 
 DATED AS OF             , 200__ 
  









					
	 	  	 	  	Page
	 PARTIES
	  	1
		
	 RECITAL OF THE COMPANY
	  	1
	
	ARTICLE ONE
	
	Definitions and Other Provisions of General Application
			
	 SECTION 101.
	  	 Definitions
	  	1
	 SECTION 102.
	  	 Compliance Certificates and Opinions
	  	6
	 SECTION 103.
	  	 Form of Documents Delivered to Trustee
	  	6
	 SECTION 104.
	  	 Acts of Holders
	  	7
	 SECTION 105.
	  	 Notices, Etc. to Trustee and Company
	  	8
	 SECTION 106.
	  	 Notice to Holders of Securities; Waivers
	  	8
	 SECTION 107.
	  	 Conflict With Trust Indenture Act
	  	9
	 SECTION 108.
	  	 Effect of Headings and Table of Contents
	  	9
	 SECTION 109.
	  	 Successors and Assigns
	  	9
	 SECTION 110.
	  	 Separability Clause
	  	9
	 SECTION 111.
	  	 Benefits of Indenture
	  	9
	 SECTION 112.
	  	 Governing Law
	  	9
	 SECTION 113.
	  	 Legal Holidays
	  	9
	
	ARTICLE TWO
	
	Security Forms
			
	 SECTION 201.
	  	 Forms Generally
	  	10
	 SECTION 202.
	  	 Form of Trustee’s Certificate of Authentication
	  	10
	
	ARTICLE THREE
	
	The Securities
			
	 SECTION 301.
	  	 Amount Unlimited; Issuable in Series
	  	10
	 SECTION 302.
	  	 Denominations
	  	13
	 SECTION 303.
	  	 Execution, Authentication, Delivery and Dating
	  	13
	 SECTION 304.
	  	 Temporary Securities
	  	15
	 SECTION 305.
	  	 Registration, Registration of Transfer and Exchange
	  	15
	 SECTION 306.
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	16
	 SECTION 307.
	  	 Payment of Interest; Interest Rights Preserved
	  	17
	 SECTION 308.
	  	 Persons Deemed Owners
	  	18
	 SECTION 309.
	  	 Cancellation by Security Registrar
	  	18
	 SECTION 310.
	  	 Computation of Interest
	  	18
	 SECTION 311.
	  	 Payment to Be in Proper Currency
	  	18
	 SECTION 312.
	  	 Extension of Interest Payment Periods
	  	18

  

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 ARTICLE FOUR 
 Redemption of Securities 
  

					
	 SECTION 401.
	  	 Applicability of Article
	  	19
	 SECTION 402.
	  	 Election to Redeem; Notice to Trustee
	  	19
	 SECTION 403.
	  	 Selection of Securities to Be Redeemed
	  	19
	 SECTION 404.
	  	 Notice of Redemption
	  	19
	 SECTION 405.
	  	 Securities Payable on Redemption Date
	  	20
	 SECTION 406.
	  	 Securities Redeemed in Part
	  	20
	
	ARTICLE FIVE
	
	Sinking Funds
			
	 SECTION 501.
	  	 Applicability of Article
	  	21
	 SECTION 502.
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	21
	 SECTION 503.
	  	 Redemption of Securities for Sinking Fund
	  	21
	
	ARTICLE SIX
	
	Covenants
			
	 SECTION 601.
	  	 Payment of Principal, Premium and Interest
	  	22
	 SECTION 602.
	  	 Maintenance of Office or Agency
	  	22
	 SECTION 603.
	  	 Money for Securities Payments to Be Held in Trust
	  	22
	 SECTION 604.
	  	 Corporate Existence
	  	23
	 SECTION 605.
	  	 Maintenance of Properties
	  	23
	 SECTION 606.
	  	 Annual Officer’s Certificate as to Compliance
	  	24
	 SECTION 607.
	  	 Waiver of Certain Covenants
	  	24
	
	ARTICLE SEVEN
	
	Satisfaction and Discharge
			
	 SECTION 701.
	  	 Satisfaction and Discharge of Securities
	  	24
	 SECTION 702.
	  	 Legal and Covenant Defeasance
	  	25
	 SECTION 703.
	  	 Application of Trust Money
	  	27
	
	ARTICLE EIGHT
	
	Events of Default; Remedies
			
	 SECTION 801.
	  	 Events of Default
	  	28
	 SECTION 802.
	  	 Acceleration of Maturity; Rescission and Annulment
	  	29
	 SECTION 803.
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	29
	 SECTION 804.
	  	 Trustee May File Proofs of Claim
	  	30
	 SECTION 805.
	  	 Trustee May Enforce Claims Without Possession of Securities
	  	30
	 SECTION 806.
	  	 Application of Money Collected
	  	30
	 SECTION 807.
	  	 Limitation on Suits
	  	31

  

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	 SECTION 808.
	  	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	31
	 SECTION 809.
	  	 Restoration of Rights and Remedies
	  	31
	 SECTION 810.
	  	 Rights and Remedies Cumulative
	  	31
	 SECTION 811.
	  	 Delay or Omission Not Waiver
	  	32
	 SECTION 812.
	  	 Control by Holders of Securities
	  	32
	 SECTION 813.
	  	 Waiver of Past Defaults
	  	32
	 SECTION 814.
	  	 Undertaking for Costs
	  	32
	 SECTION 815.
	  	 Waiver of Stay or Extension Laws
	  	33
	
	ARTICLE NINE
	
	The Trustee
			
	 SECTION 901.
	  	 Certain Duties and Responsibilities
	  	33
	 SECTION 902.
	  	 Notice of Defaults
	  	34
	 SECTION 903
	  	 Certain Rights of Trustee
	  	34
	 SECTION 904.
	  	 Not Responsible for Recitals or Issuance of Securities
	  	35
	 SECTION 905.
	  	 May Hold Securities
	  	35
	 SECTION 906.
	  	 Money Held in Trust
	  	35
	 SECTION 907.
	  	 Compensation and Reimbursement
	  	35
	 SECTION 908.
	  	 Disqualification; Conflicting Interests
	  	36
	 SECTION 909.
	  	 Corporate Trustee Required; Eligibility
	  	36
	 SECTION 910.
	  	 Resignation and Removal; Appointment of Successor
	  	36
	 SECTION 911.
	  	 Acceptance of Appointment by Successor
	  	37
	 SECTION 912.
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	38
	 SECTION 913.
	  	 Preferential Collection of Claims Against Company
	  	38
	 SECTION 914.
	  	 Co-trustees and Separate Trustees
	  	39
	 SECTION 915.
	  	 Appointment of Authenticating Agent
	  	40
	
	ARTICLE TEN
	
	Holders’ Lists and Reports by Trustee and Company
			
	 SECTION 1001.
	  	 Lists of Holders
	  	41
	 SECTION 1002.
	  	 Reports by Trustee and Company
	  	41
	
	ARTICLE ELEVEN
	
	Consolidation, Merger, Conveyance or Other Transfer
			
	 SECTION 1101.
	  	 Company May Consolidate, etc., Only on Certain Terms
	  	41
	 SECTION 1102.
	  	 Successor Person Substituted
	  	42
	
	ARTICLE TWELVE
	
	Supplemental Indentures
			
	 SECTION 1201.
	  	 Supplemental Indentures Without Consent of Holders
	  	42
	 SECTION 1202.
	  	 Supplemental Indentures With Consent of Holders
	  	43
	 SECTION 1203.
	  	 Execution of Supplemental Indentures
	  	44
	 SECTION 1204.
	  	 Effect of Supplemental Indentures
	  	44
	 SECTION 1205.
	  	 Conformity with Trust Indenture Act
	  	45

  

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	 SECTION 1206.
	  	 Reference in Securities to Supplemental Indentures
	  	45
	 SECTION 1207.
	  	 Modification Without Supplemental Indenture
	  	45
	
	ARTICLE THIRTEEN
	
	Meetings of Holders; Action Without Meeting
			
	 SECTION 1301.
	  	 Purposes for Which Meetings May Be Called
	  	45
	 SECTION 1302.
	  	 Call, Notice and Place of Meetings
	  	45
	 SECTION 1303.
	  	 Persons Entitled to Vote at Meetings
	  	46
	 SECTION 1304.
	  	 Quorum; Action
	  	46
	 SECTION 1305.
	  	 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	47
	 SECTION 1306.
	  	 Counting Votes and Recording Action of Meetings
	  	47
	 SECTION 1307.
	  	 Action Without Meeting
	  	48
	
	ARTICLE FOURTEEN
	
	Immunity of Incorporators, Shareholders, Officers and Directors
			
	 SECTION 1401.
	  	 Liability Solely Corporate
	  	48
			
	 Testimonium
	  		  	49
			
	 Signatures
	  		  	49

  

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 LACLEDE GAS COMPANY 
 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 
 AND INDENTURE, DATED AS OF
                    , 200   
  

								
	TRUST
INDENTURE
ACT
SECTION	 	 	 	  	 INDENTURE SECTION

	ss. 310	  	(a	)(1)	 		  	909
		  	(a	)(2)	 		  	909
		  	(a	)(3)	 		  	914
		  	(a	)(4)	 		  	Not Applicable
		  	(b	)	 		  	909
		  			 		  	910
	ss. 311	  	(a	)	 		  	913
		  	(b	)	 		  	913
		  	(c	)	 		  	913
	ss. 312	  	(a	)	 		  	1001
		  	(b	)	 		  	1001
		  	(c	)	 		  	1001
	ss. 313	  	(a	)	 		  	1002
		  	(b	)	 		  	1002
		  	(c	)	 		  	1002
		  	(d	)	 		  	1002
	ss. 314	  	(a	)	 		  	1002
		  	(a	)(4)	 		  	606
		  	(b	)	 		  	Not Applicable
		  	(c	)(1)	 		  	102
		  	(c	)(2)	 		  	102
		  	(c	)(3)	 		  	Not Applicable
		  	(d	)	 		  	Not Applicable
		  	(e	)	 		  	102
	ss. 315	  	(a	)	 		  	901
		  			 		  	903
		  	(b	)	 		  	902
		  	(c	)	 		  	901
		  	(d	)	 		  	901
		  	(e	)	 		  	814
	ss. 316	  	(a	)	 		  	812
		  			 		  	813
		  	(a	)(1)(A)	 		  	802
		  			 		  	812
		  	(a	)(1)(B)	 		  	813
		  	(a	)(2)	 		  	Not Applicable
		  	(b	)	 		  	808
	ss. 317	  	(a	)(1)	 		  	803
		  	(a	)(2)	 		  	804
		  	(b	)	 		  	603
	ss. 318	  	(a	)	 		  	107

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

 

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 INDENTURE 
 INDENTURE, dated as of             , 200    , between LACLEDE GAS COMPANY, a corporation duly organized and existing under
the laws of the State of Missouri (herein called the “Company”), having its principal office at 720 Olive St., St. Louis, Missouri 63101, and             , a
            banking corporation organized and operating under the laws of the             of
            , having its principal corporate trust office at
                                        
    , as Trustee (herein called the “Trustee”). 
 RECITAL 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,” each a “Security”), in an unlimited aggregate principal amount to be issued in one or more series as contemplated herein; and all acts necessary to make
this Indenture a valid agreement of the Company have been performed. 
 For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein shall have the meanings assigned to them in Article One, Section 101, of this Indenture. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the
premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
 ARTICLE ONE 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 SECTION 101. DEFINITIONS. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context clearly requires otherwise: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

 (b) all terms used herein without definition which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting principles in the United States, 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 in the United States at the date of such computation or, at the election of the Company from time to time, at the date of the execution and
delivery of this Indenture; provided, however, that in determining generally accepted accounting principles applicable to the Company, the Company shall, to the extent required, conform to any order, rule or regulation of any administrative agency,
regulatory authority or other governmental body having jurisdiction over the Company; and 
  

 1 








 (d) the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 Certain terms
used principally in Article Six and Article Nine are defined in those Articles. 
 “Act,” when used with respect to any Holder of a
Security, has the meaning specified in Section 104. 
 “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 through one or more intermediaries, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. 
 “Authenticating Agent” means any Person (other than the Company or an Affiliate of the Company)
authorized by the Trustee pursuant to Section 915 to act on behalf of the Trustee to authenticate one or more series of Securities or Tranche thereof. 
 “Authorized Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any other officer or agent of the
Company duly authorized by the Board of Directors to act in respect of matters relating to this Indenture. 
 “Board of Directors”
means either the board of directors of the Company or any committee thereof duly authorized to act in respect of matters relating to this Indenture. 
 “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 a Place of Payment or any
other particular location specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such Place of Payment or other location are generally
authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified as contemplated by Section 301. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the date of execution and
delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body, if any, performing such duties at such time. 
 “Company” means the Person named as the “Company” in the first paragraph of this Indenture 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 an Authorized Officer and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this Indenture is located at . 
 “Corporation” means a
corporation, association, company, limited liability company, joint stock company or business trust. 
 “Defaulted Interest” has
the meaning specified in Section 307. 
 “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 802. “Interest” with respect to a Discount Security means interest, if any, borne by such Security at a
Stated Interest Rate. 
  

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 “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of
the United States as at the time shall be legal tender for the payment of public and private debts. 
 “Eligible Obligations”
means: 
 (a) with respect to Securities denominated in Dollars, Government Obligations; or 
 (b) with respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or
instruments as shall be specified with respect to such Securities, as contemplated by Section 301. 
 “Event of Default” has
the meaning specified in Section 801. 
 “Governmental Authority” means the government of the United States or of any State or
Territory thereof or of the District of Columbia or of any county, municipality or other political subdivision of any of the foregoing, or any department, agency, authority or other instrumentality of any of the foregoing. 
 “Government Obligations” means: 
 (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States and entitled to the benefit of the full faith and credit thereof; and 

(b) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in
clause (a) above or in any specific interest or principal payments due in respect thereof; provided, however, that the custodian of such obligations or specific interest or principal payments shall be a bank or trust company (which may include
the Trustee or any Paying Agent) subject to Federal or state supervision or examination with a combined capital and surplus of at least $50,000,000; and provided, further, that except as may be otherwise required by law, such custodian shall be
obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction therefrom.

 “Holder” means a Person in whose name a Security is registered in the Security Register. 
 “Indenture” means this instrument as originally executed and delivered and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of a particular series of Securities established as contemplated by Section 301. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

 “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 provided in such Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise. 
 “Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, or other counsel acceptable to the Trustee and who
may be an employee of the Company or of an Affiliate of the Company. 
 “Outstanding,” when used with respect to Securities, means,
as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (a)
Securities theretofore canceled or delivered to the Security Registrar for cancellation; 
  

 3 








 (b) Securities deemed to have been paid for all purposes of this Indenture in accordance
with Section 701; and 
 (c) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it and the Company that such
Securities are held by a bona fide purchaser or purchasers in whose hands such Securities are valid obligations of the Company; 
 provided,
however, that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture, or the Outstanding Securities of any series or Tranche, have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders of Securities, 
 (x) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns all Securities Outstanding under this Indenture,
or all Outstanding Securities of each such series and each such Tranche, as the case may be, determined without regard to this clause (x)) 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 or upon any such determination as to the presence of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded;
provided, however, that the Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable 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; and 
 (y) the principal amount of a Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the Maturity thereof pursuant to Section 802; 
 provided, further, that, in the case of any Security the
principal of which is payable from time to time without presentment or surrender, the principal amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original principal amount
thereof less the aggregate amount of principal thereof theretofore paid. 
 “Paying Agent” means any Person, including the Company,
authorized by the Company to pay the principal of and premium, if any, or interest, if any, on any Securities on behalf of the Company. 
 “Periodic Offering” means an offering of Securities of a series from time to time any or all of the specific terms of which Securities, including without limitation the rate or rates of interest, if any, thereon, the Stated
Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of the Securities. 
 “Person” means any individual, corporation, partnership, limited liability partnership, joint venture, trust or unincorporated organization or
any Governmental Authority. 
 “Place of Payment,” when used with respect to the Securities of any series, or any Tranche thereof,
means the place or places, specified as contemplated by Section 301, at which, subject to Section 602, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are payable. 
  

 4 








 “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 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed (to the extent lawful) to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “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 this Indenture, exclusive of accrued and unpaid interest, if any.

 “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 301. 
 “Required Currency” has the meaning specified in
Section 311. 
 “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee assigned by the
Trustee to administer its corporate trust matters. 
 “Security” and “Securities” each has the meaning stated in the
first recital of this Indenture and more particularly means any securities authenticated and delivered under this Indenture. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
 “Special Record Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its terms is stated to bear simple interest. Any
calculation or other determination to be made under this Indenture by reference to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost to the Company of such Security and without regard to the Stated
Interest Rate on, or the effective cost to the Company of, any other indebtedness in respect of which the Company’s obligations are evidenced or secured in whole or in part by such Security. 
 “Stated Maturity,” when used with respect to any obligation or any installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or interest is stated to be due and payable (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension). 
 “Subsidiary” means a corporation of which more than 50% of the outstanding voting stock 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 or membership interests or other equivalents of stock that ordinarily have voting power
for the election of directors (or persons fulfilling similar responsibilities), whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
 “Successor Person” has the meaning set forth in Section 1102. 
 “Tranche” means a group of Securities which (a) are of the same series and (b) have identical terms except as to the principal amount
and/or date of issuance. 
 “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939, or any successor statute,
as in effect at such time. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, 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 acting as trustee hereunder, “Trustee” shall mean each such Person so acting. 
  

 5 








 “United States” means the United States of America, its Territories, its possessions and other
areas subject to its political jurisdiction. 
 SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. 
 Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional Officer’s Certificate or Opinion of Counsel need be furnished. 
 Every Officer’s Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall
include: 
 (a) a statement that each Person signing such Officer’s Certificate or Opinion of Counsel has read such
covenant or condition and the definitions herein relating thereto; 
 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such Officer’s Certificate or Opinion of Counsel are based; 
 (c) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant
or condition has been complied with; and 
 (d) a statement as to whether, in the opinion of each such Person, such condition
or covenant has been complied with. 
 SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon 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 such officer’s certificate or opinion are based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one
instrument. 
 Whenever, subsequent to the receipt by the Trustee of any Board resolution, Officer’s Certificate, Opinion of Counsel or
other document or instrument, a clerical, typographical, or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect
as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or
dates 

  

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required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such
corrective document or instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the original document or instrument not contained such error or omission, then the action so taken shall
not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any
Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as
aforesaid. 
 SECTION 104. ACTS OF HOLDERS. 
 (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent,
or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 901) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of
any meeting of Holders shall be proved in the manner provided in Section 1306. 
 (b) The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof or may be proved in any other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. 
 (c) The principal amount (except
as otherwise contemplated in clause (y) of the first proviso to the definition of Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 
 (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder 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. 
 (e) Until such time as written instruments shall have been delivered to
the Trustee with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all
of such Securities by written notice by such Holder or any subsequent Holder delivered to the Trustee, proven in the manner in which such instrument was proven. 
 (f) Securities of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any action
taken by such Act of Holders. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. 
  

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 (g) If the Company shall solicit from Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall
have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business
on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of the record date. 
 SECTION 105. NOTICES, ETC.
TO TRUSTEE AND COMPANY. 
 Any request, demand, authorization, direction, notice, consent, election, 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, the Trustee by any Holder or by the Company, or 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 delivered personally to an officer or other responsible employee of the addressee at the applicable location set forth below or at such other location as such party may from time to time
designate by written notice, or transmitted by facsimile transmission or other direct written electronic means to such telephone number or other electronic communications address as the parties hereto shall from time to time designate by written
notice, or transmitted by certified or registered mail, charges prepaid, to the applicable address set below such party’s name below or to such other address as either party hereto may from time to time designate by written notice: 

If to the Trustee, to: 
 If to the
Company, to: 
 Laclede Gas Company 
 720 Olive Street 
 St. Louis, MO 63101 
 Attention: Treasurer 
 Telephone: 314-342-0506 
 Facsimile: 314-421-1979 
 Any communication
contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or other direct written electronic means, on the date of transmission, and
if transmitted by certified or registered mail, on the date of receipt. 
 SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER. 
 Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given,
and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date, if any, and not
earlier than the earliest date, if any, prescribed for the giving of such notice. 
  

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 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice to Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 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. 
 Any notice required by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event otherwise
to be specified therein, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver. 
 SECTION 107. CONFLICT WITH TRUST INDENTURE ACT. 
 If any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Indenture by, or is otherwise governed by, any of the provisions of
the Trust Indenture Act, such other provision shall control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. 
 SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. 
 The Article and Section headings in this Indenture
and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 109. SUCCESSORS AND ASSIGNS. 
 All covenants and agreements in this Indenture by the Company and Trustee shall bind their respective successors and assigns, whether so expressed or
not. 
 SECTION 110. SEPARABILITY CLAUSE. 
 In
case any provision in this Indenture or 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. 
 SECTION 111. BENEFITS OF INDENTURE. 
 Nothing in this
Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 112. GOVERNING LAW. 
 This Indenture and the
Securities shall be governed by and construed in accordance with the laws of the State of New York, except to the extent that the law of any other jurisdiction shall be mandatorily applicable. 
 SECTION 113. LEGAL HOLIDAYS. 
 In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities other than a provision in Securities of
any series, or any Tranche thereof, or in an indenture supplemental hereto, the Board Resolution or Officer’s Certificate which establishes the terms of the Securities of such series or Tranche, which specifically states that such provision
shall apply in lieu of this Section) payment of interest, if any, or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment, with the same
force and effect, and in the same amount, as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day. 
  

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 ARTICLE TWO 
 SECURITY FORMS 
 SECTION 201. FORMS GENERALLY. 
 The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, 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, number or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or the authorizations, orders or regulations of any state regulatory agency having jurisdiction over the Company or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of
the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer’s Certificate pursuant to a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
 Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be
determined by the officers executing such Securities, as evidenced by their execution thereof. 
 SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF
AUTHENTICATION. 
 The Trustee’s certificate of authentication shall be in substantially the form set forth below: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	as Trustee
		
	By:	 	  
	Authorized Signatory


 ARTICLE THREE 
 THE SECURITIES 
 SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
  

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 The Securities may be issued in one or more series. Subject to the last paragraph of this Section, prior
to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or a Board
Resolution: 
 (a) the title of the Securities of such series (which shall distinguish the Securities of such series from
Securities of all other series); 
 (b) any limit upon the aggregate principal amount of the Securities of such 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 such series pursuant to Section 304, 305, 306,
406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
 (c) the Person or Persons (without specific identification) to whom interest on Securities of such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose
names such Securities (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest; 
 (d) the date or dates on which the principal of the Securities of such series, or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by
reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); 
 (e) the rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or
rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest,
if any), or any formulary or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such
interest shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the
interest payment periods and the duration of any such extension as contemplated by Section 312; and the basis of computation of interest, if other than as provided in Section 310; 
 (f) the place or places at which or methods by which (1) the principal of and premium, if any, and interest, if any, on Securities of
such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (3) exchanges of Securities of such series, or any Tranche thereof, may be effected
and (4) notices and demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche; and if
such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; 
 (g) the
period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the
Company and any restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities from any national
exchange; 
 (h) the obligation or obligations, if any, of the Company to redeem or purchase the Securities of such series, or
any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and
conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 404 in the case of mandatory redemption or redemption at the option
of the Holder; 
  

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 (i) the denominations in which Securities of such series, or any Tranche thereof, shall
be issuable if other than denominations of $1,000 and any integral multiple thereof; 
 (j) the currency or currencies,
including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars) and the formulary or other method
or other means by which the equivalent of any such amount in Dollars is to be determined for any purpose, including for the purpose of determining the principal amount of such Securities deemed to be Outstanding at any time; 
 (k) if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be
payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or periods within which and the terms and conditions upon which, such election may be
made; 
 (l) if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche
thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formulary or other method or other means by which
such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; 
 (m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, may be determined with reference to an index or other fact or
event ascertainable outside of this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph; 
 (n) if other than the principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche thereof,
which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802; 
 (o) any
Events of Default, in addition to those specified in Section 801, with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in
addition to those set forth in Article Six; 
 (p) the terms, if any, pursuant to which the Securities of such series, or any
Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person; 
 (q) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series, or any Tranche thereof, denominated in a currency other than Dollars or in
a composite currency, and any additional or alternative provisions for the reinstatement of the Company’s indebtedness in respect of such Securities after the satisfaction and discharge thereof as provided in Section 701; 
 (r) if the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the rights of
the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form
in lieu of temporary form and (iii) any and all other matters incidental to such Securities; 
 (s) if the Securities of
such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section 1201;

 (t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the
Holders of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of
Securities of such series, or any Tranche thereof, the amount or terms thereof; 
  

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 (u) any exceptions to Section 113, or variation in the definition of Business Day,
with respect to the Securities of such series, or any Tranche thereof; and 
 (v) any other terms of the Securities of such
series, or any Tranche thereof, not inconsistent with the provisions of this Indenture. 
 With respect to Securities of a series subject to
a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general
terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 303. 
 SECTION 302. DENOMINATIONS.

 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the
Securities of each series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY
AND DATING. 
 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche
thereof, the Securities shall be executed on behalf of the Company by an Authorized Officer and may have the corporate seal of the Company affixed thereto or reproduced thereon and attested by any other Authorized Officer. The signature of any or
all of these officers on the Securities may be manual or facsimile. 
 Securities bearing the manual or facsimile signatures of individuals
who were at the time of execution Authorized 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. 
 The Trustee shall authenticate and deliver Securities of a series, for original issue,
at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: 
 (a) the instrument or instruments establishing the form or forms and terms of such series, as provided in Sections 201 and 301; 
 (b) a Company Order requesting the authentication and delivery of such Securities and, to the extent that the terms of such Securities shall not have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated by Sections 201 and 301, either (i) establishing such terms or (ii) in the case of Securities of a series subject
to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the extent acceptable to the Trustee, for authentication and delivery pursuant to oral or
electronic instructions from the Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in either case in accordance with the instrument or instruments delivered pursuant to clause
(a) above; 
 (c) the Securities of such series, executed on behalf of the Company by an Authorized Officer; 

(d) an Opinion of Counsel to the effect that: 
 (i) the form or forms of such Securities have been duly authorized by the Company and have been established in conformity with the
provisions of this Indenture; 
  

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 (ii) the terms of such Securities have been duly authorized by the Company and have been
established in conformity with the provisions of this Indenture; and 
 (iii) such Securities, when authenticated and
delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding
obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforceability, to laws relating to or affecting generally the enforcement of creditors’ rights,
including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 
 provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication and delivery of such Securities (provided that such Opinion of Counsel addresses the authentication and delivery of all Securities of such series) and that, in lieu of the
opinions described in clauses (ii) and (iii) above, Counsel may opine that: 
 (x) when the terms of such
Securities shall have been established pursuant to a Company Order or Orders or pursuant to such procedures (acceptable to the Trustee) as may be specified from time to time by a Company Order or Orders, all as contemplated by and in accordance with
the instrument or instruments delivered pursuant to clause (a) above, such terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Indenture; and 
 (y) such Securities, when authenticated and delivered by the Trustee in accordance with this Indenture and the Company Order or Orders or
specified procedures referred to in paragraph (x) above and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will
constitute valid and legally binding obligations of the Company, entitled to the benefits provided by the Indenture, and enforceable in accordance with their terms, subject, as to the enforceability, to laws relating to or affecting generally the
enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, at or
prior to the time of the first authentication of Securities of such series unless and until such opinion or other documents have been superseded or revoked or expire by their terms. In connection with the authentication and delivery of Securities of
a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to authenticate and deliver such Securities do not violate any applicable law or any applicable rule, regulation or order of any
Governmental Authority having jurisdiction over the Company. 
 If the form or terms of the Securities of any series have been established by
or pursuant to a Board Resolution or an Officer’s Certificate as permitted by Sections 201 or 301, the Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will materially
or adversely 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. 
  

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 Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities,
or any Tranche thereof, each Security shall be dated the date of its authentication. 
 Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, or any Tranche thereof, 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 or its agent by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but
shall never have been issued and sold by the Company, and the Company shall deliver such Security to the Security Registrar for cancellation as provided in Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, then 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 hereof. 
 SECTION 304. TEMPORARY SECURITIES. 
 Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued, 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; provided, however, that temporary
Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. 
 Unless otherwise specified as
contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be
exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment
for such Securities. Upon such surrender of temporary Securities for such exchange, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and
Tranche of authorized denominations and of like tenor and aggregate principal amount. 
 Until exchanged in full as hereinabove provided,
temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. 
 SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. 
 The Company shall cause to be kept in each office designated pursuant to Section 602, with respect to the Securities of each series, or any Tranche thereof, a register (all registers kept in accordance with this Section being
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 of such series, or any Tranche thereof, and the
registration of transfer thereof. The Company shall designate one Person to maintain the Security Register for the Securities of each series on a consolidated basis, and such Person is referred to herein, with respect to such series, as the
“Security Registrar.” Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which a register with respect to the Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself the Security Registrar with respect to one or more of such series. The Security Register shall be open for inspection by the Trustee and the Company at all reasonable times.

  

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 Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, upon surrender for registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such series or Tranche,
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 and Tranche, of authorized denominations and of like tenor and
aggregate principal amount. 
 Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, any Security of such series or Tranche may be exchanged at the option of the Holder, for one or more new Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal
amount, upon surrender of the Securities to be exchanged at any 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 delivered upon any registration of transfer or exchange of Securities
shall be 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, the Trustee or the Security
Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or the Security Registrar, as the case may be, duly executed by the Holder thereof or his or her attorney duly
authorized in writing. Such registration of transfer or exchange will be effective upon the Company, the Trustee or the Security Registrar, as the case may be, being satisfied with the documentation of title and identity of the person making the
request. 
 Unless otherwise specified as contemplated by Section 301 with respect to Securities of any series, or any Tranche thereof,
no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 406 or 1206 not involving any transfer. 
 The
Company shall not be required to execute or to provide for the registration of transfer of or the exchange of (a) Securities of any series, or any Tranche thereof, during a period of 15 days immediately preceding the day of a mailing of a
notice of redemption identifying the serial numbers of the Securities of such series or Tranche called for redemption and ending at the close of business of such mailing or (b) any Security so selected for redemption, in whole or in part,
except the unredeemed portion of any Security being redeemed in part. 
 SECTION 306. 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 Tranche, 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 (a) evidence to their satisfaction of the ownership of and the destruction, loss or theft of any Security and (b) such security or indemnity as may be reasonably 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 is held by a Person purporting to be the owner of such Security, 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 Tranche, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

Notwithstanding the foregoing, 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 reasonable expenses (including the fees and expenses of the Trustee) connected
therewith. 
  

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 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone other than the Holder of such new Security, and any such new
Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder. 
 The provisions of this Section 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 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. 
 Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, 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. 
 Subject to Section 312, 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 related 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 (a) or (b) below: 
 (a) 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 date (herein called 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 on or 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 promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date. 
 (b) 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 and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Security. 
  

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 SECTION 308. PERSONS DEEMED OWNERS. 
 The Company, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal
of and premium, if any, and (subject to Sections 305 and 307) interest, if any, 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 309. CANCELLATION BY SECURITY REGISTRAR. 
 All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Security
Registrar, be delivered to the Security Registrar and, if not theretofore canceled, shall be promptly canceled by the Security Registrar. The Company may at any time deliver to the Security Registrar for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever or which the Company shall not have issued and sold, and all Securities so delivered shall be promptly canceled by the Security Registrar. No
Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Security Registrar shall be disposed of in
accordance with the Security Registrar’s customary procedures, and the Security Registrar shall promptly deliver a certificate of disposition to the Trustee and the Company unless, by a Company Order, similarly delivered, the Company shall
direct that canceled Securities be returned to it. The Security Registrar shall promptly deliver evidence of any cancellation of a Security in accordance with this Section 309 to the Trustee and the Company. 
 SECTION 310. COMPUTATION OF INTEREST. 
 Except as otherwise
specified as contemplated by Section 301 for Securities of any series, or any Tranche thereof, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and for any period
shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. 
 SECTION 311. PAYMENT TO BE IN PROPER CURRENCY.

 In the case of the Securities of any series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite
currency (the “Required Currency”), except as otherwise specified with respect to such Securities as contemplated by Section 301, the obligation of the Company to make any payment of the principal thereof, or the premium, if any, or
interest, if any, thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency
for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company; the Company shall remain fully liable for any shortfall or delinquency
in the full amount of Required Currency then due and payable; and in no circumstances shall the Trustee be liable therefore except in the case of its negligence or willful misconduct. 
 SECTION 312. EXTENSION OF INTEREST PAYMENT PERIODS. 
 The Company shall have the right at any time, so long
as the Company is not in default in the payment of interest on the Securities of any series hereunder, to extend interest payment periods on all Securities of one or more series, or Tranches thereof, if so specified as contemplated by
Section 301 with respect to such Securities and upon such terms as may be specified. The Company shall promptly notify the Trustee of any such extension of any interest payment period. 
  

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 ARTICLE FOUR 
 REDEMPTION OF SECURITIES 
 SECTION 401. APPLICABILITY OF ARTICLE. 
 Securities of any series, or any Tranche thereof, which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche) in accordance with this Article. 
 SECTION
402. ELECTION TO REDEEM; NOTICE TO TRUSTEE. 
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or an Officer’s Certificate. 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 in writing of such Redemption Date and of the
principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or
(b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or
condition. 
 SECTION 403. SELECTION OF SECURITIES TO BE REDEEMED. 
 If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or
Tranche not previously called for redemption, by such method as shall be provided for any particular series, or, in the absence of any such provision, by such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or Tranche or any integral multiple thereof) of the principal amount of Securities of such series or Tranche of a denomination larger
than the minimum authorized denomination for Securities of such series or Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all or any principal amount of the Securities
then Outstanding of any series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for
redemption all or any principal amount of such Securities which have not been so tendered. 
 The Trustee shall promptly notify the Company
and the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, 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 404. NOTICE OF REDEMPTION. 
 Notice of redemption shall be given in the manner provided in Section 106 to the Holders
of the Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date. 
 All notices of redemption shall
state: 
 (a) the Redemption Date; 
 (b) the Redemption Price or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be
determined at the time such notice is given; 
 (c) if less than all the Securities of any series or Tranche are to be
redeemed, the identification of the particular Securities to be redeemed and the portion of the principal amount of any Security to be redeemed in part; 
  

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 (d) that on the Redemption Date the Redemption Price, together with accrued interest, if
any, to the Redemption Date, 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; 
 (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any,
unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required; 
 (f) that the redemption is for a sinking or other fund, if such is the case; and 
 (g) such
other matters as the Company shall deem desirable or appropriate. 
 Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any notice of redemption of Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 701, such notice
may state that such redemption shall be conditional upon the receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such
redemption was not required to be made, and the Paying Agent or Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such
redemption. 
 Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a
condition for redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Security Registrar in the name and at the expense of the Company. Notice of mandatory redemption of Securities shall be given by the
Security Registrar in the name and at the expense of the Company. 
 SECTION 405. SECURITIES PAYABLE ON REDEMPTION DATE. 
 Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or
portions thereof 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, in the case of an unconditional notice of redemption, the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such
Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that no such surrender shall be a condition to such payment if so specified as
contemplated by Section 301 with respect to such Security; and provided, further, that except as otherwise specified as contemplated by Section 301 with respect to such Security, any installment of interest on any Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to
the terms of such Security and subject to the provisions of Section 307. 
 SECTION 406. SECURITIES REDEEMED IN PART. 
 Upon the surrender of any Security which is to be redeemed only in part at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities of the same series and Tranche, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
  

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 ARTICLE FIVE 
 SINKING FUNDS 
 SECTION 501. APPLICABILITY OF ARTICLE. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of any series, or any Tranche thereof, except
as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche. 
 The minimum amount of any sinking
fund payment provided for by the terms of Securities of any series, or any Tranche thereof, 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, or any Tranche thereof, is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 502. Each sinking fund payment shall be applied to the redemption of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities.

 SECTION 502. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. 
 The Company (a) may deliver to the Trustee Outstanding Securities (other than any previously called for redemption) of a series or Tranche in respect of which a mandatory sinking fund payment is to be made and
(b) may apply as a credit Securities of such series or Tranche 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 such mandatory sinking fund payment; provided, however, that no Securities shall be applied in satisfaction of a mandatory sinking fund payment if such
Securities shall have been previously so applied. Securities so applied 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 mandatory sinking fund payment shall be reduced accordingly. 
 SECTION 503. REDEMPTION OF SECURITIES FOR SINKING FUND. 
 Not less than 45 days prior to each sinking fund payment date for the Securities of any series, or any Tranche thereof, the Company shall deliver to the
Trustee an Officer’s Certificate specifying: 
 (a) the amount of the next succeeding mandatory sinking fund payment for
such series or Tranche; 
 (b) the amount, if any, of the optional sinking fund payment to be made, together with such
mandatory sinking fund payment; 
 (c) the aggregate sinking fund payment; 
 (d) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by the payment of cash; and 
 (e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and crediting Securities of such
series or Tranche pursuant to Section 502 and stating the basis for such credit and that such Securities have not previously been so credited, and the Company shall also deliver to the Trustee any Securities to be so delivered. 
 If the Company shall not deliver such Officer’s Certificate, the next succeeding sinking fund payment for such series or Tranche shall be made
entirely in cash in the amount of the mandatory sinking fund payment. 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 403 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 404. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 405 and 406. 
  

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 ARTICLE SIX 
 COVENANTS 
 SECTION 601. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. 
 The Company shall pay the principal of and premium, if any, and interest, if any, on the Securities of each series in accordance with the terms of such
Securities and this Indenture. 
 SECTION 602. MAINTENANCE OF OFFICE OR AGENCY. 
 The Company shall maintain in each Place of Payment for the Securities of each series, or any Tranche thereof, an office or agency where payment of such
Securities shall be made, where the registration of transfer or exchange of such Securities may be effected and where notices and demands to or upon the Company in respect of such Securities and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency and prompt notice to the Holders of any such change in the manner specified in Section 106. If at any time the Company shall
fail to maintain any such required office or agency in respect of Securities of any series, or any Tranche thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Securities shall be made, registration of transfer or
exchange thereof may be effected, and notices and demands in respect thereof may be served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent for all such purposes in any such event. 
 The Company may also from time to time designate one or more other offices or agencies with respect to the Securities of one or more series, or any
Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided, however, that, unless otherwise specified as contemplated by Section 301 with respect to the Securities of such series or
Tranche, no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements set forth above.
The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 106, of any such designation or rescission and of any change in the location of any such other office or agency.

 Anything herein to the contrary notwithstanding, any office or agency required by this Section may be maintained at an office of the
Company, in which event the Company shall perform all functions to be performed at such office or agency. 
 SECTION 603. 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 the Securities of any series, or any Tranche
thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee of any failure by the Company (or any other obligor on such Securities)
to make any payment of principal of or premium, if any, or interest, if any, on such Securities. 
 Whenever the Company shall have one or
more Paying Agents for the Securities of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient
(without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the
Company shall promptly notify the Trustee of any failure by it so to act. 
  

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 The Company shall cause each Paying Agent for the Securities of any series, or any Tranche thereof, other
than the Company or 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 shall: 
 (a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Securities in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
 (b) give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of principal of or premium, if any, or interest, if any, on such Securities; and 
 (c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. 
 The Company may at any time 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, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article Seven; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money. 
 Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest, if any,
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, upon such payment or discharge, the Holder of such Security shall, as an unsecured general
creditor and not as a Holder of an Outstanding Security, look only to the Company for payment of the amount so due and payable and remaining unpaid, 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 payment to the Company, may at the expense of the Company cause to be mailed, on one
occasion only, notice to such Holder 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 mailing, any unclaimed balance of such money then remaining will be paid to
the Company. 
 SECTION 604. CORPORATE EXISTENCE. 
 Subject to the rights of the Company under Article Eleven, the Company shall do or cause to be done all things necessary to preserve and keep in full force and affect its corporate existence. 
 SECTION 605. MAINTENANCE OF PROPERTIES. 
 The Company shall
cause (or, with respect to property owned in common with others, make reasonable effort to cause) all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and shall cause
(or, with respect to property owned in common with others, make reasonable effort to cause) to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as, in the judgment of the Company, may be necessary so
that the business carried on in connection therewith may be properly conducted; provided, however, that nothing in this Section shall prevent the Company from discontinuing, or causing the discontinuance of, the operation and maintenance of any of
its properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business. 
  

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 SECTION 606. ANNUAL OFFICER’S CERTIFICATE AS TO COMPLIANCE. 
 Not later than in each year, commencing
                    , 20     , the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with
Section 102, executed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, as to such officer’s knowledge of the Company’s compliance with all conditions and covenants
under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture. 
 SECTION 607.
WAIVER OF CERTAIN COVENANTS. 
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in:
(a) Section 602 or any additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as contemplated by Section 301, if before the time for such compliance, the Holders of at least
a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to which compliance with Section 602 or such additional covenant or restriction is to be omitted, considered as one class, shall, by
Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition; and (b) Section 604, 605, 606 or Article Eleven if before the time for such compliance, the Holders of
at least a majority in principal amount of Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force and effect. 
 ARTICLE SEVEN 
 SATISFACTION AND DISCHARGE 
 SECTION 701. SATISFACTION
AND DISCHARGE OF SECURITIES. 
 (a) This Indenture shall upon Company Request cease to be of further effect (except that Sections 304, 305,
306, 404, 503 (as to notice of redemption), 602, 603, 907 and 915 and this Article Seven shall survive), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when 
 (i) either 
 (1) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and
(B) Securities deemed to have been paid in accordance with Section 702(a)) have been delivered to the Trustee for cancellation; or 
 (2) all Securities not theretofore delivered to the Trustee for cancellation (other than Securities described in clause (1)(A) above) shall be deemed to have been paid in accordance with Section 702(a);

 (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (iii) the Company has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with. 
  

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 (b) In the event there shall be Securities of two or more series Outstanding hereunder, the Trustee shall
be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto as required herein are
met. In the event there shall be two or more Trustees hereunder, then the effectiveness of each such instrument from each Trustee hereunder shall be conditioned upon receipt of such instruments from each other Trustee hereunder. 
 (c) Upon satisfaction and discharge of this Indenture as provided in this Section 701, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 907, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities other than money and Eligible Obligations held by the Trustee
pursuant to Section 703. 
 SECTION 702. LEGAL AND COVENANT DEFEASANCE. 
 (a) On and after the date the Company shall have fulfilled the conditions of Section 702(c), it shall be deemed to have paid and discharged the entire indebtedness represented by any Security or Securities of any
series or Tranche, or any portion of the principal amount thereof, and satisfied its obligations under this Indenture with respect thereto (hereinafter, “Legal Defeasance”). Such Securities shall thereafter be deemed to be
“outstanding” solely for the purposes of Section 703 hereof and the following provisions of this Indenture shall survive with respect thereto: (i) the rights of Holders of such Securities to receive, solely from the trust fund
described in Section 702(c), payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, or on the redemption date, as the case may be, and (ii) the obligations of the Company and
the Trustee with respect to such Securities under Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 915 and this Article Seven. The Company may elect to effect a Legal Defeasance under this Section 702(a)
notwithstanding the prior election to effect a Covenant Defeasance under Section 702(b) with respect to Securities or portions thereof of the same series or Tranche. 
 (b) The Company shall be released from its obligations under the covenants contained in Sections 604 (except with respect to maintaining its corporate existence), 605 and 606 and Article Eleven with respect to any
Security or Securities of any series or Tranche or any portion of the principal amount thereof (and under any covenants inserted pursuant to Section 301(v), in any supplemental indenture, Board Resolution or Officer’s Certificate
establishing such Security), on and after the date the conditions in Section 702(c) are satisfied (hereinafter, “Covenant Defeasance”). Such Securities or portions thereof shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. In the
event of a Covenant Defeasance, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 801(c) with
respect to such Securities or portions thereof, but, except as specified above, the remainder of this Indenture and such Securities or portions thereof shall continue to be in full force and effect. 
 (c) The following shall be the conditions to any defeasance under this Section 702: 
 (i) there shall have been irrevocably deposited with the Trustee, in trust: (1) money in an amount which shall be sufficient, or (2) Eligible
Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof will provide
moneys which, together with the money, if any, deposited with or held by the Trustee, shall be sufficient, or (3) a combination of (1) or (2) which shall be sufficient, to pay when due the principal of and premium, if any, and
interest, if any, due and to become due on such Securities or portions thereof; provided, however, that (x) in the case of the provision for payment or redemption of less than all the Securities of any series or Tranche, such Securities or
portions thereof shall have been selected by the Security Registrar as provided herein and, in the case of a redemption, the 

  

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notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to
give such notice, under arrangements satisfactory to the Trustee and (y) such money or the proceeds of such Eligible Obligations shall either (i) have been on deposit with the Trustee for a period of at least 90 days, or (ii) the
Trustee shall have received an Opinion of Counsel reasonably satisfactory in form to the Trustee to the effect that payments to Holders with such moneys as proceeds are not recoverable as a preference under any applicable United States federal or
state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors; 
 (ii) if such
deposit shall have been made prior to the Maturity of such Securities, the Company shall have delivered to the Trustee a Company Order stating that the money and Eligible Obligations deposited with the Trustee in accordance with this Section shall
be held by the Trustee, in trust, as provided in Section 703; 
 (iii) if Eligible Obligations shall have been deposited with the
Trustee, the Company shall have delivered to the Trustee an opinion of an independent public accountant of nationally recognized standing, selected by the Company, to the effect that the requirements set forth in clause (i) above have been
satisfied; 
 (iv) the Company shall have delivered to the Trustee an Opinion of Counsel in the form described in Section 702(d);

 (v) the Company shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent herein relating to
either the Legal Defeasance under Section 702(a) or the Covenant Defeasance under Section 702(b), as the case may be, have been complied with; and 
 (vi) the deposit shall not result in the Company, the Trustee or the trust being deemed an “investment company” under the Investment Company Act of 1940, as amended. 
 (d) (i) In the case of Legal Defeasance under Section 702(a), there shall also be delivered to the Trustee either (x) an Opinion of
Counsel in a form reasonably satisfactory to the Trustee to the effect that, based upon (A) an accompanying ruling of the Internal Revenue Service issued to the Company, or (B) a change in law or regulation occurring after the date hereof,
the Holders will not realize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance but will realize income, gain or loss on the Securities, including payments of interest thereon, in the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred, or (y) an instrument, in form reasonably satisfactory to the Trustee, wherein the Company, notwithstanding the payment and discharge, pursuant
to Section 702(a) and (e), of its indebtedness in respect of Securities of any series, or any portion of the principal amount thereof, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the
Trustee such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of subsection (c)(i) hereof), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money
and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof; provided, however, that such instrument may state that the
obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally
recognized standing, selected by the Trustee, showing the calculation thereof; and 
 (ii) In the case of Covenant Defeasance under
Section 702(b), there shall also be delivered to the Trustee an Opinion of Counsel in a form reasonably satisfactory to the Trustee to the effect that the Holders will not realize income, gain or loss for Federal income tax purposes as a result
of such Covenant Defeasance but will realize income, gain or loss on the Securities, including payments of interest thereon, in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had
not occurred. 
  

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 (e) In the event that the Company effects a Legal Defeasance upon receipt by the Trustee of money or
Eligible Obligations, or both, in accordance with Section 702(c), together with the documents required by such paragraph, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Security or Securities or portions
thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof is deemed to have been satisfied and discharged. 
 (f) If payment of less than all of the Securities of any series, or any Tranche thereof, is to be provided for in the manner and with the effect provided
in this Section, the Security Registrar shall select such Securities, or portions of principal amount thereof in the manner specified by Section 403 for selection for redemption of less than all the Securities of a series or Tranche.

 (g) In the event that Securities which shall be deemed to have been paid as a result of a Legal Defeasance (or with respect to which a
Covenant Defeasance has been effected) do not mature and are not to be redeemed within the 60-day period commencing with the date of the deposit with the Trustee of moneys or Eligible Obligations, the Company shall, as promptly as practicable, give
a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such deposit has been made and the effect thereof. 
 (h) The Company shall pay, and shall indemnify the Trustee and each Holder of Securities which are deemed to have been paid as provided in this Section
against any tax, fee or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee or the principal or interest received by the Trustee in respect of such Eligible Obligations. 
 (i) Anything herein to the contrary notwithstanding, if, at any time after a Legal Defeasance or a Covenant Defeasance is effected pursuant to this
Section (without regard to the provisions of this paragraph (i)), the Trustee shall be required to return the money or Eligible Obligations, or combination thereof, deposited with it to the Company or its representative under any applicable federal
or state bankruptcy, insolvency or other similar law, the indebtedness of the Company in respect of such Security shall thereupon be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain Outstanding, or, as the
case may be, the obligations under the above-mentioned covenants in respect of such Security shall thereupon be deemed retroactively not to have been released. 
 SECTION 703. APPLICATION OF TRUST MONEY. 
 Neither the Eligible Obligations nor the money deposited with the Trustee pursuant to
Section 702(c)(i), nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and
interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 603; provided, however, that, so long as there shall not have occurred and
be continuing an Event of Default, any cash received from such principal or interest payments on such Eligible Obligations deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be invested in Eligible
Obligations of the type described in Section 702(c)(i)(2) maturing at such times and in such amounts as shall be sufficient to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or
portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall be paid over to the Company as received by the Trustee, free and clear of any trust, lien or pledge under this Indenture except the lien provided
by Section 907; and provided, further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held by the Trustee in accordance with this Section on the Maturity of all such Securities in excess of the
amount required to pay the principal of and premium, if any, and interest, if any, then due on such Securities shall be paid over to the Company free and clear of any trust, lien or pledge under this Indenture except the lien provided by
Section 907. 
  

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 ARTICLE EIGHT 
 EVENTS OF DEFAULT; REMEDIES 
 SECTION 801. EVENTS OF DEFAULT. 
 “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events: 
 (a) failure to pay interest, if any, on any Security of such series within sixty (60) days after the same becomes due and payable;
provided, however, that a valid extension of the interest payment period by the Company as contemplated in Section 312 of this Indenture shall not constitute a failure to pay interest for this purpose; or 
 (b) failure to pay the principal of or premium, if any, on any Security of such series within three (3) Business Days after its
Maturity; or 
 (c) failure to perform or breach of any covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in the performance of which or breach of which is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of one or more series of Securities
other than such series) for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 33% in principal amount of the Outstanding
Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and the Holders of a
principal amount of Securities of such series not less than the principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided,
however, that the Trustee or the Trustee and the Holders of such principal amount of Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within
such period and is being diligently pursued; or 
 (d) the entry by a court having jurisdiction in the premises of (1) a
decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order adjudging the Company bankrupt
or insolvent, or approving as properly filed a petition by one or more Persons other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignees, trustee, sequestrator or other similar official for the Company or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or
order for relief or any such other decree or order shall have remained unstayed and in effect for a period of 90 consecutive days; or 
 (e) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be
adjudicated bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the authorization of such action by the Board of Directors; or 
 (f) any other Event of Default specified with respect to Securities of such series. 
  

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 SECTION 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. 
 If an Event of Default shall have occurred and be continuing with respect to Securities of any series at the time Outstanding, then in every such case
the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may
be specified in the terms thereof as contemplated by Section 301) of all Securities of such series to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon receipt by the Company
of notice of such declaration such principal amount (or specified amount) shall become immediately due and payable; provided however, that if an Event of Default shall have occurred and be continuing with respect to more than one series of
Securities, the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, may make such declaration of acceleration, and not the Holders of the Securities of
any one of such series. 
 At any time after such a declaration of acceleration with respect to Securities of any series shall have been made
and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act,
be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 
 (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay: 
 (1)
all overdue interest, if any, on all Securities of such series; 
 (2) the principal of and premium, if any, on any Securities
of such series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; 
 (3) 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 
 (4) all amounts due to the Trustee under Section 907; and 
 (b) any other Event or Events of Default with respect to Securities of such series, other than the nonpayment of the principal of
Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 813. 
 No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. 
 SECTION 803.
COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. 
 If an Event of Default described in clause (a) or (b) of
Section 801 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Securities of the series with respect to which such Event of Default shall have occurred, the
whole amount then due and payable on such Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest on premium, if any, and any overdue principal and interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 907. 
 If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated. 
  

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 If an Event of Default with respect to Securities of any series shall have occurred and be continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 SECTION 804. TRUSTEE MAY FILE PROOFS OF CLAIM. 
 In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
 (a) to
file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for amounts due to the Trustee under Section 907) and of the Holders allowed in such judicial proceeding, and 
 (b) 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 amounts due it under Section 907. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 SECTION 805. TRUSTEE MAY
ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. 
 All rights of action and claims under this Indenture or the Securities may be prosecuted
and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which
such judgment has been recovered. 
 SECTION 806. 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 premium, if any, or interest, if any, upon presentation of the Securities in respect of which or for the benefit of which such money shall have been collected and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid: 
 first: to the payment of all amounts due
the Trustee under Section 907; 
 second: to the payment of the amounts then due and unpaid upon the Securities for
principal of and premium, if any, and interest, if any, 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, premium, if any, and interest, if any, respectively; and third: to the Company. 
  

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 SECTION 807. LIMITATION ON SUITS. 
 No Holder 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:

 (a) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to
the Securities of such series; 
 (b) the Holders of a majority in aggregate principal amount of the Outstanding Securities of
all series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, 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; 
 (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request; 
 (d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such proceeding; and 
 (e) no direction
inconsistent with such written request shall have been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default
shall have occurred and be continuing, considered as one class; 
 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. 
 SECTION
808. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. 
 Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and (subject to Sections 307 and 312) interest, if any, on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 SECTION 809. 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 shall have been discontinued or abandoned for any reason, or shall have 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, and the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and such Holder shall continue as though no such proceeding had been instituted. 
 SECTION 810. RIGHTS AND REMEDIES CUMULATIVE.

 Except as otherwise provided in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

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 SECTION 811. DELAY OR OMISSION NOT WAIVER. 
 No delay or omission of the Trustee or of any Holder 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. 

SECTION 812. CONTROL BY HOLDERS OF SECURITIES. 
 If an
Event of Default shall have occurred and be continuing in respect of a series of Securities, the Holders of a majority in principal amount of the Outstanding Securities of such 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, however, that if an Event of Default shall have occurred and be
continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, shall have the right to make such direction, and not
the Holders of the Securities of any one of such series; and provided, further, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and could not involve the Trustee in personal liability in
circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with any such direction. 
 SECTION 813. 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 
 (a) in the payment of the principal of or premium, if any, or interest, if any, on any Security of such series, or

 (b) in respect of a covenant or provision hereof which under Section 1202 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 and all Events 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 thereof. 
 SECTION 814. UNDERTAKING FOR COSTS. 
 The Company and the
Trustee agree, and each Holder by his or her acceptance of a Security shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, all in the manner, to the extent and except as otherwise provided in the
Trust Indenture Act; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in aggregate principal amount of the Outstanding Securities of all series in respect of which such suit may be brought, considered as one class, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or
premium, if any, or interest, if any, on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
  

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 SECTION 815. WAIVER OF 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 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. 
 ARTICLE NINE 
 THE TRUSTEE 
 SECTION 901. CERTAIN DUTIES AND RESPONSIBILITIES. 
 (a) Except during the continuance of an Event of Default with respect to Securities of any series, 
 (1) the Trustee undertakes to perform, with respect to Securities of such series, such duties and only such duties specifically set forth
in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2)
in the absence of bad faith on its part, the Trustee, may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinion expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of this Indenture. 
 (b) In case an Event of Default with
respect to Securities of any series shall have occurred and be continuing, the Trustee shall exercise, with respect to Securities of such series, 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 man would exercise or use under the circumstances in the conduct of his own affairs. 
 (c) No provision of
this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 
 (1) this subsection shall not be construed to limit the effect of subsection (a) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any one or more series, as provided herein, relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 
 (4) 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 for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
  

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 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 SECTION 902. NOTICE OF
DEFAULTS. 
 The Trustee shall give notice of any default hereunder with respect to the Securities of any series to the Holders of Securities
of such series in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the case of any default of the character specified in Section 801(c),
no such notice to Holders shall be given until at least 75 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time, or both, would become, an Event
of Default. 
 SECTION 903. CERTAIN RIGHTS OF TRUSTEE. 
 Subject to the provisions of Section 901 and to the applicable provisions of the Trust Indenture Act: 
 (a) the
Trustee may rely, and shall be protected in acting or refraining from acting in good faith, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or as otherwise expressly provided herein, and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer’s Certificate; 
 (d) the Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any Holder pursuant to this Indenture, unless such Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) be entitled to examine, during normal business hours,
the books, records and premises of the Company, personally or by agent or attorney; 
 (g) the Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care
by it hereunder; and 
  

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 (h) except as otherwise provided in Section 801, the Trustee shall not be charged
with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual knowledge that such Event of Default exists and
constitutes an Event of Default under this Indenture or (2) written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor on such Securities or by any Holder of such Securities. 
 SECTION 904. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. 
 The recitals contained herein and in the Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. 
 SECTION 905. MAY HOLD SECURITIES. 
 Each of the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 908 and 913, may otherwise deal with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent. 
 SECTION 906. MONEY HELD IN TRUST. 
 Money held by the Trustee in trust hereunder need not be segregated from other funds, except to the extent required by law. The Trustee shall be under no liability for interest on investment of any money received by
it hereunder except as expressly provided herein or otherwise agreed with, and for the sole benefit of, the Company. 
 SECTION 907. COMPENSATION AND
REIMBURSEMENT. 
 The Company shall 
 (a) pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust); 
 (b) except as otherwise expressly provided herein, reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel),
except to the extent that any such expense, disbursement or advance may be attributable to the Trustee’s negligence, willful misconduct or bad faith; and 
 (c) indemnify the Trustee for, and hold it harmless from and against, any loss, liability or expense reasonably incurred by it arising out
of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. 
 As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such other than property and funds held in trust under Section 703 (except as otherwise provided in Section 703). “Trustee” for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
  

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 SECTION 908. DISQUALIFICATION; CONFLICTING INTERESTS. 
 If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any other series. 
 SECTION 909. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. 
 There shall at all times be a Trustee hereunder which shall be: 
 (a) a corporation organized and doing business under the laws of
the United States, any State or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or 
 (b) if and to the extent permitted by the Commission by rule, regulation or order upon application, a
corporation or other Person organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the Dollar equivalent of
the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional
trustees, 
 and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article. 
 SECTION 910. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 911. 
 (b) The Trustee may
resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 911 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Trustee and to the Company. 
 (d) If at any time: 
 (1) the Trustee shall fail to comply with Section 908 after written request therefor by the Company or by any Holder who has been a
bona fide Holder for at least six months, or 
 (2) the Trustee shall cease to be eligible under Section 909 and shall
fail to resign after written request therefor by the Company or by any such Holder, or 
 (3) the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, 
  

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 then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect to all Securities
or (y) subject to Section 814, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause (other than as contemplated in clause (y) in Subsection (d) of this Section), with respect to the Securities of one or more series, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 911. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 911, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 911, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (f) So long as no event
which is, or after notice or lapse of time, or both, would become, an Event of Default shall have occurred and be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities pursuant to Subsection (e) of this Section, if the Company shall have delivered to the Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of
acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with Section 911, the Trustee shall be deemed to have resigned as contemplated in Subsection (b) of this Section, the successor Trustee
shall be deemed to have been appointed by the Company pursuant to Subsection (e) of this Section and such appointment shall be deemed to have been accepted as contemplated in Section 911, all as of such date, and all other provisions of
this Section and Section 911 shall be applicable to such resignation, appointment and acceptance except to the extent inconsistent with this Subsection (f). 
 (g) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its corporate trust office. 
 SECTION 911. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

 (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment
of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. 
  

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 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or
more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee, upon payment of all sums owed to it, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the
Company shall execute any instruments which fully vest in and confirm to such successor Trustee all such rights, powers and trusts referred to in Subsection (a) or (b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article. 
 SECTION 912. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. 
 Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

 SECTION 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. 
 If the Trustee shall be or become a creditor of the Company or any other obligor upon the Securities (other than by reason of a relationship described in Section 311(b) of the Trust Indenture Act), the Trustee
shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the collection of claims against the Company or such other obligor. For purposes of Section 311(b) of the Trust Indenture Act: 
 (a) the term “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; 
 (b) the term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or 

  

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merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 
 SECTION 914. CO-TRUSTEES AND SEPARATE TRUSTEES.

 At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of
all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, in either case with such powers as may be provided in
the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such
appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. 
 Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to
such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. 
 Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:

 (a) the Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in
respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; 
 (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co- trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations
shall be exercised and performed by such co-trustee or separate trustee; 
 (c) the Trustee at any time, by an instrument in
writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee
shall have power to accept the resignation of, or remove, any such co- trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; 
 (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other
such trustee hereunder; and 
 (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each
such co-trustee and separate trustee. 
  

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 SECTION 915. APPOINTMENT OF AUTHENTICATING AGENT. 
 The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or Tranche thereof, which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States, any State or territory thereof
or the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or
state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a
party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee
may appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, in accordance with, and subject to the provisions of, Section 907. 
 The
provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. 
 If an appointment with respect to the Securities
of one or more series, or any Tranche thereof, shall be made pursuant to this Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of
authentication substantially in the following form: 
 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
  

			
	As Trustee
		
	By:	 	  
	Authorized Signatory


  

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 If all of the Securities of a series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company
in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 
 ARTICLE
TEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 SECTION 1001. LISTS OF HOLDERS. 
 Semiannually, not later than
                 and                  in each year, commencing
                , 200     , and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to
such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar. 
 SECTION 1002. REPORTS BY TRUSTEE AND COMPANY. 
 Not later
than                  in each year, commencing                 ,
200     the Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, a report, dated as of the next preceding
                    , with respect to any events and other matters described in Section 313(a) of the Trust Indenture Act, in such manner and to
the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, and the Company shall file with the Trustee (within 30 days after filing
with the Commission in the case of reports which pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the Holders, such other information, reports and other documents, if any, at such
times and in such manner, as shall be required by the Trust Indenture Act. 
 ARTICLE ELEVEN 
 CONSOLIDATION, MERGER, COVEYANCE OR OTHER TRANSFER 
 SECTION 1101. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. 
 The Company shall not consolidate with or merge into any
other Person, or convey or otherwise transfer or lease its properties and assets substantially as an entirety to any Person, unless 
 (a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Person
organized and validly existing under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and premium, if any, 

  

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and interest, if any, on all Outstanding Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or
observed; 
 (b) immediately after giving effect to such transaction and treating any indebtedness for borrowed money which
becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and 
 (c) the Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to
such transactions have been complied with. 
 SECTION 1102. SUCCESSOR PERSON SUBSTITUTED. 
 Upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, or other transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with Section 1101, the successor Person formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities Outstanding hereunder. 
 ARTICLE TWELVE 
 SUPPLEMENTAL INDENTURES 
 SECTION 1201. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. 
 Without the consent of any Holders, the
Company 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: 
 (a) 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, all as provided in Article Eleven; or 
 (b) to add one or more covenants of the Company or
other provisions for the benefit of all Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be Outstanding, Securities of one or more specified series, or one or more specified Tranches thereof, or to
surrender any right or power herein conferred upon the Company; or 
 (c) to add any additional Events of Default with respect
to all or any series of Securities Outstanding hereunder; or 
 (d) to change or eliminate any provision of this Indenture or
to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of the Holders of Securities of any series or Tranche Outstanding on the date of such indenture
supplemental hereto in any material respect, such change, elimination or addition shall become effective with respect to such series or Tranche only pursuant to the provisions of Section 1202 hereof or when no Security of such series or Tranche
remains Outstanding; or 
 (e) to provide collateral security for all the Securities; or 
 (f) to establish the form or terms of Securities of any series or Tranche as contemplated by Sections 201 and 301; or 
  

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 (g) to provide for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for
any and all other matters incidental thereto; or 
 (h) to evidence and provide for the acceptance of appointment hereunder by
a separate or successor Trustee or co-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 911(b); or 
 (i) to provide for the
procedures required to permit the Company to utilize, at its option, a noncertificated system of registration for all, or any series or Tranche of, the Securities; or 
 (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of
Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be
surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served, provided, however, that any such place is located in New York,
New York or St. Louis, Missouri; or 
 (k) 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 changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such other changes or
additions shall not adversely affect the interests of the Holders of Securities of any series or Tranche in any material respect. 
 Without
limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and 
 (x) if any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions,
or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the
Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such changes or additional provisions; or 
 (y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date of the
execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof. 
 SECTION 1202. SUPPLEMENTAL INDENTURES
WITH CONSENT OF HOLDERS. 
 With the consent of the Holders of a majority in aggregate principal amount of the Securities of all series then
Outstanding under this Indenture, considered as one class, 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 modifying in any manner the rights of the Holders of Securities of such series under the Indenture; provided,
however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series
shall have been issued in more than one Tranche and if the proposed 

  

 43 








 
supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall:

 (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on (except as provided
in Section 312 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon
the redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 802, or change the coin or currency (or other
property) in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Security (or, in the case of redemption, on or
after the Redemption Date), without, in any such case, the consent of the Holder of such Security, or 
 (b) reduce the
percentage in principal amount of the Outstanding Securities of any series, or any Tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any
waiver of compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in any such case, the consent of the Holders of each
Outstanding Security of such series or Tranche, or 
 (c) modify any of the provisions of this Section, Section 607 or
Section 813 with respect to the Securities of any series, or any Tranche thereof, except to increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in this Section or the deletion of this proviso, in accordance with the requirements of Sections 911(b), and 1201(h). 
 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 one or
more Tranches thereof, 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 or Tranche. 
 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. A waiver by a Holder of such Holder’s right to consent under this Section shall be deemed to be a consent of such Holder. 
 SECTION 1203. 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 entitled to receive, and (subject to
Section 901) 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. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise. 
 SECTION
1204. 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. Any
supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for all purposes. 
  

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 SECTION 1205. CONFORMITY WITH TRUST INDENTURE ACT. 
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

 SECTION 1206. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. 
 Securities of any series, or any Tranche thereof, 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, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. 
 SECTION 1207. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE. 
 If the terms of any particular series of Securities shall have been established in a Board Resolution or an Officer’s Certificate pursuant to a Board Resolution as contemplated by Section 301, and not in an indenture supplemental
hereto, additions to, changes in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided, however,
that such supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth in this Indenture which would be required to be satisfied if such additions, changes
or elimination were contained in a supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Section 1204 and 1206. 
 ARTICLE THIRTEEN 
 MEETINGS OF HOLDERS; ACTION WITHOUT MEETING 
 SECTION
1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. 
 A meeting of Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series or Tranches. 
 SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS. 
 (a) The Trustee may at any time call a meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, for any
purpose specified in Section 1301, to be held at such time and at such place in St. Louis, Missouri, as the Trustee shall determine, or, with the approval of the Company, at any other place. Notice of every such meeting, setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

 (b) If the Trustee may be asked to call a meeting of the Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, by the Company or by the Holders of 33% in aggregate principal amount of all of such series and Tranches, considered as one class, for any purpose specified in Section 1301, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting and the Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series and Tranches, in the principal amount above specified, 

  

 45 








 
as the case may be, may determine the time and the place in St. Louis, Missouri, or in such other place as shall be determined or approved by the Company,
for such meeting and may call such meeting for such purposes by giving notice thereof as provided in Subsection (a) of this Section. 
 (c) Any meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, shall be valid without notice if the Holders of all Outstanding Securities of such series or Tranches are present in person or by
proxy and if representatives of the Company and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all Outstanding Securities of such series, or any Tranche or Tranches thereof, or by such of
them as are not present at the meeting in person or by proxy, and by the Company and the Trustee. 
 SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.

 To be entitled to vote at any meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, a
Person shall be (a) a Holder of one or more Outstanding Securities of such series or Tranches, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series or
Tranches by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel. 
 SECTION 1304. QUORUM; ACTION. 
 The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect to which a
meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of such series and Tranches; provided, however, that if any action is to be taken at such meeting
which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, the Persons
entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of Securities of such series and Tranches, be dissolved. In any other case the meeting may be adjourned for such period as may be determined by the chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Except as provided by Section 1305(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided in Section 1302(a) not less than 10 days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series and Tranches which shall constitute a
quorum. 
 Except as limited by Section 1202, any resolution presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class. 
 Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities of the series and Tranches with respect to which such meeting shall
have been held, whether or not present or represented at the meeting. 
  

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 SECTION 1305. ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS. 
 (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in
effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. 
 (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities and the appointment of any proxy
shall each be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
 (c) The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 1302(b), in which case the Company or the Holders of Securities of the series and
Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class. 
 (d) At any
meeting each Holder or proxy shall be entitled to one vote for each $1 principal amount of Outstanding Securities held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. 
 (e) Any meeting duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice. 
 SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. 
 The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record of the proceedings of each meeting of Holders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated. 
  

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 SECTION 1307. ACTION WITHOUT MEETING. 
 In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders by
written instruments as provided in Section 104. 
 ARTICLE FOURTEEN 
 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS 
 SECTION 1401. LIABILITY SOLELY
CORPORATE. 
 No recourse shall be had for the payment of the principal of or premium, if any, or interest, if any, on any Securities, or any
part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, shareholder, officer or director,
as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or
be incurred by, any incorporator, shareholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such
personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities. 
 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. 
  

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

					
		 		 	LACLEDE GAS COMPANY
			
	 	 	By:	 	   
		 	Name:	 	
		 	Title:	 	

  

					
	ATTEST:	 		 	
			
	 	 		 	 
	Secretary	 		 	
	(SEAL)	 		 	

  

					
		 		 	 ,
 Trustee

			
	 	 	By:	 	   
		 	Name:	 	
		 	Title:	 	

  

					
	ATTEST:	 		 	
			
	 	 		 	 
	(SEAL)	 		 	

  

 49 








 State of Missouri ) 
 ) ss. 
 City of St. Louis ) 
 On this
day of              , 20         before me
appeared                                 , to me personally known, who, being by me duly
sworn did say that he is the President of Laclede Gas Company, the corporation described in and which executed the foregoing instrument, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said President acknowledged said instrument to be the free act and deed of said corporation. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in my office in the City of St. Louis, Missouri, the day and year last above
written. 
 My commission expires                 . 
 Notary Public 
 State of Missouri 
 (SEAL) 
  

			
	 State of
	  	 )

		  	 ) ss.

	 County of
	  	 )


 On this day of              ,
20     before me appeared                                  to me
personally known, who, being by me duly sworn did say that (s)he is a              of
                     , the national banking association described in and which executed the foregoing instrument, and that the seal affixed to the
foregoing instrument is the seal of said association and that said instrument was signed and sealed in behalf of said association by authority of its board of directors, and said acknowledged said instrument to be the free act and deed of said
association. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in my office in the County of
                ,                 , the day and year last above written. 
 My commission expires                 . 
 Notary Public 
 (SEAL) 
  

 50