Exhibit 4.1


 





 



 


BLACK HILLS CORPORATION


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


AS TRUSTEE


 


NINTH SUPPLEMENTAL INDENTURE


 


DATED AS OF


 


JUNE
17, 2020


 


$400,000,000 2.500% NOTES DUE 2030


 





 



 






     


     


    

 







NINTH SUPPLEMENTAL INDENTURE dated as of June
17, 2020 (this “Supplemental Indenture”), to the Indenture dated as of May 21, 2003 (the “Base Indenture”
and, as supplemented by the First Supplemental Indenture dated as of May 21, 2003, the Second Supplemental Indenture dated as of
May 14, 2009, the Third Supplemental Indenture dated as of July 16, 2010, the Fourth Supplemental Indenture dated as of November 19,
2013, the Fifth Supplemental Indenture dated as of January 13, 2016, the Sixth Supplemental Indenture dated as of August 19, 2016,
the Seventh Supplemental Indenture dated as of August 27, 2018, the Eighth Supplemental Indenture dated as of October 3, 2019 and
as further supplemented, amended or modified, the “Indenture”), by and between BLACK HILLS CORPORATION, a South
Dakota corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America (as successor to LaSalle Bank National Association), as trustee
(the “Trustee”).


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the Holders of the Notes (as defined below):


 


WHEREAS, the Company and the Trustee have
duly authorized the execution and delivery of the Indenture to provide for the issuance from time to time of senior debt securities
(the “Securities”) to be issued in one or more series as in the Indenture provided;


 


WHEREAS, the Company has appointed the Trustee
as successor trustee under the Indenture, and the Trustee has accepted such appointment, pursuant to the Agreement of Resignation,
Appointment and Acceptance dated as of February 17, 2009, among Bank of America, N.A. (as successor by merger to LaSalle Bank National
Association), the Trustee and the Company;


 


WHEREAS, the Company desires and has requested
the Trustee to join the Company in the execution and delivery of this Supplemental Indenture in order to establish and provide
for the issuance by the Company of a series of Securities designated as its 2.500% Notes due 2030 in an initial aggregate
principal amount of $400,000,000, substantially in the form attached hereto as Exhibit A (the “Notes”)
on the terms set forth herein;


 


WHEREAS, Section 3.1 of the Base Indenture
provides that a supplemental indenture may be entered into by the Company and the Trustee for such purpose provided certain conditions
are met;


 


WHEREAS, the conditions set forth in the Indenture
for the execution and delivery of this Supplemental Indenture have been complied with; and


 


WHEREAS, all things necessary to make this
Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of,
and supplement to, the Indenture have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the
purchase and acceptance of the Notes by the holders thereof, the Company covenants and agrees with the Trustee, for the equal
and ratable benefit of the Holders, that the Indenture is supplemented and amended, to the extent expressed herein, as
follows:


 






     


     


    

 


ARTICLE
I


 

Scope of Supplemental Indenture; General


 


This Supplemental Indenture supplements and,
to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made.


 


The changes, modifications and supplements
to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the
Notes, which shall initially be in an aggregate principal amount of $400,000,000, the amount of which may be increased pursuant
to an Officers’ Certificate in accordance with this Supplemental Indenture, and shall not apply to any other Securities that
may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates
such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a
series of Securities under the Indenture entitled “2.500% Notes due 2030.” The Notes shall be in the form of Exhibit A
hereto.


 


In the event that the Company shall issue
and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes,
“Additional Securities”), the Company shall use its best efforts to obtain the same “CUSIP” number
for such Additional Securities as is printed on the Notes outstanding at such time; provided, however, that if any
Additional Securities issued under this Supplemental Indenture subsequent to the Issue Date are determined not to be fungible with
the Notes issued on the Issue Date for U.S. federal income tax purposes, the Company will obtain a “CUSIP” number for
such Additional Securities that is different than the “CUSIP” number printed on the Notes issued on the Issue Date.
If a different “CUSIP” number is obtained as contemplated herein, all Notes issued under this Supplemental Indenture
and Outstanding shall nonetheless vote and consent together on all matters as one series of Securities under the Indenture.


 


ARTICLE
II


 

Certain Definitions


 


The following terms have the meanings set
forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms
in the Indenture. To the extent terms defined herein differ from the Indenture, the terms defined herein shall govern.


 


“Assets” of any Person
means the whole or any part of its business, property, assets, cash and receivables.


 






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“Change of Control”
means the occurrence of any of the following: (i) the consummation of any transaction (including any merger or
consolidation) the result of which is that any person becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than 50% of the voting power of the then
outstanding Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified,
consolidated, exchanged or changed, (ii) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of
the assets of the Company and the Subsidiaries taken as a whole to any person other than the Company or one of the
Subsidiaries, (iii) the merger or consolidation of the Company with or into any person or the merger or consolidation of
any person with or into the Company, in any such event pursuant to a transaction in which any of the outstanding shares of
the Voting Stock of the Company or the Voting Stock of such other person is converted into or exchanged for cash, securities
or other property, other than any such transaction in which the shares of Voting Stock of the Company outstanding immediately
prior to such transaction constitute, or are converted into or exchanged for, shares representing more than 50% of the voting
power of the Voting Stock of the resulting or surviving person or any direct or indirect parent company of the resulting or
surviving person immediately after giving effect to such transaction, or (iv) the adoption of a plan providing for the
liquidation or dissolution of the Company. Notwithstanding the foregoing, a transaction will not be deemed to involve a
Change of Control under clause (i) above if (a) the Company becomes a direct or indirect wholly owned subsidiary of a
holding company and (b)(x) the direct or indirect holders of the Voting Stock of such holding company immediately
following such transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to
such transaction or (y) immediately following such transaction no person (other than a holding company satisfying the
requirements of this sentence) is the beneficial owner, directly or indirectly, of shares representing more than 50% of the
voting power of the Voting Stock of such holding company. The term “person,” as used in this definition, has the
meaning given thereto in Section 13(d)(3) of the Exchange Act.


 


“Change of Control Offer”
has the meaning specified in Section 4.2.


 


“Change of Control Payment”
has the meaning specified in Section 4.2.


 


“Change of Control Payment Date”
has the meaning specified in Section 4.2.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable
to the remaining term from the Redemption Date to the stated maturity date of the Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes to be redeemed (assuming, for this purpose, such Notes mature on the
Par Call Date).


 


“Comparable Treasury
Price” means with respect to any Redemption Date for the Notes, (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
(2) if fewer than four such Reference Treasury Dealer Quotations are obtained, the average of all such Reference
Treasury Dealer Quotations, or (3) if only one Reference Treasury Dealer Quotation is obtained, such Reference Treasury
Dealer Quotation, in each case determined by the Quotation Agent.


 






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“Consolidated Capitalization”
means, as of any date of determination, the sum obtained by adding (i) Consolidated Shareholders’ Equity; (ii) Consolidated
Indebtedness (exclusive of any that is due and payable within one year of the date such sum is determined); and, without duplication,
(iii) any preference or preferred stock of the Company or any Consolidated Subsidiary that is subject to mandatory redemption
or sinking fund provisions.


 


“Consolidated Indebtedness”
means, as of any date of determination, total indebtedness as shown on the consolidated balance sheet of the Company and the Consolidated
Subsidiaries.


 


“Consolidated Shareholders’
Equity” means, as of any date of determination, the total Assets of the Company and the Consolidated Subsidiaries less
all liabilities of the Company and its Consolidated Subsidiaries that would, in accordance with generally accepted accounting principles
in the United States (as in effect on the date of this Supplemental Indenture), be classified on a balance sheet as liabilities,
including (i) indebtedness secured by property of the Company or any of the Consolidated Subsidiaries whether or not the Company
or such Consolidated Subsidiary is liable for the payment of such indebtedness unless, in the case that the Company or such Consolidated
Subsidiary is not so liable, such property has not been included among the Assets of the Company or such Consolidated Subsidiary
on such balance sheet, (ii) deferred liabilities and (iii) indebtedness of the Company or any of the Consolidated Subsidiaries
that is expressly subordinated in right and priority of payment to other liabilities of the Company or such Consolidated Subsidiary.
As used in this definition, “liabilities” includes preference or preferred stock of the Company or any Consolidated
Subsidiary only to the extent of any such preference or preferred stock that is subject to mandatory redemption or sinking fund
provisions.


 


“Consolidated Subsidiary”
means, at any date, any Subsidiary the financial statements of which under generally accepted accounting principles in the United
States (as in effect on the date of this Supplemental Indenture) would be consolidated with those of the Company in its consolidated
financial statements as of such date.


 


“DTC” means The Depository
Trust Company.


 


“Event of Default” has
the meaning specified in Section 5.1.


 


“Fitch” means Fitch Ratings,
Inc., and its successors.


 


“Holder” means the Person
in whose name a Note is registered in the books of the Security Registrar for the Notes.


 


“Indebtedness” means
(i) all indebtedness, whether or not represented by bonds, debentures, notes or other securities, incurred, created or
assumed by the Company or any Subsidiary for the repayment of money borrowed, (ii) all indebtedness for money borrowed
secured by a lien upon property owned by the Company or any Subsidiary, regardless of whether the Company or such Subsidiary
has assumed or otherwise become liable for the payment of such indebtedness for money borrowed, and (iii) all indebtedness of
others for money borrowed that is guaranteed as to payment of principal or interest by the Company or any Subsidiary or in
effect guaranteed by the Company or such Subsidiary through a contingent agreement to purchase such indebtedness or through
any “keep-well” or similar agreement to be directly or indirectly liable for the repayment of such
indebtedness.


 






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“Investment Grade Rating”
means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or agencies selected
by the Company.


 


“Issue Date” means the
date on which the Notes are originally issued under this Supplemental Indenture.


 


“Moody’s” means Moody’s
Investors Service, Inc., and its successors.


 


“Par Call Date” means March
15, 2030.


 


“Primary Treasury Dealer”
has the meaning assigned to such term in the definition of Reference Treasury Dealer.


 


“Quotation Agent” means
one of the Reference Treasury Dealers selected by the Company.


 


“Rating Agencies” means
(i) each of Fitch, Moody’s and S&P and (ii) if any two or more of Fitch, Moody’s or S&P ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by
the Company (as certified by a Board Resolution) as a replacement agency for Fitch, Moody’s or S&P, as the case may be.


 


“Rating Event” means the
rating of the Notes is lowered by at least two of the Rating Agencies and the Notes are rated below an Investment Grade Rating
by at least two of the Rating Agencies, on any day during the period (which period will be extended so long as the rating of the
Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days
prior to the first public notice of the occurrence of a Change of Control or the intention of the Company to effect a Change of
Control and ending 60 days following the consummation of such Change of Control.


 


“Reference Treasury Dealer”
means each of (i) Wells Fargo Securities, LLC, J.P. Morgan Securities, LLC and RBC Capital Markets, LLC or their respective
affiliates or successors which are primary U.S. Government securities dealers in the United States (a “Primary Treasury
Dealer”) and (ii) three other Primary Treasury Dealers appointed by the Company at the time of any redemption; provided,
however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, the Company
shall substitute therefor another Primary Treasury Dealer.


 






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“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent,
of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.


 


“S&P” means S&P
Global Ratings, a division of S&P Global Inc., and its successors.


 


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


 


“Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield
to maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


 


“Voting Stock” means, with
respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date,
stock, partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity
interest that ordinarily (without regard to the occurrence of any contingency) has voting power for the election of directors,
managers or trustees of such person, whether at all times or only so long as no senior class of stock has that voting power by
reason of any contingency.


 


“Trustee” means the party
named as such above until a successor replaces such party in accordance with the applicable provisions of the Indenture and thereafter
means the successor serving hereunder.


 


ARTICLE
III


 

The Notes


 


Section 3.1           
Payments of Principal and Interest.


 


The Notes shall bear interest from and including
June 17, 2020, to but excluding the date of Maturity, at the rate of 2.500% per annum. The Notes shall mature at 100% of their
principal amount on June 15, 2030. The Company shall pay interest on the Notes semi-annually on June 15 and December 15 of each
year, commencing December 15, 2020, to the Person in whose name any such Note or any predecessor Note is registered in the Security
Register at the close of business on the last day of the month preceding such Interest Payment Date.


 


The Company initially authorizes the Trustee
to act as Paying Agent and Security Registrar for the Notes.


 






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Section 3.2           
Optional Redemption.


 


Subject to the provisions of Article XI of
the Base Indenture, the Notes shall be redeemable at the option of the Company, in whole or in part at any time and from time to
time, (i) prior to the Par Call Date, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the Notes
to be redeemed plus accrued and unpaid interest (if any) to but excluding the Redemption Date and (b) the sum, as determined by
the Quotation Agent, of the present values of the principal amount of the Notes to be redeemed, together with remaining scheduled
payments of interest (exclusive of accrued and unpaid interest (if any) to but excluding the Redemption Date) from the Redemption
Date to the Par Call Date, in each case discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting
of twelve 30-day months, at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest (if any) on the principal
amount of the Notes being redeemed to but excluding the Redemption Date and (ii) on or after the Par Call Date, at a Redemption
Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed
to but excluding the Redemption Date.


 


If the Company elects to redeem all or any
part of the Notes, the Company will mail by first-class mail or deliver in accordance with DTC procedures a notice of redemption
to each Holder of the Notes to be redeemed (with a copy to the Trustee) at least 15 days before the Redemption Date. To the extent
that the Trustee shall deliver such notice, the Company will deliver such notice to the Trustee at least 30 days prior to the Redemption
Date or such shorter period as may be reasonably acceptable to the Trustee. If the exact Redemption Price is not known at the time
of the mailing or delivery of such notice of redemption, then such notice of redemption need not specify the exact Redemption Price
and, instead, may describe how the Redemption Price will be calculated. In that case, the Company will notify the Trustee of the
Redemption Price with respect to any redemption promptly after the calculation, and the Trustee will not be responsible for such
calculation.


 


Section 3.3           
No Sinking Fund.


 


The Notes shall not be entitled to the benefit
of any sinking fund.


 


Section 3.4           
Book Entry, Delivery and Form.


 


The Notes shall initially be issued in the
form of one or more Global Securities (the “Global Notes”). The Global Notes shall initially be deposited on
or about the Issue Date with, or on behalf of, DTC (the “Depositary”) and registered in the name of Cede &
Co., as nominee of the Depositary.


 


Section 3.5           
Form of Legend for Global Note.


 


In addition to the legend set forth in Section
2.2 of the Base Indenture, every Global Note authenticated and delivered hereunder shall bear a legend substantially in the following
form:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 






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Section 3.6           
Defeasance.


 


Article XIII, including Sections 13.2
and 13.3, of the Base Indenture shall apply to the Notes.


 


Section 3.7           
No Additional Amounts.


 


The Company will not pay any additional amounts
on the Notes to compensate any beneficial owner for any United States tax withheld from payments on the Notes.


 


ARTICLE
IV


 

Covenants


 


Section 4.1           
Limitations on Liens.


 


So long as any Notes are Outstanding, neither
the Company nor any Subsidiary shall mortgage, pledge, grant a security interest in or hypothecate, or permit any mortgage, pledge,
security interest, lien or other encumbrance upon, any capital stock of any Subsidiary now or hereafter owned directly or indirectly
by the Company or any Subsidiary, to secure any Indebtedness without concurrently making effective provision whereby the Outstanding
Notes shall (so long as such other Indebtedness shall be so secured) be equally and ratably secured with any and all such other
Indebtedness and any other indebtedness similarly entitled to be equally and ratably secured; provided, however,
that this restriction shall not apply to, or prevent the creation of:


 


(1)         
any mortgage, pledge, security interest, lien or encumbrance existing on the Issue Date;


 


(2)         
any mortgage, pledge, security interest, lien or encumbrance upon any capital stock created at the time of the acquisition
of such capital stock by the Company or any Subsidiary or within one year after such time to secure all or a portion of the purchase
price for such capital stock;


 


(3)          any
mortgage, pledge, security interest, lien or encumbrance upon any capital stock existing thereon at the time of the
acquisition of such capital stock by the Company or any Subsidiary, whether or not the obligations secured thereby are
assumed by the Company or such Subsidiary, other than any mortgage, pledge, security interest, lien or encumbrance created in
connection with or in anticipation of such acquisition not for the purpose of securing the purchase price for such capital
stock;


 






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(4)          
any mortgage, pledge, security interest, lien or encumbrance upon any capital stock to secure or provide for the
acquisition, construction, improvement, expansion or development of property by the Company or any Subsidiary; provided
that such mortgage, pledge, security interest, lien or encumbrance may not extend to or cover any other property of the Company
or any Subsidiary that is not the subject of the related financing;


 


(5)          
any mortgage, pledge, security interest, lien or encumbrance upon any limited liability company interest of Black
Hills Wyoming, LLC (or any of its direct or indirect Subsidiaries); provided that such mortgage, pledge, security interest, lien
or encumbrance may not extend to or cover any other property of the Company or any Subsidiary that is not the subject of such refinancing;


 


(6)          
so long as no additional property of the Company or any Subsidiary is encumbered or made subject to a mortgage,
pledge, security interest, lien or other encumbrance, any mortgage, pledge, security interest, lien or encumbrance granted in
connection with (a) extending, renewing, replacing or refinancing in whole or in part the Indebtedness secured by any mortgage,
pledge, security interest, lien or encumbrance described in the foregoing clauses (1) through (5) or (b) any transaction
or series of related transactions involving separate projects pursuant to which any of the mortgages, pledges, security interests,
liens or encumbrances described in the foregoing clauses (1) through (5) are combined or aggregated; provided, that,
for purposes of this subclause (b), all of the Indebtedness secured by such mortgages, pledges, security interests, liens
or encumbrances immediately prior to such transaction or series of related transactions is repaid in connection therewith; provided further,
that, for purposes of this subclause (b), the aggregate amount of Indebtedness secured by such combined or aggregated mortgages,
pledges, security interests, liens or other encumbrances does not exceed the sum of (x) the aggregate amount of extended, renewed,
replaced or refinanced Indebtedness secured by such mortgages, pledges, security interests, liens or encumbrances outstanding
immediately prior to such transaction or series of related transactions and (y) 5% of Consolidated Capitalization, less the total
amount of all Indebtedness then outstanding that has been incurred and secured pursuant to this subclause (y) in any prior, separate
transactions or series of related transactions;


 


(7)           any
mortgage, pledge, security interest, lien or encumbrance upon any capital stock now or hereafter owned by the Company or any
Subsidiary to secure any Indebtedness, which would otherwise be subject to the foregoing restriction and not otherwise
permitted under any of the foregoing clauses (1) through (6), in an aggregate principal amount which, together with the
amount of all other such Indebtedness then outstanding that has been incurred and secured under this clause (7), does not at
the time of the creation of such mortgage, pledge, security interest, lien or encumbrance exceed 5% of Consolidated
Capitalization; or


 






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(8)         
any judgment, levy, execution, attachment or other similar lien arising in connection with court proceedings, provided
that:


 


(a)              
the execution or enforcement of each such lien is effectively stayed within 60 days after entry of the corresponding
judgment (or the corresponding judgment has been discharged within such 60-day period) and the claims secured thereby are being
contested in good faith by appropriate proceedings timely commenced and diligently prosecuted;


 


(b)              
the payment of each such lien is covered in full by insurance provided by a third party and the insurance company
has not denied or contested coverage thereof; or


 


(c)              
each such lien is adequately bonded within 60 days of the creation of such lien.


 


In case the Company shall propose to mortgage,
pledge, grant a security interest in or hypothecate any capital stock of any Subsidiary owned directly or indirectly by the Company
or any Subsidiary to secure any Indebtedness, other than as permitted by clauses (1) to (7), inclusive, of this Section 4.1, the
Company shall prior thereto give written notice thereof to the Trustee, and the Company shall prior to or simultaneously with such
mortgage, pledge, grant of security interest or hypothecation, by supplemental indenture executed by the Company and the Trustee
(or to the extent legally necessary by another trustee or an additional or separate trustee), in form satisfactory to the Trustee,
effectively secure (for so long as such other Indebtedness shall be so secured) all the Outstanding Notes equally and ratably with
such Indebtedness and with any other indebtedness similarly entitled to be equally and ratably secured.


 


Section 4.2          
Change of Control.


 


If a Change of Control Triggering Event occurs
with respect to the Notes, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below
(a “Change of Control Offer”) on the terms set forth in this Section 4.2. In a Change of Control Offer,
the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and
unpaid interest (if any) on the Notes repurchased, to but excluding the date of repurchase (the “Change of Control Payment”),
subject to the right of Holders of record on the relevant Record Date to receive interest on the corresponding Interest Payment
Date.


 


Within 30 days following any Change of
Control Triggering Event (unless the Company has previously mailed or delivered a redemption notice with respect to all
Outstanding Notes pursuant to Section 3.2 of this Supplemental Indenture) or, at the option of the Company, prior to any
Change of Control Triggering Event but after public announcement of the transaction or transactions that constitute or may
constitute the Change of Control, the Company shall mail by first-class mail or deliver in accordance with DTC procedures a
notice to each Holder of the Notes (with a copy to the Trustee), which notice shall:


 


(1)         
describe the circumstances and relevant facts regarding the Change of Control Triggering Event;


 






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(2)          
offer to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and
no later than 60 days following the date such notice is mailed or delivered (the “Change of Control Payment Date”),
pursuant to the procedures required by the Indenture and described in such notice, which offer will constitute the Change of Control
Offer; and


 


(3)          
if mailed or delivered prior to the date on which the Change of Control Triggering Event occurs, state that the Change
of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control
Payment Date.


 


On the Change of Control Payment Date, the
Company shall, to the extent lawful:


 


(1)          
accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control
Offer;


 


(2)          
deposit with the Paying Agent an amount equal to the applicable Change of Control Payment in respect of all Notes
or portions of Notes properly tendered; and


 


(3)          
deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions of Notes being repurchased.


 


Holders electing to have any Notes repurchased
shall be required to surrender the Notes, with an appropriate form duly completed, to the Company at the address specified in the
notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives, not later than one Business Day prior to the Change of Control Payment Date, a written
notice (including by facsimile or other electronic transmission) setting forth the name of the Holder, the principal amount of
the Notes which were delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have
such Notes purchased.


 


On the Change of Control Payment Date, all
Notes purchased by the Company under this Section 4.2 shall be delivered by the Company to the Trustee for cancellation, and
the Company shall pay the Change of Control Payment to the Holders entitled thereto.


 


Notwithstanding the foregoing provisions
of this Section 4.2, the Company shall not be required to make a Change of Control Offer upon the occurrence of a Change
of Control Triggering Event if a third party makes a Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements for a Change of Control Offer made by the Company and the third party purchases all Notes
properly tendered and not withdrawn under such Change of Control Offer.


 






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The Company shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations
are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.2, the Company shall
comply with the applicable securities laws and regulations. The Company shall not be deemed to have breached its obligations under
this Section 4.2 by virtue of such compliance.


 


Notwithstanding anything to the contrary contained
in the Indenture, the Trustee may enter into a supplemental indenture for the purpose of waiving or modifying the provisions of
this Section 4.2 with respect to the Notes with the written consent of the Holders of a majority in principal amount of the
Outstanding Notes.


 


ARTICLE
V


 

Remedies


 


Section 5.1          
Events of Default.


 


“Event of Default” means,
with respect to any Note, any one or more of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):


 


(a)              
default in the payment of the principal of such Note at its Maturity, or any Change of Control Payment with respect
to such Note on any Change of Control Payment Date;


 


(b)              
default in the payment of any interest upon such Note when it becomes due and payable, and continuance of such default
for a period of 30 days;


 


(c)               default
in the performance, or breach, of any covenant or warranty of the Company in this Supplemental Indenture or the Indenture
(other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 5.1
specifically addressed or which has expressly been included in the Indenture solely for the benefit of one or more series of
Securities other than the Notes), and continuance of such default or breach 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 25% in principal amount of the Outstanding Notes 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 (without giving effect to any
applicable grace period with respect to such covenant or warranty);


 






    	 	12	 



     


    

 


(d)              
the entry by a court having jurisdiction in the premises of (i) 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 (ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
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, assignee, trustee, sequestrator or other similar official of the Company
or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any
such decree or order for relief or any such other decree or order 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 a bankrupt or insolvent, or
the consent by it to the entry of 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 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 other 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 taking of corporate action by the Company in
furtherance of any such action.


 


References to Section 5.1(5) and 5.1(6) in Section 5.2
of the Base Indenture shall, for purposes of the Notes, be amended to refer to Sections 5.1(d) and 5.1(e) above.


 


ARTICLE
VI


 

Miscellaneous


 


Section 6.1           
Governing Law.


 


This Supplemental Indenture and the Notes
shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to such State’s
conflicts of laws principles.


 






    	 	13	 



     


    

 


Section 6.2           
Ratification of Indenture.


 


Except as expressly modified or amended hereby,
the Indenture continues in full force and effect and is in all respects confirmed, ratified and preserved.


 


Section 6.3           
Trustee.


 


The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture. The statements and recitals herein are deemed to be those of the Company
and not of the Trustee.


 


Delivery of reports, information and documents
to the Trustee with respect to the Notes pursuant to the Indenture is for informational purposes only and its receipt of such reports
shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of the Company’s covenants contained in the Indenture or the Notes (as
to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor
or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants contained in the Indenture or
with respect to any reports or other documents filed with the Securities and Exchange Commission.


 


Section 6.4           
Counterparts.


 


This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the
same instrument.


 


Section 6.5           
Separability.


 


In case any provision in this Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 6.6           
Cancellation.


 


All Notes surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and
shall be promptly canceled by the Trustee in accordance with the Trustee’s customary procedures. The Company may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Notes previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly
canceled by the Trustee in accordance with the Trustee’s customary procedures. No Notes shall be authenticated in lieu of
or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by the Indenture. Evidence of
the destruction of any cancelled Notes shall be delivered to the Company upon its written request.


 






    	 	14	 



     


    

 


Section 6.7           
Force Majeure.


 


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


 


Section 6.8           
U.S.A. Patriot Act.


 


The Company acknowledges that in accordance
with the Customer Identification Program (CIP) requirements under the U.S.A. PATRIOT Act and its implementing regulations, the
Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company hereby
agrees that it shall provide the Trustee with such information as the Trustee may request including, but not limited to, the Company’s
name, physical address, tax identification number and other information that will help the Trustee identify and verify the Company’s
identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying
information.


 


Section 6.9           
Jury Waiver.


 


Each of the Company and the Trustee irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to the Indenture, this Supplemental Indenture and the Notes, or the transactions contemplated thereby.


 






    	 	15	 



     


    

 


IN WITNESS WHEREOF, the parties have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	BLACK HILLS CORPORATION
	 	 	 
	 	By:  	/s/ Richard W. Kinzley
	 	 	Name: 	Richard W. Kinzley
	 	 	Title: 	Senior Vice President and Chief Financial Officer



 


Signature Page
to Ninth Supplemental Indenture


 






    	 	 	 



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By: 	/s/ Patrick T. Giordano
	 	 	Name:	Patrick T. Giordano
	 	 	Title:	Vice President



 


Signature Page
to Ninth Supplemental Indenture


 






    	 	 	 



     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Face of Security]


 


[If this Security is a Global Note, insert:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 






    	 	 	 



     


    







 


CUSIP No.: 092113AT6


ISIN No.: US092113AT65


	No. _____	$___________



 


2.500% Notes due 2030


 


BLACK HILLS CORPORATION


 


BLACK HILLS CORPORATION, a South Dakota corporation
(the “Company”), for value received, hereby promises to pay to ____________ or registered assigns the principal
sum of _________ DOLLARS on June 15 , 2030 (the “Stated Maturity Date”), unless earlier redeemed at the option
of the Company as provided herein, and to pay interest thereon from June 17, 2020, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year (each, an “Interest
Payment Date”), commencing December 15, 2020, at the rate of 2.500% per annum, until the principal hereof is paid or
duly provided for. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the
Indenture referred to the reverse of this Security.


 


The interest payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the last day of the month (whether or
not a Business Day) preceding such Interest Payment Date at the office or agency of the Company maintained for such purpose. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.


 


The principal of this Security payable on
the Stated Maturity Date, or the Redemption Price payable on a Redemption Date, if any, or the Change of Control Payment payable
on a Change of Control Payment Date, if any, will be paid against presentation of this Security at the office or agency of the
Company maintained for that purpose in Minneapolis, Minnesota, in such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.


 






    	 	A-2	 



     


    

 


Interest payable on this Security on any
Interest Payment Date and on the Stated Maturity Date or any Redemption Date or any Change of Control Payment Date, as the
case may be, will include interest accrued from and including the next preceding Interest Payment Date in respect of which
interest has been paid or duly provided for (or from and including June 17, 2020, if no interest has been paid on this
Security) to but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date or Change of Control
Payment Date, as the case may be. If any Interest Payment Date or the Stated Maturity Date or any Redemption Date or any
Change of Control Payment Date falls on a day that is not a Business Day, the payment due on such date will be paid on the
next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no
interest shall accrue on the amount so payable for the period from and after the date such payment was due.
“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which
banking institutions in New York, New York, are authorized or obligated by law or executive order to close.


 


[If this Security is a Global Note, insert:
All payments due in respect of this Security will be made by the Company in immediately available funds.]


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the Certificate of Authentication hereon
has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.


 






    	 	A-3	 



     


    

 


IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed.


 


	Dated:	 
	 	 
	 	BLACK HILLS CORPORATION
	 	 
	 	By:  	              
	 	 	Name:  
	                            	 	Title:


 


	Attest:	 
	 	 	 
	By: 	                            	                             
	 	Name:	 
	 	Title:	 


 






    	 	A-4	 



     


    

 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Trustee


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee



	 	 	 
	 	By:  	              
	 	 	Name:
	 	 	Title:



 






    	 	A-5	 



     


    

 


[Reverse of Security]


 


BLACK HILLS CORPORATION


 


2.500% Notes due 2030


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture dated as of May 21, 2003 (the “Base Indenture”), as supplemented by the First Supplemental
Indenture dated as of May 21, 2003, the Second Supplemental Indenture dated as of May 14, 2009, the Third Supplemental Indenture
dated as of July 16, 2010, the Fourth Supplemental Indenture dated as of November 19, 2013, the Fifth Supplemental Indenture
dated as of January 13, 2016, the Sixth Supplemental Indenture dated as of August 19, 2016, the Seventh Supplemental Indenture
dated as of August 17, 2018, the Eighth Supplemental Indenture dated as of October 3, 2019 and the Ninth Supplemental Indenture
dated as of June 17, 2020 (as so supplemented, herein called the “Indenture”), each between the Company and
Wells Fargo Bank, National Association ( as successor to LaSalle Bank National Association), as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture with respect to the series of which this Security is a part), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The aggregate principal amount of the Securities of this
series to be issued is initially limited to $400,000,000 (except for Securities authenticated and delivered upon transfer of, or
in exchange for, or in lieu of other Securities), which amount may be increased pursuant to an Officers’ Certificate in accordance
with the Ninth Supplemental Indenture referred to above. To the extent any provision of this Security conflicts with the express
provisions of the Base Indenture or the Ninth Supplemental Indenture thereto, the provisions of the Base Indenture or the Ninth
Supplemental Indenture thereto (as applicable) shall govern and be controlling.


 


If an Event of Default, as defined in the
Indenture, with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Securities of this series are
subject to redemption, at the option of the Company, in whole or in part at any time and from time to time (i) prior to
March 15, 2030 at a redemption price equal to the greater of (a) 100% of the principal amount of the Securities of this
series to be redeemed plus accrued and unpaid interest (if any) to the Redemption Date and (b) the sum, as determined by the
Quotation Agent, of the present values of the principal amount of the Securities of this series to be redeemed, together with
remaining scheduled payments of interest (exclusive of accrued and unpaid interest (if any) to but excluding the Redemption
Date) from the Redemption Date to March 15, 2030, in each case discounted to the Redemption Date on a semi-annual basis,
assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 30 basis points, plus accrued and
unpaid interest (if any) on the principal amount of the Securities of this series being redeemed to but excluding the
Redemption Date, and (ii) on or after March 15, 2030, at a Redemption Price equal to 100% of the principal amount of the
Securities of this series to be redeemed plus accrued and unpaid interest (if any) to but excluding the Redemption Date.


 






    	 	A-6	 



     


    

 


If the Company elects to redeem all or any
part of the Securities of this series, the Company will mail by first-class mail or deliver in accordance with DTC procedures a
notice of redemption to each Holder of the Securities to be redeemed (with a copy to the Trustee) at least 15 days before the Redemption
Date. To the extent that the Trustee shall deliver such notice, the Company will deliver such notice to Trustee at least 30 days
prior to the Redemption Date or such shorter period as may be reasonably acceptable to the Trustee.


 


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


 


If a Change of Control Triggering Event occurs
with respect to the Securities of this series, each Holder of the Securities of this series will have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s
Securities of this series in cash at a repurchase price equal to 101% of the aggregate principal amount of the Securities of this
series repurchased, plus accrued and unpaid interest (if any) on the Securities of this series repurchased, to but excluding the
date of repurchase, subject to the right of the Holders of record on the relevant Record Date to receive interest on the corresponding
Interest Payment Date, all as provided in the Indenture.


 


Article XIII, including Sections 13.1 and
13.2, of the Base Indenture will apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
not less than a majority of the aggregate principal amount of each series of Securities issued under the Indenture at the time
Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount, in certain instances, of the Outstanding Securities
of any series to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture
and their consequences.


 


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


 






    	 	A-7	 



     


    

 


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


 


As provided in the Indenture and subject to
certain limitations therein set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different
authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the
same.


 


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


 


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


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000.


 


No recourse shall be had for the payment of
the principal of or the Redemption Price or Change of Control Payment, if any, or the interest on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, employee, agent, officer, director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.


 


The Securities and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York, without giving effect to such State’s conflicts
of laws principles.


 






    	 	A-8	 



     


    

 





ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	 
	(Insert assignee’s soc. sec. or tax identification no.)
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
	



 


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


 


	 



 





	Date:	                        



 


	Your Signature:	 
	 	 
	(Sign exactly as your name appears on the face of this Security)



 


	Tax Identification No.:	 


 


	Signature Guarantee by:	 
	 	 
	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title: 	 	 



 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.