EX-4.7



 Exhibit 4.7 
  

 
 ONCOR ELECTRIC DELIVERY COMPANY,

 ISSUER 
 TO 

THE BANK OF NEW YORK, 
 TRUSTEE

  
  

INDENTURE (FOR UNSECURED DEBT SECURITIES) 

DATED AS OF AUGUST 1, 2002 
  

 
  







 ONCOR ELECTRIC DELIVERY COMPANY 

Reconciliation and tie between Trust Indenture Act of 1939 

and Indenture, dated as of August 1, 2002 
  

					
	Trust Indenture Act Section	  	Indenture Section
	 ss.310
	  	(a) (1)	  	1009
		  	(a) (2)	  	1009
		  	(a) (3)	  	1014
		  	(a) (4)	  	Not Applicable
		  	(b)	  	1008, 1010
	 ss.311
	  	(a)	  	1013
		  	(b)	  	1013
		  	(c)	  	Not Applicable
	 ss.312
	  	(a)	  	1101
		  	(b)	  	1101
		  	(c)	  	1101
	 ss.313
	  	(a)	  	1102
		  	(b) (1)	  	Not Applicable
		  	(b) (2)	  	1102
		  	(c)	  	1102
		  	(d)	  	1102
	 ss.314
	  	(a)	  	1102
		  	(a) (4)	  	705
		  	(b)	  	Not Applicable
		  	(c) (1)	  	102
		  	(c) (2)	  	102
		  	(c) (3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	102
	 ss.315 (a)
	  	(a)	  	1001
		  	(b)	  	1002
		  	(c)	  	1001
		  	(d)	  	1001
		  	(e)	  	914
	 ss.316 (a)
	  	(a)	  	912, 913
		  	(a) (1) (A)	  	902, 912
		  	(a) (1) (B)	  	913
		  	(a) (2)	  	Not Applicable
		  	(b)	  	908
	 ss.317
	  	(a) (1)	  	903
		  	(a) (2)	  	904
		  	(b)	  	703
	 ss.318
	  	(a)	  	107


  
 i 








 TABLE OF CONTENTS 
  

					
	 RECITALS OF THE COMPANY
	  	 	1	  
		
	 ARTICLE One Definitions and other Provisions of General Application
	  	 	1	  
		
	 SECTION 101.    Definitions.
	  	 	1	  
	 “1983 Mortgage”
	  	 	2	  
	 “2002 Indenture”
	  	 	2	  
	 “Act”
	  	 	2	  
	 “Affiliate”
	  	 	2	  
	 “Authenticating Agent”
	  	 	2	  
	 “Authorized Officer”
	  	 	2	  
	 “Benefitted Securities”
	  	 	2	  
	 “Board of Directors”
	  	 	2	  
	 “Board Resolution”
	  	 	2	  
	 “Business Day”
	  	 	2	  
	 “Capitalization”
	  	 	2	  
	 “Capitalized Lease Liabilities”
	  	 	2	  
	 “Class A Bonds”
	  	 	3	  
	 “Class A Mortgage”
	  	 	3	  
	 “Commission”
	  	 	3	  
	 “Company”
	  	 	3	  
	 “Company Order” or “Company Request”
	  	 	3	  
	 “Corporate Trust Office”
	  	 	3	  
	 “Corporation”
	  	 	3	  
	 “Debt”
	  	 	3	  
	 “Defaulted Interest”
	  	 	3	  
	 “Discount Security”
	  	 	3	  
	 “Dollar” or “$”
	  	 	3	  
	 “Electric Utility Property”
	  	 	3	  
	 “Eligible Obligations”
	  	 	4	  
	 “Event of Default”
	  	 	4	  
	 “Excepted Property”
	  	 	4	  
	 “Exchange Act”
	  	 	5	  
	 “Execution Date”
	  	 	5	  
	 “Expert”
	  	 	5	  
	 “Expert’s Certificate”
	  	 	5	  
	 “Fair Value”
	  	 	5	  
	 “Governmental Authority”
	  	 	5	  
	 “Government Obligations”
	  	 	6	  
	 “Holder”
	  	 	6	  
	 “Indenture”
	  	 	6	  
	 “Independent”
	  	 	6	  
	 “Independent Expert’s Certificate”
	  	 	6	  
	 “Interest”
	  	 	6	  
	 “Interest Payment Date”
	  	 	6	  
	 “Investment Securities”
	  	 	6	  
	 “Lien”
	  	 	7	  
	 “Maturity”
	  	 	7	  
	 “Net Tangible Assets”
	  	 	7	  
	 “Notice of Default”
	  	 	7	  


  
 ii 









					
	 “Officer’s Certificate”
	  	 	7	  
	 “Opinion of Counsel”
	  	 	7	  
	 “Outstanding”
	  	 	7	  
	 “Paying Agent”
	  	 	9	  
	 “Periodic Offering”
	  	 	9	  
	 “Permitted Secured Debt”
	  	 	9	  
	 “Person”
	  	 	9	  
	 “Place of Payment”
	  	 	9	  
	 “Predecessor Security”
	  	 	9	  
	 “Purchase Money Lien”
	  	 	9	  
	 “Redemption Date”
	  	 	10	  
	 “Redemption Price”
	  	 	10	  
	 “Regular Record Date”
	  	 	10	  
	 “Required Currency”
	  	 	10	  
	 “Responsible Officer”
	  	 	10	  
	 “Secured Debt”
	  	 	10	  
	 “Secured Obligations”
	  	 	10	  
	 “Securities”
	  	 	10	  
	 “Securities Act”
	  	 	10	  
	 “Security Register” and “Security Registrar”
	  	 	10	  
	 “Special Record Date”
	  	 	10	  
	 “Stated Interest Rate”
	  	 	10	  
	 “Stated Maturity”
	  	 	10	  
	 “Successor Company”
	  	 	10	  
	 “Supplemental Indenture” or “Indenture Supplemental hereto”
	  	 	10	  
	 “Tranche”
	  	 	10	  
	 “Trustee”
	  	 	10	  
	 “Trust Indenture Act”
	  	 	11	  
	 “United States”
	  	 	11	  
	 SECTION 102.    Compliance Certificates and Opinions.
	  	 	11	  
	 SECTION 103.    Form of Documents Delivered to Trustee.
	  	 	11	  
	 SECTION 104.    Acts of Holders.
	  	 	13	  
	 SECTION 105.    Notices, Etc. to Trustee or Company.
	  	 	14	  
	 SECTION 106.    Notice to Holders of Securities; Waiver.
	  	 	14	  
	 SECTION 107.    Conflict with Trust Indenture Act.
	  	 	15	  
	 SECTION 108.    Effect of Headings and Table of Contents.
	  	 	15	  
	 SECTION 109.    Successors and Assigns.
	  	 	15	  
	 SECTION 110.    Separability Clause.
	  	 	15	  
	 SECTION 111.    Benefits of Indenture.
	  	 	15	  
	 SECTION 112.    Governing Law.
	  	 	15	  
	 SECTION 113.    Legal Holidays.
	  	 	15	  
	 SECTION 114.    Investment of Cash Held by Trustee.
	  	 	16	  
		
	 ARTICLE Two Security Forms
	  	 	16	  
		
	 SECTION 201.    Forms Generally.
	  	 	16	  
	 SECTION 202.    Form of Trustee’s Certificate of Authentication.
	  	 	17	  
		
	 ARTICLE Three The Securities
	  	 	17	  
		
	 SECTION 301.    Amount Unlimited; Issuable in Series.
	  	 	17	  
	 SECTION 302.    Denominations.
	  	 	20	  
	 SECTION 303.    Execution, Authentication, Delivery and Dating.
	  	 	20	  


  
 iii 









					
	 SECTION 304.    Temporary Securities.
	  	 	22	  
	 SECTION 305.    Registration, Registration of Transfer and Exchange.
	  	 	23	  
	 SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	24	  
	 SECTION 307.    Payment of Interest; Interest Rights Preserved.
	  	 	24	  
	 SECTION 308.    Persons Deemed Owners.
	  	 	25	  
	 SECTION 309.    Cancellation.
	  	 	25	  
	 SECTION 310.    Computation of Interest.
	  	 	26	  
	 SECTION 311.    Payment to be in Proper Currency.
	  	 	26	  
	 SECTION 312.    Extension of Interest Payment.
	  	 	26	  
	 SECTION 313.    Cusip Numbers.
	  	 	26	  
		
	 ARTICLE Four Securities of the First and Second Series
	  	 	26	  
		
	 ARTICLE Five Redemption of Securities Section
	  	 	27	  
		
	 SECTION 501.    Applicability of Article.
	  	 	27	  
	 SECTION 502.    Election to Redeem; Notice to Trustee.
	  	 	27	  
	 SECTION 503.    Selection of Securities to be Redeemed.
	  	 	27	  
	 SECTION 504.    Notice of Redemption.
	  	 	27	  
	 SECTION 505.    Securities Payable on Redemption Date.
	  	 	28	  
	 SECTION 506.    Securities Redeemed in Part.
	  	 	29	  
		
	 ARTICLE Six Sinking Funds
	  	 	29	  
		
	 SECTION 601.    Applicability of Article.
	  	 	29	  
	 SECTION 602.    Satisfaction of Sinking Fund Payments with Securities.
	  	 	29	  
	 SECTION 603.    Redemption of Securities for Sinking Fund.
	  	 	30	  
		
	 ARTICLE Seven Representations and Covenants
	  	 	30	  
		
	 SECTION 701.    Payment of Securities.
	  	 	30	  
	 SECTION 702.    Maintenance of Office or Agency.
	  	 	30	  
	 SECTION 703.    Money for Securities Payments to be Held in Trust.
	  	 	31	  
	 SECTION 704.    Corporate Existence.
	  	 	32	  
	 SECTION 705.    Annual Officer’s Certificate as to Compliance.
	  	 	32	  
	 SECTION 706.    Waiver of Certain Covenants.
	  	 	32	  
	 SECTION 707.    Limitation on Secured Debt.
	  	 	33	  
		
	 ARTICLE Eight Satisfaction and Discharge
	  	 	36	  
		
	 SECTION 801.    Satisfaction and Discharge of Securities.
	  	 	36	  
	 SECTION 802.    Satisfaction and Discharge of Indenture.
	  	 	38	  
	 SECTION 803.    Application of Trust Money.
	  	 	38	  
		
	 ARTICLE Nine Events of Default; Remedies
	  	 	39	  
		
	 SECTION 901.    Events of Default.
	  	 	39	  
	 SECTION 902.    Acceleration of Maturity; Rescission and Annulment.
	  	 	40	  
	 SECTION 903.    Collection of Indebtedness and Suits For Enforcement by Trustee.
	  	 	41	  
	 SECTION 904.    Trustee may File Proofs of Claim.
	  	 	41	  
	 SECTION 905.    Trustee May Enforce Claims Without Possession Of Securities.
	  	 	42	  
	 SECTION 906.    Application of Money Collected.
	  	 	42	  
	 SECTION 907.    Limitation on Suits.
	  	 	42	  
	 SECTION 908.    Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	 	43	  
	 SECTION 909.    Restoration of Rights and Remedies.
	  	 	43	  
	 SECTION 910.    Rights and Remedies Cumulative.
	  	 	43	  


  
 iv 









					
	 SECTION 911.    Delay or Omission not Waiver.
	  	 	43	  
	 SECTION 912.    Control by Holders of Securities.
	  	 	43	  
	 SECTION 913.    Waiver of Past Defaults.
	  	 	44	  
	 SECTION 914.    Undertaking for Costs.
	  	 	44	  
	 SECTION 915.    Waiver of Usury, Stay or Extension Laws.
	  	 	44	  
		
	 ARTICLE Ten The Trustee
	  	 	44	  
		
	 SECTION 1001.  Certain Duties and Responsibilities.
	  	 	44	  
	 SECTION 1002.  Notice of Defaults.
	  	 	45	  
	 SECTION 1003.  Certain Rights of Trustee.
	  	 	45	  
	 SECTION 1004.  Not Responsible for Recitals or Issuance of Securities.
	  	 	46	  
	 SECTION 1005.  May Hold Securities.
	  	 	46	  
	 SECTION 1006.  Money Held in Trust
	  	 	46	  
	 SECTION 1007.  Compensation and Reimbursement.
	  	 	47	  
	 SECTION 1008.  Disqualification; Conflicting Interests
	  	 	47	  
	 SECTION 1009.  Corporate Trustee Required; Eligibility.
	  	 	48	  
	 SECTION 1010.  Resignation and Removal; Appointment of Successor.
	  	 	48	  
	 SECTION 1011.  Acceptance of Appointment by Successor.
	  	 	49	  
	 SECTION 1012.  Merger, Conversion, Consolidation or Succession to Business.
	  	 	50	  
	 SECTION 1013.  Preferential Collection of Claims Against Company.
	  	 	50	  
	 SECTION 1014.  Co-Trustee and Separate Trustees.
	  	 	50	  
	 SECTION 1015.  Appointment of Authenticating Agent.
	  	 	51	  
		
	 ARTICLE Eleven Holders’ Lists and Reports by Trustee and Company
	  	 	53	  
		
	 SECTION 1101.  Lists of Holders.
	  	 	53	  
	 SECTION 1102.  Reports by Trustee and Company.
	  	 	53	  
		
	 ARTICLE Twelve Consolidation, Merger, Conveyance, or other Transfer
	  	 	53	  
		
	 SECTION 1201.  Company may Consolidate, Etc., only on Certain Terms.
	  	 	53	  
	 SECTION 1202.  Successor Company Substituted.
	  	 	54	  
	 SECTION 1203.  Release of Company upon Conveyance or other Transfer.
	  	 	54	  
	 SECTION 1204.  Merger into Company.
	  	 	54	  
	 SECTION 1205.  Transfer of less than Substantially all.
	  	 	54	  
		
	 ARTICLE Thirteen Supplemental Indentures
	  	 	55	  
		
	 SECTION 1301.  Supplemental Indentures without Consent of Holders.
	  	 	55	  
	 SECTION 1302.  Supplemental Indentures with Consent of Holders.
	  	 	56	  
	 SECTION 1303.  Execution of Supplemental Indentures.
	  	 	58	  
	 SECTION 1304.  Effect of Supplemental Indentures.
	  	 	58	  
	 SECTION 1305.  Conformity with Trust Indenture Act.
	  	 	58	  
	 SECTION 1306.  Reference in Securities to Supplemental Indentures.
	  	 	58	  
	 SECTION 1307.  Modification without Supplemental Indenture.
	  	 	58	  
		
	 ARTICLE Fourteen Meetings of Holders; Action without Meeting
	  	 	59	  
		
	 SECTION 1401.  Purposes for which Meetings may be Called.
	  	 	59	  
	 SECTION 1402.  Call, Notice and Place of Meetings.
	  	 	59	  
	 SECTION 1403.  Persons Entitled to Vote at Meetings.
	  	 	59	  
	 SECTION 1404.  Quorum; Action.
	  	 	59	  
	 SECTION 1405.  Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.
	  	 	60	  
	 SECTION 1406.  Counting Votes and Recording Action of Meetings.
	  	 	61	  


  
 v 









					
	 SECTION 1407.  Action without Meeting.
	  	 	61	  
		
	 ARTICLE Fifteen Immunity of Incorporators, Shareholders, Officers and Directors
	  	 	61	  
		
	 SECTION 1501.  Liability Solely Corporate.
	  	 	61	  
		
	Testimonium	  	 	62	  
	Signatures	  	 	62	  


  
 vi 








 Exhibit 4.7 

INDENTURE, dated as of August 1, 2002 (the “Execution Date”) between ONCOR ELECTRIC DELIVERY COMPANY, a Texas corporation (the
“Company”), having its principal office at 500 N. Akard Street, Dallas, Texas 75201 and THE BANK OF NEW YORK, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as
Trustee (the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
debt securities (the “Securities”) in an unlimited aggregate principal amount, to be issued in one or more series as contemplated herein, and to provide security for the payment of the principal of and premium and interest, if any, on the
Securities; 
 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 herein or unless the context otherwise requires, capitalized terms used herein shall have the meanings assigned to them in Article One of this Indenture. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and of the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and ratable benefit of all Holders of the Securities, 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 otherwise requires: 
 (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 as
in effect on the Execution Date, either directly or by reference therein, have the meanings assigned to them therein; 
 (c) all terms used
herein without definition which are defined in the Uniform Commercial Code of New York as in effect on the Execution Date shall have the meanings assigned to them therein; 

(d) 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 Execution Date; provided, however, that in determining generally accepted accounting principles applicable to
the Company, effect shall be given, to the extent required, to any order, rule or regulation of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company; 

  
 -1- 








 (e) any reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and 
 (f) 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. 

“1983 MORTGAGE” means the Mortgage and Deed of Trust, dated as of December 1, 1983, by and between the Company (formerly TXU
Electric Delivery Company), which succeeded to and was substituted for TXU Electric Company (formerly Texas Utilities Electric Company and now named TXU US Holdings Company), and Irving Trust Company (now The Bank of New York), as supplemented and
modified from time to time. 
 “2002 INDENTURE” means the Indenture and Deed of Trust, dated as of May 1, 2002, by and
between the Company and The Bank of New York, as supplemented and modified from time to time. 
 “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 generally the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “CONTROLLING” and “CONTROLLED” have meanings
correlative to the foregoing. 
 “AUTHENTICATING AGENT” means any Person or Persons (other than the Company or an Affiliate of the
Company) authorized by the Trustee to act on behalf of the Trustee to authenticate the Securities of one or more series. 
 “AUTHORIZED
OFFICER” means the Chairman of the Board, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a Board Resolution to act
in respect of matters relating to this Indenture. 
 “BENEFITTED SECURITIES” has the meaning specified in Section 707. 

“BOARD OF DIRECTORS” means either the board of directors, board of managers or similar governing body 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, an Assistant Secretary or an Authorized Officer 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. 
 “CAPITALIZATION”
has the meaning specified in Section 707. 
 “CAPITALIZED LEASE LIABILITIES” has the meaning specified in Section 7 07.


  
 -2- 








 “CLASS A BONDS” means bonds or other obligations now or hereafter issued and
Outstanding under any Class A Mortgage or Mortgages. 
 “CLASS A MORTGAGE” means the 1983 Mortgage and each other mortgage or
deed of trust or similar indenture, as amended and supplemented from time to time, (i) to which any corporation that is subsequently merged into or consolidated with the Company was a party at the time of such merger or consolidation or (ii)(A)
which constitutes a Lien on property conveyed or otherwise transferred to the Company and (B) the obligations of the mortgagor under which have been duly assumed by the Company, and, in the case of either (i) or (ii) above, which is
hereafter designated an additional Class A Mortgage in an indenture supplemental to and executed and delivered in accordance with the 2002 Indenture. 

“COMMISSION” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if
at any time after the Execution Date 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 ORDER” OR “COMPANY REQUEST” means, respectively, a written order or request, as the case may be, 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 Execution Date is located at 101 Barclay Street - 8W, New York, New York 10286. 

“CORPORATION” means a corporation, association, company, limited liability company, partnership, limited partnership, joint stock
company or business trust, and references to “corporate” and other derivations of “corporation” herein shall be deemed to include appropriate derivations of such entities. 

“DEBT” has the meaning specified in Section 707. 

“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 902. 
 “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. 

“ELECTRIC UTILITY PROPERTY” means any facilities, machinery, equipment and fixtures for the transmission and distribution of
electric energy, including switchyards, towers, substations, transformers, poles, lines, cable, conduits, ducts, conductors, meters, regulators and all other property of the Company, real or personal, or improvements, extensions, additions, renewals
or replacements of the foregoing, in each case used or useful or to be used in or in connection with the business of transmitting and distributing electric energy, whether owned by the Company at the Execution Date or hereafter acquired (other than
Excepted Property with respect to all of the property described in this definition). 

  
 -3- 








 “ELIGIBLE OBLIGATIONS” means: 

(a) with respect to Securities denominated in Dollars, Government Obligations or, if specified pursuant to Section 301
with respect to any Securities, other Investment Securities; 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 901. 

“EXCEPTED PROPERTY” means: 

(a) all cash on hand or in banks or other financial institutions, deposit accounts, securities accounts, shares of stock,
interests in business trusts, general or limited partnerships or limited liability companies, bonds, notes, other evidences of indebtedness and other securities, security entitlements and investment property, of whatsoever kind and nature, not
hereafter paid or delivered to, deposited with or held by the Trustee hereunder or required so to be; 
 (b) all contracts,
leases, operating agreements and other agreements of whatsoever kind and nature; all contract rights, bills, notes and other instruments and chattel paper (except to the extent that any of the same constitute securities, security entitlements or
investment property, in which case they are separately excepted under clause (a) above); all revenues, income and earnings, all accounts, accounts receivable, rights to payment, payment intangibles and unbilled revenues, transition property,
and all rents, tolls, issues, product and profits, claims, credits, demands and judgments; all governmental and other licenses, permits, franchises, consents and allowances; all patents, patent licenses and other patent rights, patent applications,
trade names, trademarks, copyrights and other intellectual property; and all claims, credits, choses in action, commercial tort claims and other intangible property and general intangibles including, but not limited to, computer software; 

(c) all automobiles, buses, trucks, truck cranes, tractors, trailers and similar vehicles and movable equipment; all rolling
stock, rail cars and other railroad equipment; all vessels, boats, barges, and other marine equipment; all airplanes, helicopters, aircraft engines and other flight equipment; all parts, accessories and supplies used in connection with any of the
foregoing; and all personal property of such character that the perfection of a security interest therein or other Lien thereon is not governed by the Uniform Commercial Code as in effect in the jurisdiction in which such property is located; 

(d) all goods, stock in trade, wares, merchandise and inventory held for the purpose of sale or lease in the ordinary course of
business; all materials, supplies, inventory and other items of personal property which are consumable (otherwise than by ordinary wear and tear) in their use in the operation of the Electric Utility Property; all fuel, including nuclear fuel,
whether or not any such fuel is in a form consumable in the operation of the Electric Utility Property, including separate components of any fuel in the forms in which such components exist at any time before, during or after the period of the use
thereof as fuel; all hand and other portable tools and equipment; all furniture and furnishings; and computers and data processing, data storage, data transmission, telecommunications and other facilities, equipment and apparatus, which, in any
case, are used primarily for administrative or clerical purposes or are otherwise not necessary for the operation or maintenance of the Electric Utility Property; 

(e) all coal, lignite, ore, gas, oil and other minerals and all timber, and all rights and interests in any of the foregoing,
whether or not such minerals or timber shall have been mined or 

  
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extracted or otherwise separated from the land; and all electric energy and capacity, gas (natural or artificial), steam, water and other products generated, produced, manufactured, purchased or
otherwise acquired by the Company; 
 (f) all real property, leaseholds, gas rights, wells, gathering, tap or other pipe
lines, or facilities, equipment or apparatus, in any case used or to be used primarily for the production or gathering of natural gas; 

(g) all property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest
of the Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security; 

(h) all property located outside of the State of Texas; 

(i) any and all property and plants used by the Company in the generation of electricity; and(j) all property not acquired or
constructed by the Company for use in its electric transmission and distribution business. 
 “EXCHANGE ACT” means the Securities
Exchange Act of 1934, as amended. 
 “EXECUTION DATE” has the meaning specified in the first paragraph of this Indenture. 

“EXPERT” means a Person which is an engineer, appraiser or other expert and which, with respect to any certificate to be signed by
such Person and delivered to the Trustee, is qualified to pass upon the matters set forth in such certificate. For purposes of this definition, (a) “engineer” means a Person engaged in the engineering profession or otherwise qualified
to pass upon engineering matters (including, but not limited to, a Person licensed as a professional engineer, whether or not then engaged in the engineering profession) and (b) “appraiser” means a Person engaged in the business of
appraising property or otherwise qualified to pass upon the Fair Value or fair market value of property. 
 “EXPERT’S
CERTIFICATE” means a certificate signed by an Authorized Officer and by an Expert (which Expert (a) shall be selected either by the Board of Directors or by an Authorized Officer, the execution of such certificate by such Authorized
Officer to be conclusive evidence of such selection, and (b) except as otherwise required in Section 1205, may be an employee or Affiliate of the Company) and delivered to the Trustee. The amount stated in any Expert’s Certificate as
to the Fair Value or fair market value of property shall be conclusive and binding upon the Company, the Trustee and the Holders of the Securities. 

“FAIR VALUE”, with respect to property, means the fair value of such property as may be determined by reference to (a) the
amount which would be likely to be obtained in an arm’s-length transaction with respect to such property between an informed and willing buyer and an informed and willing seller, under no compulsion, respectively, to buy or sell, (b) the
amount of investment with respect to such property which, together with a reasonable return thereon, would be likely to be recovered through ordinary business operations or otherwise, (c) the cost, accumulated depreciation, and replacement cost
with respect to such property and/or (d) any other relevant factors; provided, however, that the Fair Value of property shall be determined without deduction for any Liens on such property. Fair Value may be determined, without physical
inspection, by the use of accounting and engineering records and other data maintained by the Company or otherwise available to the Expert certifying the same. 

“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 thereof, or any department, agency, authority or other instrumentality of any of the foregoing. 

  
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 “GOVERNMENT OBLIGATIONS” means securities which are (a) (i) direct
obligations of the United States where the payment or payments thereunder are supported by the full faith and credit of the United States or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States or (b) depository receipts issued by a bank (as defined in Section 3(a)(2) of the
Securities Act, which may include the Trustee or any Paying Agent) as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to custodian is not authorized to make
any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to
the Government Obligation evidenced by such depository receipt. 
 “HOLDER” means a Person in whose name a Security is registered
in the Security Register. 
 “INDENTURE” means this instrument as originally executed 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, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture” shall also include the provisions or terms of particular series of Securities established in
any Officer’s Certificate, Board Resolution or Company Order delivered pursuant to Sections 201, 301, 303 and 1307. 

“INDEPENDENT”, when applied to any Expert, means such a Person who (a) is in fact independent, (b) does not have any
direct material financial interest in the Company or in any other obligor upon the Securities or in any Affiliate of the Company or of such other obligor, (c) is not connected with the Company or such other obligor as an officer, employee,
promoter, underwriter, trustee, partner, director or any person performing similar functions and (d) is approved by the Trustee in the exercise of reasonable care. 

“INDEPENDENT EXPERT’S CERTIFICATE” means a certificate signed by an Independent Expert and delivered to the Trustee. 

“INTEREST” with respect to a Discount Security means interest, if any, borne by such Security at a Stated Interest Rate rather than
interest calculated at any imputed rate. 
 “INTEREST PAYMENT DATE”, when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security. 
 “INVESTMENT SECURITIES” means any of the following obligations or
securities on which neither the Company, any other obligor on the Securities nor any Affiliate of either is the obligor: (a) Government Obligations; (b) interest bearing deposit accounts (which may be represented by certificates of
deposit) in any national or state bank (which may include the Trustee or any Paying Agent) or savings and loan association which has outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest
rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (c) bankers’ acceptances drawn on and accepted by
any commercial bank (which may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for
short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (d) direct obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, any State or Territory of the United States or the District of Columbia, or 

  
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any political subdivision of any of the foregoing, which are rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to
modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without
regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (g) repurchase agreements with respect to any of the foregoing obligations or
securities with any banking or financial institution (which may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories
(without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (h) securities issued by any regulated investment company (including any
investment company for which the Trustee or any Paying Agent is the advisor), as defined in Section 851 of the Internal Revenue Code of 1986, as amended, or any successor section of such Code or successor federal statute, provided that the
portfolio of such investment company is limited to obligations or securities of the character and investment quality contemplated in clauses (a) through (f) above and repurchase agreements which are fully collateralized by any of such
obligations or securities; and (i) any other obligations or securities which may lawfully be purchased by the Trustee in its capacity as such. 

“LIEN” means any mortgage, deed of trust, pledge, security interest, encumbrance, easement, lease, reservation, restriction,
servitude, charge or similar right and any other lien of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof, and any defect, irregularity, exception or limitation in
record title. 
 “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. 

“NET TANGIBLE ASSETS” has the meaning specified in Section 707. 

“NOTICE OF DEFAULT” means a written notice of the kind specified in Section 901(c). 

“OFFICER’S CERTIFICATE” means a certificate signed by an Authorized Officer of the Company and delivered to the Trustee. 

“OPINION OF COUNSEL” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the
Trustee. 
 “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; 
 (b) Securities deemed to have been paid for all purposes of this Indenture in
accordance with Section 801 (whether or not the Company’s indebtedness in respect thereof shall be satisfied and discharged for any other purpose); and 

(c) Securities, the principal, premium, if any, and interest, if any, which have been fully paid pursuant to the third
paragraph of 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 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; 

  
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 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 (except for the purposes of actions to be taken by Holders of more than one series or more than one
Tranche, as the case may be, voting as a class under Section 1302) 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 Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that Securities so owned which have been pledged in good faith may be regarded as Outstanding if it is established to
the reasonable satisfaction of the Trustee that the pledgee, and not the Company, or any such other obligor or Affiliate of either thereof, has the 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 provided, further, that in no event shall any Security, which shall have been delivered to evidence or secure, in whole or in part, the Company’s
obligations in respect of other indebtedness, be deemed to be owned by the Company if the principal of such Security is payable, whether at Stated Maturity or upon mandatory redemption, at the same time as the principal of such other indebtedness is
payable, whether at Stated Maturity or upon mandatory redemption or acceleration, but only to the extent of such portion of the principal amount of such Security as does not exceed the principal amount of such other indebtedness; 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 902; and 

(z) the principal amount of any Security which is denominated in a currency other than Dollars or in a composite currency that
shall be deemed to be Outstanding for such purposes shall be the amount of Dollars which could have been purchased by the principal amount (or, in the case of a Discount Security, the Dollar equivalent on the date determined as set forth below of
the amount determined as provided in (y) above) of such currency or composite currency evidenced by such Security, in each such case certified to the Trustee in an Officer’s Certificate, based (i) on the average of the mean of the
buying and selling spot rates quoted by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11:00 A.M. (New York time) in The City of New York on the fifth Business Day preceding any such
determination or (ii) if on such fifth Business Day it shall not be possible or practicable to obtain such quotations from such three banks, on such other quotations or alternative methods of determination which shall be as consistent as
practicable with the method set forth in (i) above; 
 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. 

  
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 “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 from time to time subsequent to the initial request for the authentication and delivery of such Securities by the Trustee, as contemplated in
Section 301 and clause (b) of Section 3 03. 
 “PERMITTED SECURED DEBT” has the meaning specified in
Section 707. 
 “PERSON” means any individual, corporation, joint venture, trust or unincorporated organization or any
Governmental Authority. 
 “PLACE OF PAYMENT”, when used with respect to the Securities of any series, or Tranche thereof, means
the place or places, specified as contemplated by Section 301, at which, subject to Section 702, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are payable. 

“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
evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “PURCHASE MONEY LIEN” means, with respect to any
property being acquired by the Company, a Lien on such property which 
 (a) is taken or retained by the transferor of such
property to secure all or part of the purchase price thereof; 
 (b) is granted to one or more Persons other than the
transferor which, by making advances or incurring an obligation, give value to enable the grantor of such Lien to acquire rights in or the use of such property; 

(c) is held by a trustee or agent for the benefit of one or more Persons described in clause (a) and/or (b) above,
provided that such Lien may be held, in addition, for the benefit of one or more other Persons which shall have theretofore given, or may thereafter give, value to or for the benefit or account of the grantor of such Lien for one or more other
purposes; or 
 (d) otherwise constitutes a purchase money mortgage or a purchase money security interest under applicable
law; 
 and, without limiting the generality of the foregoing, for purposes of this Indenture, the term Purchase Money Lien shall be deemed
to include any Lien described above whether or not such Lien (x) shall permit the issuance or other incurrence of additional indebtedness secured by such Lien on such property, (y) shall permit the subjection to such Lien of additional
property and the issuance or other incurrence of additional indebtedness on the basis thereof and/or (z) shall have been granted prior to the acquisition of such property, shall attach to or otherwise cover property other than the property
being acquired and/or shall secure obligations issued prior and/or subsequent to the issuance of the obligations delivered in connection with such acquisition. 

  
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 “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. 

“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 Vice President, Assistant Vice President, Trust Officer or
other officer of the Trustee who, in the case of each of the foregoing, is assigned by the Trustee to its corporate trust department responsible for the administration of this Indenture that is located in the Corporate Trust Office. 

“SECURED DEBT” has the meaning specified in Section 707. 

“SECURED OBLIGATIONS” has the meaning specified in Section 707. 

“SECURITIES” has the meaning stated in the first recital of this Indenture and more particularly means any securities authenticated
and delivered under this Indenture. 
 “SECURITIES ACT” means the Securities Act of 1933, as amended. 

“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 3 07. 
 “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 the Company’s obligations in respect of which are evidenced or secured in whole or in part by such Security. 

“STATED MATURITY”, when used with respect to any Security or 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). 

“SUCCESSOR COMPANY” has the meaning set forth in Section 1201. 

“SUPPLEMENTAL INDENTURE” OR “INDENTURE SUPPLEMENTAL HERETO” means an instrument supplementing or amending this Indenture
executed and delivered pursuant to Article Thirteen. 
 “TRANCHE” means a group of Securities which (a) are of the same
series and (b) have identical terms except as to principal amount and/or date of issuance. 
 “TRUSTEE” means the Person
named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have been appointed by the Company pursuant to Section 1010 or otherwise have become such with respect to one or more series of Securities
pursuant to the applicable 

  
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provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“TRUST INDENTURE ACT” means, as of any time, the Trust Indenture Act of 1939 as in effect at such time. 

“UNITED STATES” means the United States of America, its territories, its possessions and other areas subject to its 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 furnish to the Trustee an Officer’s Certificate stating that in the opinion of the Authorized
Officer executing such Officer’s Certificate, all conditions precedent, if any, provided for in this Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) 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 certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 

(a) a statement that each Person signing such certificate or opinion 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 certificate or opinion 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. 

 (a) Any Officer’s Certificate may be based
(without further examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and, insofar as it relates to or is dependent upon matters which are required in this
Indenture to be covered by a certificate or opinion of, or representations by, an Expert, upon the certificate or opinion of, or representations by, an Expert, unless, in any case, such officer has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which such Officer’s Certificate may be based as aforesaid are erroneous. 
 Any
Expert’s Certificate may be based (without further examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and, insofar as it relates to or is dependent
upon factual matters, information with respect to which is in the possession of the Company and which is not subject to verification by Experts, upon a certificate or opinion of, or representations by, an officer or officers of the Company, unless
such expert has actual knowledge that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous. 

  
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 Any Opinion of Counsel may be based (without further examination or investigation), insofar as it
relates to or is dependent upon factual matters, information with respect to which is in the possession of the Company, upon a certificate of, or representations by, an officer or officers of the Company, and, insofar as it relates to or is
dependent upon matters required in this Indenture to be covered by a certificate or opinion of, or representations by, an Expert, upon the certificate or opinion of, or representations by, an Expert, unless such counsel has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. In addition, any Opinion of Counsel may be based (without further examination or investigation), insofar as
it relates to or is dependent upon matters covered in an Opinion of Counsel rendered by other counsel, upon such other Opinion of Counsel, unless such counsel has actual knowledge that the Opinion of Counsel rendered by such other counsel with
respect to the matters upon which his or her Opinion of Counsel may be based as aforesaid is erroneous. Further, any Opinion of Counsel with respect to the status of title to or the sufficiency of descriptions of property, and/or the existence of
Liens thereon, and/or the recording or filing of documents, and/or any similar matters, may be based (without further examination or investigation) upon (i) title insurance policies or commitments and reports, abstracts of title, lien search
certificates and other similar documents or (ii) certificates of, or representations by, officers, employees, agents and/or other representatives of the Company or (iii) any combination of the documents referred to in (i) and (ii),
unless, in any case, such counsel has actual knowledge that the document or documents with respect to the matters upon which Certificate or Expert’s Certificate provided for herein, then such certificate may state all such additional facts or
matters as the signer of such Opinion of Counsel may request. 
 (b) 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. Where (i) any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, or (ii) two or more Persons are each required to make, give or execute any such application,
request, consent, certificate, statement, opinion or other instrument, any such applications, requests, consents, certificates, statements, opinions or other instruments may, but need not, be consolidated and form one instrument. 

(c) Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s Certificate, Expert’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 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, 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. 

  
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	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 Fourteen, 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 1001) 
 (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 individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. 
 (c) The ownership, 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, 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. 

(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


  
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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 OR COMPANY. 

 Except as otherwise provided herein, 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 to
such telephone number set forth for such party below or such other address as the parties hereto shall from time to time designate, or delivered by registered or certified mail or reputable overnight courier, charges prepaid, to the applicable
address set forth for such party below or to such other address as either party hereto may from time to time designate: 
 If to the
Trustee, to: 
 The Bank of New York 

Corporate Trust Administration 

101 Barclay Street - 8W 
 New
York, New York 10286 
 Attention:        Remo J. Reale 

                        
Re:        Oncor Electric Delivery Company 
 Telephone:     (212) 815-2492

 Telecopy:       (212) 815-5707 

If to the Company, to: 
 Oncor
Electric Delivery Company 
 Energy Plaza 

500 N. Akard Street 
 Dallas,
Texas 75201 
 Attention:       Treasurer 

Telephone:     (214) 486-2000 

Telecopy:       (214) 812-8998 

Any communication contemplated herein shall be deemed to have been sufficiently made, given, furnished and filed if personally delivered, on
the date of delivery, transmitted by facsimile transmission or other direct written electronic means acceptable to the parties, on the date of transmission, and transmitted by registered or certified mail or reputable overnight courier, 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, and not earlier than the earliest date, if any, prescribed for the giving of such notice. 

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 

  
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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 provision 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 unless otherwise provided as contemplated by Section 301 with respect to any series of Securities. 

 

	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 held
to 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 of any Outstanding Securities, 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 law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be applicable and
except to the extent that the law of the State of Texas shall mandatorily govern. 
  

	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 the
indenture supplemental hereto, Board Resolution or Officer’s Certificate which establishes the terms of the Securities of such series or Tranche, which specifically states that such 

  
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provision shall apply in lieu of this Section) payment of interest 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 as if made on the Interest Payment Date, Redemption Date, or Stated Maturity, 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. 
  

	SECTION 114.	INVESTMENT OF CASH HELD BY TRUSTEE. 

 Any cash held by the Trustee or any Paying Agent under any
provision of this Indenture shall, except as otherwise provided in Article Eight, at the request of the Company evidenced by Company Order, be invested or reinvested in Investment Securities designated by the Company (such Company Order to contain a
representation to the effect that the securities designated therein constitute Investment Securities), and any interest on such Investment Securities shall be promptly paid over to the Company as received free and clear of any Lien. Such Investment
Securities shall be held subject to the same provisions hereof as the cash used to purchase the same, but upon a like request of the Company shall be sold, in whole or in designated part, and the proceeds of such sale shall be held subject to the
same provisions hereof as the cash used to purchase the Investment Securities so sold. If such sale shall produce a net sum less than the cost of the Investment Securities so sold, the Company shall pay to the Trustee or any such Paying Agent, as
the case may be, such amount in cash as, together with the net proceeds from such sale, shall equal the cost of the Investment Securities so sold, and if such sale shall produce a net sum greater than the cost of the Investment Securities so sold,
the Trustee or any such Paying Agent, as the case may be, shall promptly pay over to the Company an amount in cash equal to such excess, free and clear of any Lien. In no event shall the Trustee be liable for any loss incurred in connection with the
sale of any Investment Security pursuant to this Section. 
 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 a 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, numbers 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 as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. 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 supplemental indenture or 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. 

  
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	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. 
  

			
	 THE BANK OF NEW YORK,
 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. 
 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, 506 or 1306 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 any interest on Securities of such series, or any Tranche thereof, shall
be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(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); and the right, if any, to extend the Maturity of the Securities of such series, or any Tranche thereof, and the duration of any such 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 after Maturity 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 

  
 -17- 








 
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 and the Regular Record Dates, if any, for the interest payable on such Securities on any Interest Payment Date; and the basis of computation of interest, if other than
as provided in Section 310; and the right, if any, to extend the interest payment periods and the duration of any such extension; 

(f) the place or places at which and/or methods (if other than as provided elsewhere in this Indenture) by which (i) the principal of and
premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (ii) registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (iii) exchanges of
Securities of such series, or any Tranche thereof, may be effected and (iv) 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 the 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 or repay 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 or repaid, in whole or in part, pursuant to such obligation and
applicable exceptions to the requirements of Section 504 in the case of mandatory redemption or redemption or repayment at the option of the Holder; 

(i) the denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of One
Thousand Dollars ($1,000) and any integral multiple thereof; 
 (j) 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 and the manner in which the amount of such coin or currency payable is to be determined; 

(k) 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 Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose
of determining the principal amount deemed to be Outstanding at any time; 
 (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; 

  
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 (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 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 entire 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 902; 

(o) any Events of Default, in addition to those specified in Section 901, or any exceptions to those specified in Section 901, 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 Seven, or any exceptions to those set forth
in Article Seven; 
 (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, whether Eligible Obligations include Investment
Securities with respect to Securities of such series, and any provisions for satisfaction and discharge of Securities of any series, in addition to those set forth in Article Eight, or any exceptions to those set forth in Article Eight; 

(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 global form and (iii) any 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 1301; 

(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; 
 (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; 
 (v) whether the Securities of such series are
Benefitted Securities under Section 707; and 
 (w) any other terms of the Securities of such series, or any Tranche thereof, that the
Company may elect to specify. 
 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 

  
 -19- 








 
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 in clause (b) of Section 303. 

Unless otherwise provided with respect to a series of Securities as contemplated in Section 301(b), the aggregate principal amount of a
series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased. 

 

	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 One Thousand Dollars ($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 attested by any other Authorized Officer or by the Secretary or an Assistant Secretary of the Company. 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 or the Secretary or
an Assistant Secretary 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 the Securities 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 Section 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 establishing the terms of the Securities of such series delivered pursuant to clause
(a) above; 
 (c) the Securities of such series, each executed on behalf of the Company by an Authorized Officer of the Company; 

(d) an Officer’s Certificate (i) which shall comply with the requirements of Section 102 of this Indenture and (ii) which
states that no Event of Default under this Indenture has occurred or is occurring; and 

  
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 (e) an Opinion of Counsel which shall comply with the requirements of Section 102 of this
Indenture and that states 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; 
 (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) when
such Securities shall have been 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, such Securities 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 enforcement, to laws relating to or
affecting generally the enforcement of mortgagees’ and other creditors’ rights, including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors
and mortgagees’ generally and 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 Securities of such series and that in lieu of the opinions described in clauses (ii) and (iii) above such Opinion of Counsel may, alternatively, state,
respectively, 
 (x) that, when the terms of such Securities shall have been established pursuant to a Company Order or
Orders, or pursuant to such procedures 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) that, such Securities, when (1) executed by the Company, (2) authenticated and delivered by the Trustee in
accordance with this Indenture, (3) issued and delivered by the Company and (4) paid for, all as contemplated by and in accordance with the aforesaid Company Order or Orders, as the case may be, 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 enforcement, to laws relating to or affecting
generally the enforcement of mortgagees’ and other creditors’ rights, including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors and
mortgagees’ generally and 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 forms and terms thereof and the legality, validity, binding effect and enforceability thereof, and compliance of the authentication and delivery thereof with the terms and conditions of this Indenture, 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 

  
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authentication and delivery of Securities of a series, pursuant 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 forms 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 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. 
 Except as 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. 

Except as 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 of an authorized officer thereof, 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 Trustee 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, 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 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 any officer executing such Securities may determine, as evidenced by such
officer’s 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 702 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. 

  
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	SECTION 305.	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. 

 The Company shall cause to be kept in
each office designated pursuant to Section 702, with respect to the Securities of each series, 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 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. 
 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 702 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 obligation, 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 attorney duly authorized in writing. 
 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, 506 or 1306 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 date notice is to be given identifying the serial numbers of the Securities of such series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

  
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	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, 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 any of them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and Tranche, and of like
tenor and principal amount, 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) in connection therewith. 

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. 

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, 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 (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 

  
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equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company shall 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. 

 

	SECTION 308.	PERSONS DEEMED OWNERS. 

 Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the 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 none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary. 
  

	SECTION 309.	CANCELLATION. 

 All Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment 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 customary practices of the Security Registrar at the time in effect, and the Security Registrar shall not be required to
destroy any such certificates. 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 to the Trustee and the Company. 

  
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	SECTION 310.	COMPUTATION OF INTEREST. 

 Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or Tranche thereof, interest on the Securities of each series shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months, and with respect to any
period less than a full month, on the basis of the actual number of days elapsed during such period. For example, the interest for a period running from the 15th day of one month to the 15th day of the next month would be calculated on the basis of
one 3 0-day month. 
  

	SECTION 311.	PAYMENT TO BE IN PROPER CURRENCY. 

 In the case of any Security denominated in any currency
other than Dollars or in a composite currency (the “Required Currency”), except as otherwise specified with respect to such Security as contemplated by Section 301, the obligation of the Company to make any payment of the principal
thereof, or the premium or interest 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 therefor except in the case of its negligence or willful misconduct. 

 

	SECTION 312.	EXTENSION OF INTEREST PAYMENT. 

 The Company shall have the right at any time, to extend
interest payment periods on all the Securities of any series hereunder, if so specified as contemplated by Section 301 with respect to such Securities and upon such terms as may be specified as contemplated by Section 301 with respect to
such Securities. 
  

	SECTION 313.	CUSIP NUMBERS. 

 The Company in issuing the Securities may use “CUSIP” or other
similar numbers (if then generally in use), and, if so, the Company, the Trustee or the Security Registrar may use “CUSIP” or such other numbers in notices or redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, in which case none of the Company or, as the case may be, the Trustee or the Security Registrar, or any agent of any of them, shall have any liability in respect of any CUSIP number used on any such notice, and any such redemption shall
not be affected by any defect in or omission of such numbers. 
 ARTICLE FOUR 

SECURITIES OF THE FIRST AND SECOND SERIES 

There are hereby created two series of Securities (herein sometimes referred to as “Securities of the First Series” and
“Securities of the Second Series,” respectively). The form, designation and terms of the Securities of the First Series and the Securities of the Second Series shall be established in a supplemental indenture or a Board Resolution, and/or
in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution in accordance with Section 3 01. 

  
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 ARTICLE FIVE 

REDEMPTION OF SECURITIES SECTION 
  

	SECTION 501.	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 502.	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 40 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 503.	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
such particular series or Tranche, or in the absence of any such provision, by such method of random selection as the Trustee shall deem fair and appropriate and which may, in any case, provide for the selection for redemption of portions (equal to
any authorized denomination for Securities of such series or Tranche) 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 504.	NOTICE OF REDEMPTION. 

 Except as otherwise specified as contemplated by Section 301 for
Securities of any series, 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 days prior to the Redemption Date. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, all notices of redemption shall state: 

  
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 (a) the Redemption Date, 

(b) the Redemption Price (if known), 

(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, 
 (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, 

(g) the CUSIP or ISIN numbers, if any, assigned to such Securities; provided, however, that such notice may state that no
representation is made as to the correctness of CUSIP or ISIN numbers, in which case none of the Company, the Trustee or any agent of the Company or the Trustee shall have any liability in respect of the use of any CUSIP or ISIN number or numbers on
such notices, and the redemption of such Securities shall not be affected by any defect in or omission of such numbers, and 

(h) 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 801, 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 any mandatory redemption of Securities shall be given by the Security
Registrar in the name and at the expense of the Company. 
  

	SECTION 505.	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


  
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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 Sections
305 and 307. 
  

	SECTION 506.	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 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. 

ARTICLE SIX 
 SINKING FUNDS 

 

	SECTION 601.	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 602. 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 602.	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 with respect to the Securities of such series; 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. 

  
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	SECTION 603.	REDEMPTION OF SECURITIES FOR SINKING FUND. 

 Not less than 40 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 602 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 and, to the extent applicable, all such Securities, 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 503 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 504. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 505 and 506. 

ARTICLE SEVEN 
 REPRESENTATIONS
AND COVENANTS 
  

	SECTION 701.	PAYMENT OF SECURITIES. 

 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 702.	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 or shall fail to furnish the Trustee with the address thereof, then payment of such Securities shall be
made, registration of transfer or exchange thereof may be effected and notices and demands in respect of such Securities and this Indenture 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. 

  
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 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 or an Affiliate of the Company, in which event the Company or such Affiliate shall perform all functions to be performed at such office or agency. 

 

	SECTION 703.	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. 

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 

  
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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 to the extent permitted by law 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 the Holder of an Outstanding Security, look
only to the Company for payment of the amount so due and payable and remaining unpaid unless the applicable law provides otherwise, 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 thirty (30) days from the date of such mailing, any unclaimed balance of such money then remaining will be paid to
the Company. 
  

	SECTION 704.	CORPORATE EXISTENCE. 

 Subject to the rights of the Company under Article Twelve, the Company
shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence as a corporation. 
  

	SECTION 705.	ANNUAL OFFICER’S CERTIFICATE AS TO COMPLIANCE. 

 Not later than June 1 in each year,
commencing June 1, 2003, the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with the requirements of 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, and making any other statements as may be required by the Trust Indenture Act. 
  

	SECTION 706.	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 702 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 a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to which compliance with Section 702 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 704, 705 or Article Twelve if before the time for
such compliance the Holders of 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. 

  
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	SECTION 707.	LIMITATION ON SECURED DEBT. 

 (a) Except as otherwise specified as contemplated by
Section 301 for Securities of any series, so long as any Securities of any series are Outstanding, the Company shall not issue any Secured Debt (other than Permitted Secured Debt), without the consent of the Holders of a majority in principal
amount of all the Outstanding Securities of all series and Tranches with respect to which this covenant is specified as contemplated by Section 301 (the “Benefitted Securities”), considered as one class, except as expressly
contemplated in subsections (b) and (c) of this Section. 
 (b) The provisions of subsection (a) shall not prohibit the
creation or existence of any Secured Debt if either: 
 (i) the Company shall make effective provision whereby the Benefitted
Securities shall be secured at least equally and ratably with such Secured Debt; or 
 (ii) the Company shall deliver to the
Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called “Secured Obligations”) (A) in an aggregate principal amount equal to the aggregate principal amount of
each series then Outstanding, (B) maturing (or being subject to mandatory redemption) on the Stated Maturities of such series and (C) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations
outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (B) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund
or otherwise) of the Securities of such series or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of such series following an
Event of Default (such mandatory redemption to be rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest, (y) may, but need not, contain
provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or prices not less than the principal amount thereof and (z) shall be held by the Trustee for the benefit of the Holders of
all Securities of such series from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set
forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. 
 (c) If the
Company shall elect either of the alternatives described in subsection (b), the Company shall deliver to the Trustee: 
 (i)
an indenture supplemental to this Indenture (A) together with evidence of appropriate inter-creditor arrangements, whereby this Indenture shall be secured by the Lien referred to in subsection (b) equally and ratably with all other
indebtedness secured by such Lien or (B) providing for the delivery to the Trustee of Secured Obligations; 
 (ii) an
Officer’s Certificate (A) stating that, to the knowledge of the signer, (x) no Event of Default has occurred and is continuing and (y) no event has occurred and is continuing which entitles the secured party under such Lien to
accelerate the maturity of the indebtedness outstanding thereunder and (B) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; 

  
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 (iii) an Opinion of Counsel (A) if the Outstanding Securities under this
Indenture are to be secured by such Lien, to the effect that all Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding secured by such Lien or (B) if Secured Obligations
are to be delivered to the Trustee, to the effect that such Secured Obligations have been duly issued under such Lien and constitute valid obligations, entitled to the benefit of such Lien equally and ratably with all other indebtedness then
outstanding secured by such Lien. 
 (d) For purposes of this Section, except as otherwise expressly provided or unless the context
otherwise requires: 
 (i) “DEBT”, with respect to any Person, means (A) indebtedness of such Person for
borrowed money evidenced by a bond, debenture, note or other written instrument or agreement by which such Person is obligated to repay such borrowed money, (B) any guaranty by such Person of any such indebtedness of another Person, and
(C) any Capitalized Lease Liabilities of the Company. “Debt” does not include, among other things, (w) indebtedness of such person under any installment sale or conditional sale agreement or any other agreement relating to
indebtedness for the deferred purchase price of property or services, (x) any trade obligation (including obligations under power or other commodity purchase agreements and any hedges or derivatives associated therewith), or other obligations
of such Person in the ordinary course of business, (y) obligations of such Person under any lease agreement that are not Capitalized Lease Liabilities, or (z) any Liens securing indebtedness, neither assumed nor guaranteed by the Company
nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Company for substation, transmission line, transportation line, distribution line or right of way purposes. 

(ii) “PERMITTED SECURED DEBT” means, as of any particular time, any of the following: 

(A) Class A Bonds and securities issued under the 2002 Indenture prior to the Release Date as defined in the 2002
Indenture; 
 (B) Secured Debt which matures less than one year from the date of the issuance or incurrence thereof and is
not extendible at the option of the issuer; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt which matures less than one year from the date of such refunding, refinancing and/or
replacement and is not extendible at the option of the issuer; 
 (C) Secured Debt secured by Purchase Money Liens or any
other Liens existing or placed upon property at the time of, or within one hundred eighty (180) days after, the acquisition thereof by the Company, and any refundings, refinancings and/or replacements of any such Secured Debt; provided,
however, that no such Purchase Money Lien or other Lien shall extend to or cover any property of the Company other than (x) the property so acquired and improvements, extensions and additions to such property and renewals, replacements and
substitutions of or for such property or any part or parts thereof and (y) with respect to Purchase Money Liens, other property subsequently acquired by the Company; 

(D) Secured Debt relating to governmental obligations the interest on which is not included in gross income for purpose of
federal income taxation 

  
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pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (or any successor provision of law), for the purpose of financing or refinancing, in whole or in part, costs of
acquisition or construction of property to be used by the Company, to the extent that the Lien which secures such Secured Debt is required either by applicable law or by the issuer of such governmental obligations or is otherwise necessary in order
to establish or maintain such exclusion from gross income; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt; 

(E) Secured Debt (x) which is related to the construction or acquisition of property not previously owned by the Company
or (y) which is related to the financing of a project involving the development or expansion of property of the Company and (z) in either case, the obligee in respect of which has no recourse to the Company or any property of the Company
other than the property constructed or acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (or the proceeds of such property or such project); and any refundings, refinancings and/or
replacements of any Secured Debt by or with Secured Debt described in clause (z) above; and 
 (F) in addition to the
Permitted Secured Debt described in clauses (A) through (E) above, Secured Debt not otherwise so permitted in this Section 707 in an aggregate principal amount not exceeding the greater of 10% of the Company’s Net Tangible Assets
or 10% of Capitalization. 
 (iii) “CAPITALIZATION” means the total of all the following items appearing on, or
included in, the Company’s unconsolidated balance sheet: (A) liabilities for indebtedness maturing more than 12 months from the date of determination, and (B) common stock, common stock expense, accumulated other comprehensive income
or loss, preferred stock, preference stock, premium on common stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of the Company’s capital stock held in the
Company’s treasury, if any. Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged, and may be determined as of the date
not more than 60 days prior to the happening of the event for which the determination is being made. 
 (iv)
“CAPITALIZED LEASE LIABILITIES” means the amount, if any, shown as liabilities on the Company’s unconsolidated balance sheet for capitalized leases of electric transmission and distribution property not owned by the Company, which
amount shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged. 

(v) “NET TANGIBLE ASSETS” means the amount shown as total assets on the Company’s unconsolidated balance sheet,
less (A) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as assets on the Company’s unconsolidated
balance sheet, and (B) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in
which the Company is engaged. 

  
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 (vi) “SECURED DEBT” means Debt created, issued, incurred or assumed by
the Company which is secured by a Lien upon any property (other than Excepted Property) of the Company, real, personal or mixed, of whatever kind or nature and wherever located. For purposes of this Section, any Capitalized Lease Liabilities of the
Company will be deemed to be Debt secured by a Lien on the Company’s property. 
 ARTICLE EIGHT 

SATISFACTION AND DISCHARGE 
  

	SECTION 801.	SATISFACTION AND DISCHARGE OF SECURITIES. 

 Any Security or Securities, or any portion of the
principal amount thereof, shall be deemed to have been paid and no longer Outstanding for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged, if there
shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust: 
 (a) money
in an amount which shall be sufficient, or 
 (b) in the case of a deposit made prior to the Maturity of such Securities or
portions thereof, 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 or such Paying Agent, shall be sufficient, or 

(c) a combination of (a) and (b) 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 on or prior to
Maturity; provided, however, that 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 Trustee as provided herein and, in
the case of a redemption, the 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 provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 
 (x) if such deposit
shall have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 803; 

(y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the effect that such obligations constitute
Eligible Obligations and do not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, and a report of an independent public accountant of nationally recognized standing, selected by the
Company, to the effect that the other requirements set forth in clause (b) and (c) above have been satisfied; and 

(z) if such deposit shall have been made prior to the Maturity of such Securities, an Officer’s Certificate stating the
Company’s intention that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof will have been satisfied and discharged as contemplated in this Section. 

  
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 Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, 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 has been satisfied and discharged as contemplated in this Section. In the event that all of the conditions set
forth in the preceding paragraph shall have been satisfied in respect of any Securities or portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z) shall not have been delivered, such Securities or
portions thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no longer entitled to the benefits provided by this Indenture or of any
of the covenants of the Company under Article Seven (except the covenants contained in Sections 702 and 703) or any other covenants made in respect of such Securities or portions thereof as contemplated by Section 301 or Section 1301(b),
but the indebtedness of the Company in respect of such Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other purpose and the Holders of such Securities or portions thereof shall
continue to be entitled to look to the Company for payment of the indebtedness represented thereby; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities or portions thereof are deemed to have been paid for all
purposes of this Indenture. 
 If payment at Stated Maturity 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 Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified by Section 503 for selection for redemption of less than all
the Securities of a series or Tranche. 
 In the event that Securities which shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the Company’s indebtedness shall have been satisfied and discharged, all as provided in this Section, do not mature and are not to be redeemed within the sixty (60) day period
commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, 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. 
 Notwithstanding that any Securities shall be deemed
to have been paid for purposes of this Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 304, 305, 306, 504, 702, 703, 1007 and 1015 and this Article shall survive. 

The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as
provided in this Section against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of such Eligible Obligations, including, but not limited to, any such tax
payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. 
 Anything herein to the contrary
notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s indebtedness in respect thereof would be deemed to have been satisfied and
discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, (i) shall be required to return the money or Eligible Obligations, or combination thereof, deposited
with it as aforesaid to the Company or its representative under any applicable Federal or State bankruptcy, insolvency or other similar law, or (ii) is unable to apply any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge
of the Company’s 

  
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indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the
Company’s indebtedness in respect of any Security shall be subject to the provisions of the last paragraph of Section 703. 
  

	SECTION 802.	SATISFACTION AND DISCHARGE OF INDENTURE. 

 This Indenture shall upon Company Request cease to be
of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute such instruments as the Company shall reasonably request to evidence and acknowledge the satisfaction and discharge of this
Indenture, when: 
 (a) no Securities remain Outstanding hereunder; and 

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; 

provided, however, that if, in accordance with the last paragraph of Section 801, any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company shall execute
and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same. 
 Notwithstanding the
satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee under Sections 304, 305, 306, 504, 702, 703, 1007 and 1015 and this Article shall survive. 

Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 1007, 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 803) and shall execute and deliver to the Company such instruments as, in the judgment of the Company, shall be necessary, desirable or appropriate to effect or evidence the satisfaction and discharge of this Indenture. 

 

	SECTION 803.	APPLICATION OF TRUST MONEY. 

 Neither the Eligible Obligations nor the money deposited pursuant
to Section 801, 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 703; 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, if not then needed for such purpose, shall, to the extent practicable and upon Company Request and delivery to the Trustee of
the documents referred to in clause (y) in the first paragraph of Section 801, be invested in Eligible Obligations of the type described in clause (b) in the first paragraph of Section 801 maturing at such times and in such
amounts as shall be sufficient, together with any other moneys and the proceeds of any other Eligible Obligations then held by the Trustee, 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, free and clear of any trust, lien or pledge under this Indenture (except the lien provided
by Section 1007); and provided, further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held in accordance with this Section on the Maturity of all such Securities in excess of the amount
required to pay 

  
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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 1007); and provided, further, that if an Event of Default shall have occurred and be continuing, moneys to be paid over to the Company pursuant to this Section shall be held until such Event of Default shall have
been waived or cured. 
 ARTICLE NINE 

EVENTS OF DEFAULT; REMEDIES 
  

	SECTION 901.	EVENTS OF DEFAULT. 

 “Event of Default”, wherever used herein with respect to
Securities, means any one of the following events: 
 (a) failure to pay any interest on any Security when it becomes due and
payable and continuance of such default for a period of 30 days; provided, however, that no such default shall constitute an “Event of Default” if the Company has made a valid extension of the interest payment period with respect to the
Securities of such series, of which such Security is a part, if so provided as contemplated by Section 301; or 
 (b)
failure to pay the principal of or premium, if any, on any Security when it becomes due and payable; provided, however, that no such default shall constitute an “Event of Default” if the Company has made a valid extension of the Maturity
of the Securities of the series, of which such Security is a part, if so provided as contemplated by Section 301; 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 addressed) and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to
the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 33% in aggregate principal amount of the Outstanding Securities, 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 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, 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 (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 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 bankruptcy, insolvency or similar law, or appointing a
custodian, receiver, liquidator, assignee, 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 

  
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 (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 the Company 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 the Company, or the
filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law, or the consent by the Company 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 the Company of an assignment for the
benefit of creditors, or the admission by the Company 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. 

 

	SECTION 902.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. 

 If an Event of Default shall have occurred
and be continuing, then in every such case the Trustee or the Holders of not less than 33% in principal amount of the Outstanding Securities may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such
portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all of the Securities 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) together with premium, if any, and accrued and unpaid interest shall become immediately due and payable. 

At any time after such a declaration of acceleration of the maturity of the Securities then Outstanding shall have been made and before a
judgment or decree for payment of the money due shall have been obtained by the Trustee as provided in this Article, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been
cured, 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 
 (i) all overdue interest, if any, on all
Securities then Outstanding; 
 (ii) the principal of and premium, if any, on any Securities then Outstanding which have
become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; 

(iii) 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 
 (iv) all amounts due to the Trustee under Section 1007; and 

(b) all Events of Default, other than the non-payment 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 913. 
 No such rescission shall affect any subsequent Event of
Default or impair any right consequent thereon. 

  
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	SECTION 903.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. 

 If an Event of Default
described in clause (a) or (b) of Section 901 shall have occurred, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Securities 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 on 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 1007. 

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. 

If an Event of Default 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 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 904.	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 1007) 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 1007. 

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. 

  
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	SECTION 905.	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 906.	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 1007; 

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 payment of the remainder, if any, to the Company or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct. 
  

	SECTION 907.	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; 

(b) the Holders of a majority in aggregate principal amount of the Outstanding Securities 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; 
 it being understood and intended that no one
or more of the Holders of any Securities 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 Holders or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders. 

  
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	SECTION 908.	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 Section 307) 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 909.	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, 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 910.	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. 
  

	SECTION 911.	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 be. 
  

	SECTION 912.	CONTROL BY HOLDERS OF SECURITIES. 

 If an Event of Default shall have occurred and be
continuing, the Holders of a majority in principal amount of the Outstanding Securities 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 such Securities; provided, however, 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 such direction. 

  
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	SECTION 913.	WAIVER OF PAST DEFAULTS. 

 The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default 

(a) in the payment of the principal of or premium, if any, or interest, if any, on any Outstanding Security, or 

(b) in respect of a covenant or provision hereof which under Section 1302 cannot be modified or amended without the
consent of the Holder of each Outstanding Security of any series or Tranche 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 thereon. 

 

	SECTION 914.	UNDERTAKING FOR COSTS. 

 The Company and the Trustee agree, and each Holder by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, 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 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 Securities then Outstanding, 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). 

 

	SECTION 915.	WAIVER OF USURY, STAY OR EXTENSION LAWS. 

 The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE TEN 
 THE TRUSTEE 

 

	SECTION 1001.	CERTAIN DUTIES AND RESPONSIBILITIES. 

 (a) The Trustee shall have and be subject to all the
duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act and no implied covenants or obligations shall be read into this Indenture against the Trustee. For purposes of Sections 315(a) and 315(c) of the
Trust Indenture Act, the term “default” is hereby defined as an Event of Default which has occurred and is continuing. 

  
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 (b) 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. 
 (c) Notwithstanding anything contained in this Indenture to the contrary,
the duties and responsibilities of the Trustee under this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act. For the purposes of
Sections 315(b) and 315(d)(2) of the Trust Indenture Act, the term “responsible officer” is hereby defined as a Responsible Officer and the chairman or vice chairman of the board of directors, the chairman or vice chairman of the executive
committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller
and any assistant controller of the Trustee, or any other officer of the Trustee customarily performing functions similar to those performed by a Responsible Officer or any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. 

(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 1002.	NOTICE OF DEFAULTS. 

 The Trustee shall give notice of any default hereunder known to the
Trustee 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 901(c), no such
notice to Holders shall be given until at least 60 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 1003.	CERTAIN RIGHTS OF TRUSTEE. 

 Subject to the provisions of Section 1001 and to the
applicable provisions of the Trust Indenture Act: 
 (a) the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting 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 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, conclusively 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; 

  
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 (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; 
 (h) the Trustee shall not be charged with knowledge of any default (as defined in Section 1002) or Event
of Default unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company
or any other obligor on such Securities, or by any Holder of such Securities; 
 (i) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and 

(j) the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 
  

	SECTION 1004.	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 or any
money paid to the Company hereunder. 
  

	SECTION 1005.	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 1008 and 1013, 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 1006.	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 or 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. 

  
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	SECTION 1007.	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 803 (except moneys payable to the Company as provided in Section 803). 

In addition and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs
expenses or renders services in connection with an Event of Default specified in Section 901(d) or Section 901(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable Federal and State bankruptcy, insolvency or other similar law. 
 The
Company’s obligations under this Section 1007 and the Lien referred to in this Section 1007 shall survive the resignation or removal of the Trustee, the discharge of the Company’s obligations under Article Eight of this Indenture
and/or the termination of this Indenture. 
 “TRUSTEE” for purposes of this Section 1007 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. 
  

	SECTION 1008.	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 issued under this Indenture. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act. 

  
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	SECTION 1009.	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 of America, any State 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, State or District of Columbia 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 and the Trust Indenture Act, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article. 
  

	SECTION 1010.	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 1011. 

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 1011 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or the receipt of a notice of removal pursuant to subsection (c) below, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee. 
 (c) The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities delivered to the Trustee and the Company. 
 (d) If at any time:

 (i) the Trustee shall fail to comply with Section 1008 after written request therefor by the Company or by any Holder
who has been a bona fide Holder for at least six months, or 
 (ii) the Trustee shall cease to be eligible under
Section 1009 or Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any such Holder, or 

(iii) 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 Board Resolutions may remove the Trustee with respect to all
Securities or (y) subject to Section 914, 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 by clause (y) in subsection (d) of this Section), the Company, by Board Resolutions, shall promptly
appoint a successor Trustee or Trustees and shall comply with the applicable requirements of Section 1011. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities 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 1011, become the successor Trustee and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 1011, 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. 
 (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) Board Resolutions 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 1011, 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 1011, all as of such date, and all other provisions of this Section and
Section 1011 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 and each appointment of a successor Trustee to all
Holders of Securities in the manner provided in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 
  

	SECTION 1011.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. 

 (a) In case of the appointment hereunder of a
successor Trustee, 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, subject nevertheless to its Lien provided for in Section 1007. 

  
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 (b) Upon request of any such successor Trustee, the Company shall execute any instruments for
more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in subsection (a) of this Section. 

(c) 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 1012.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. 

 Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation 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 1013.	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” shall have the meaning provided in Rule 11b-4
under the Trust Indenture Act, and (b) the term “self-liquidating paper” shall have the meaning provided in Rule 11b-6 under the Trust Indenture Act. 
  

	SECTION 1014.	CO-TRUSTEE 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
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: 

  
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 (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 the Trustee shall not be personally liable by reason of any act or omission of any such co-trustee or separate trustee; 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. 
  

	SECTION 1015.	APPOINTMENT OF AUTHENTICATING AGENT. 

 The Trustee may appoint an Authenticating Agent or Agents
with respect to the Securities of one or more series, or any 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 of America, 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. 

  
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 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 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 the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. 
 The provisions of Sections 308, 1004 and 1005 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. 

 

			
	 THE BANK OF NEW YORK,
 As
Trustee

		
	By    	 	  

		 	As Authenticating Agent
		
	By	 	  

		 	Authorized Officer


 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. 

  
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 ARTICLE ELEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  

	SECTION 1101.	LISTS OF HOLDERS. 

 Semiannually, not later than June 1 and December 1 in each year,
commencing December 1, 2002 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 1102.	REPORTS BY TRUSTEE AND COMPANY. 

 Not later than November 1 in each year, commencing with
the year 2002, 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 September 15, 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. The Company shall notify the Trustee of the listing of any Securities on any securities
exchange. 
 Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s
receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates). 
 The Company shall file with the Trustee (within thirty
(30) days after filing with the Commission in the case of reports that 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 TWELVE 

CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER 
  

	SECTION 1201.	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. 

 The Company shall not consolidate with
or merge into any other corporation, or convey or otherwise transfer, or lease, as or substantially as an entirety the Company’s Electric Utility Property to any Person, unless: 

(a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other
transfer, or which leases, as or substantially as an entirety such Electric Utility Property shall be a corporation organized and existing under the laws of the United States, any State or Territory thereof or the District of Columbia (such
corporation being 

  
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hereinafter sometimes called the “SUCCESSOR COMPANY”) and shall execute and deliver to the Trustee an indenture supplemental hereto, in form reasonably satisfactory to the Trustee,
which in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends beyond the last Stated Maturity of the Securities then Outstanding, contains an express assumption by the Successor
Company of the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the Securities then Outstanding and the performance and observance of every covenant and condition of this Indenture to be performed or
observed by the Company; 
 (b) in the case of a lease, such lease shall be made expressly subject to termination at any time during the
continuance of an Event of Default, by (i) the Company or the Trustee and (ii) the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or pursuant to
judicial proceedings; 
 (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each of
which shall state 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 transaction have been complied
with; and 
 (d) immediately after giving effect to such transaction (and treating any Debt that becomes an obligation of the Successor
Company as a result of such transaction as having been incurred by the Successor Company at the time of such transaction), no Default or Event of Default shall have occurred and be continuing. 

 

	SECTION 1202.	SUCCESSOR COMPANY SUBSTITUTED. 

 Upon any consolidation or merger or any conveyance or other
transfer of, as or substantially as an entirety the Company’s Electric Utility Property in accordance with Section 1201, the Successor Company shall succeed to, and be substituted for, and may exercise every power and right of, the Company
under this Indenture with the same effect as if such Successor Company had been named as the “Company” herein. 
  

	SECTION 1203.	RELEASE OF COMPANY UPON CONVEYANCE OR OTHER TRANSFER. 

 In the case of a conveyance or other
transfer to any Person or Persons as contemplated in Section 1201, upon the satisfaction of all the conditions specified in Section 1201 the Company (such term being used in this Section without giving effect to such transaction) shall be
released and discharged from all obligations and covenants under this Indenture and on and under all Securities then Outstanding (unless the Company shall have delivered to the Trustee an instrument in which it shall waive such release and
discharge) and, upon request by the Company, the Trustee shall acknowledge in writing that the Company has been so released and discharged. 
  

	SECTION 1204.	MERGER INTO COMPANY. 

 Nothing in this Indenture shall be deemed to prevent or restrict any
consolidation or merger after the consummation of which the Company would be the surviving or resulting corporation or any conveyance or other transfer, or lease, of any part of the Company’s Electric Utility Property which does not constitute
the entirety or substantially the entirety of its Electric Utility Property. 
  

	SECTION 1205.	TRANSFER OF LESS THAN SUBSTANTIALLY ALL. 

 A conveyance, transfer or lease by the Company of
Electric Utility Property shall not be deemed to constitute the conveyance, transfer or lease as or substantially as an entirety of its Electric Utility Property for purposes of this Indenture if the Fair Value of the Electric Utility Property
retained by the Company exceeds 143% of the aggregate principal amount of all Outstanding Securities and any other 

  
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outstanding debt securities of the Company that rank equally with, or senior to the Securities with respect to such Electric Utility Property, other than any Class A Bonds held by the
trustee under the 2002 Indenture. Such Fair Value shall be established by the delivery to the Trustee of an Independent Expert’s Certificate stating the Independent Expert’s opinion of such Fair Value as of a date not more than 90 days
before or after such conveyance, transfer or lease. This Article is not intended to limit the Company’s conveyances, transfers or leases of less than the entirety or substantially the entirety of its Electric Utility Property. 

ARTICLE THIRTEEN 
 SUPPLEMENTAL
INDENTURES 
  

	SECTION 1301.	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 Twelve; or 
 (b) to add one or more covenants of the
Company or other provisions for the benefit of the Holders of all or any series of Securities, or any Tranche, thereof or to surrender any right or power herein conferred upon the Company (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series); or 

(c) to add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder (and if such
additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); 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 supplemental indenture 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 1302 hereof or when no Security of such series or Tranche remains Outstanding; or 

(e) to provide additional collateral security for the Securities of any series; or 

(f) to establish the form or terms of Securities of any series or Tranche as contemplated by Sections 201 and 301; or 

(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 with respect
to the Securities of one or more series; or 

  
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 (i) to provide for the procedures required to permit the Company to utilize, at
its option, a non-certificated system of registration for all, or any series or Tranche of, the Securities; or 
 (j) to
change any place or places where (i) 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, (ii) all or any series of Securities, or any Tranche thereof,
may be surrendered for registration of transfer, (iii) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (iv) 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; or 
 (k) to amend and restate this Indenture, as
originally executed and delivered and as it may have been subsequently amended, in its entirety, but with such additions, deletions and other changes as shall not adversely affect the interests of the Holders of the Securities in any material
respect; or 
 (l) 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
materially 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 Execution Date 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 evidence such amendment hereof; or 

(y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the
Execution Date or at any time thereafter, are required by the Trust Indenture Act to be contained herein or are contained herein to reflect any provision of the Trust Indenture Act as in effect at such date, 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 effect such changes or elimination or evidence such amendment. 

 

	SECTION 1302.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. 

 Subject to the provisions of
Section 1301, with the consent of the Holders of not less than 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; 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 supplemental indenture 

  
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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, without the consent of the Holder of each Outstanding Security of each
series or Tranche so directly affected, 
 (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security (other than pursuant to the terms thereof), 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 902,
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 thereof (or,
in the case of redemption, on or after the Redemption Date), 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 1404 for quorum or voting, or 

(c) modify any of the provisions of this Section, Section 706 or 913 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 1011(b), 1014 and 1301(h). 
 A supplemental indenture which (x) changes or
eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of the Holders of, or which is to remain in effect only so long as there shall be Outstanding, Securities of one or more particular
series, or one or more Tranches thereof, or (y) modifies the rights of the Holders of Securities of such series or Tranches 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. 

Anything in this Indenture to the contrary notwithstanding, if the Officer’s Certificate, supplemental indenture or Board Resolution, as
the case may be, establishing the Securities of any series or Tranche shall provide that the Company may make certain specified additions, changes or eliminations to or from this Indenture which shall be specified in such Officer’s Certificate,
supplemental indenture or Board Resolution establishing such series or Tranche, (a) the Holders of Securities of such series or Tranche shall be deemed to have consented to a supplemental indenture containing such additions, changes or
eliminations to or from this Indenture which shall be specified in such Officer’s Certificate, supplemental indenture or Board Resolution establishing such series or Tranche, (b) no Act of such Holders shall be required to evidence such
consent and (c) such consent may be counted in the determination of whether or not the Holders of the requisite principal amount of Securities shall have consented to such supplemental indenture. 

  
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	SECTION 1303.	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 1001) shall be fully protected in relying upon, an
Opinion of Counsel and an Officer’s Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and containing the statements required by Section 102. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise. 

 

	SECTION 1304.	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. 
  

	SECTION 1305.	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 1306.	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 1307.	MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE. 

 To the extent, if any, that the terms of any
particular series of Securities shall have been established in or pursuant to a Board Resolution or an Officer’s Certificate pursuant to a supplemental indenture or 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 pursuant to a Board Resolution or a supplemental indenture and complying
with the requirements of Section 102, as the case may be, delivered to, and accepted by, the Trustee in writing; 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
written acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be effective and constitute part of this Indenture and a supplemental indenture hereunder. Such acceptance shall be
conveyed by a written instrument signed by a Responsible Officer of the Trustee. 

  
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 ARTICLE FOURTEEN 

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING 
  

	SECTION 1401.	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 1402.	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 1401, to be held at such time and at such place in the Borough of Manhattan, The City of New York, 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
shall have been requested 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 1401, 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 amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New York, 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 1403.	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 1404.	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 

  
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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 1405(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided in Section 1402(a) not less than ten 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 1302, 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. 
  

	SECTION 1405.	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 shall be proved in the
manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof. 

  
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 (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 1402(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 in person or by proxy at the meeting, considered as one class. 
 (d) At any meeting each Holder or proxy shall be
entitled to one vote for each $1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. 

(e) Any meeting duly called pursuant to Section 1402 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 1406.	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, in duplicate, 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 1402 and, if applicable, Section 1404. 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. 

 

	SECTION 1407.	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 one or more written instruments as provided in Section 104. 

ARTICLE FIFTEEN 
 IMMUNITY OF
INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS 
  

	SECTION 1501.	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, member, limited partner, officer, manager or 

  
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director, as such, past, present or future of the Company or of any predecessor or successor of the Company (either directly or through the Company or a predecessor or successor of the Company),
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, member, limited partner, officer, manager or director, past, present or future, of the Company or of any predecessor or
successor of the Company, either directly or indirectly through the Company or any predecessor or successor of the Company, 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 as of the
day and year first above written. 
  

					
	ONCOR ELECTRIC DELIVERY COMPANY
		
	By:    	 	 /s/ Kirk R. Oliver

		 	Name:	 	Kirk R. Oliver
		 	Title:  	 	Treasurer and Assistant Treasurer
	
	 THE BANK OF NEW YORK,
as Trustee

		
	By:    	 	 /s/ Remo J. Reale

	  
	 	Remo J. Reale
		 	Vice President



  
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