Exhibit 4.3


 


Execution Version


 





EQT CORPORATION


 


as Issuer


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee


 





 






 


ELEVENTH SUPPLEMENTAL INDENTURE


 


Dated as of November 16, 2020


 


to


 


INDENTURE


 


Dated as of March 18, 2008


 





 






 


5.00% Senior Notes due 2029


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	ARTICLE 1. 



DEFINITIONS
	Section 1.1	Definition of Terms	2
	 	 	 
	ARTICLE 2. 



GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES
	 
	Section 2.1	Designation and Principal Amount	6
	Section 2.2	Maturity	6
	Section 2.3	Further Issues	6
	Section 2.4	Form of Payment	6
	Section 2.5	Global Securities	6
	Section 2.6	Interest	6
	Section 2.7	Reserved	6
	Section 2.8	Authorized Denominations	6
	Section 2.9	Redemption	7
	Section 2.10	Limitation on Liens	7
	Section 2.11	Limitation on Sale and Leaseback Transactions	9
	Section 2.12	Merger, Consolidation and Sale of Assets	10
	Section 2.13	Events of Default	10
	Section 2.14	Appointment of Agents	11
	Section 2.15	Defeasance upon Deposit of Moneys or U.S. Government Obligations	12
	Section 2.16	Repurchase at the Option of Holders upon Change of Control	12
	 	 	 
	ARTICLE 3. 



FORM OF NOTES
	 
	Section 3.1	Form of Senior Notes	14
	 	 	 
	ARTICLE 4. 



ORIGINAL ISSUE OF NOTES
	 
	Section 4.1	Original Issue of Senior Notes	14



 






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	ARTICLE 5. 



MISCELLANEOUS
	 
	Section 5.1	Ratification of Indenture	14
	Section 5.2	Trustee Not Responsible for Recitals	14
	Section 5.3	Governing Law	14
	Section 5.4	Separability	14
	Section 5.5	Counterparts	14



 

	Exhibit A – Form of Senior Notes	A-1




 






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ELEVENTH SUPPLEMENTAL INDENTURE, dated
as of November 16, 2020 (this “Eleventh Supplemental Indenture”), between EQT Corporation, a corporation duly organized
and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at EQT Plaza, 625 Liberty Avenue,
Suite 1700, Pittsburgh, Pennsylvania 15222 (the “Company”), and The Bank of New York Mellon, a New York banking corporation,
as trustee (the “Trustee”).


 


WHEREAS, the Company, as successor,
and the Trustee executed and delivered the indenture, dated as of March 18, 2008 (the “Base Indenture”, as supplemented
by a Second Supplemental Indenture, dated as of June 30, 2008, and by this Eleventh Supplemental Indenture, the “Indenture”),
to provide for the issuance of the Company’s debt securities (the “Securities”), to be issued in one or more
series;


 


WHEREAS, pursuant to the terms of the
Base Indenture, the Company desires to provide for the establishment of a new series of its notes under the Base Indenture to be
known as its “5.00% Senior Notes due 2029” (the “Senior Notes”), the form and substance and the terms,
provisions and conditions thereof to be set forth as provided in the Base Indenture and this Eleventh Supplemental Indenture;


 


WHEREAS, the Board of Directors of
the Company or the Special Financing Transactions Committee of the Board of Directors of the Company, as applicable, pursuant to
resolutions duly adopted on December 4, 2019, October 3, 2020 and October 30, 2020, has duly authorized the issuance of the Senior
Notes, and has authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate
to effect each such issuance;


 


WHEREAS, this Eleventh Supplemental
Indenture is being entered into pursuant to the provisions of Section 14.01 of the Base Indenture;


 


WHEREAS, the Company has requested
that the Trustee execute and deliver this Eleventh Supplemental Indenture; and


 


WHEREAS, all things necessary to make
this Eleventh Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with its terms, and to
make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid and legally binding
obligations of the Company, have been performed, and the execution and delivery of this Eleventh Supplemental Indenture has been
duly authorized in all respects.


 






     


     


    

 


NOW THEREFORE, in consideration of
the premises and the purchase and acceptance of the Senior Notes by the Holders thereof, and for the purpose of setting forth,
as provided in the Base Indenture, the forms and terms of the Senior Notes, the Company covenants and agrees, with the Trustee,
as follows:



 


ARTICLE
1.


 

DEFINITIONS


 


Section 1.1           
Definition of Terms. Unless the context otherwise requires:


 


(a)              
each term defined in the Base Indenture has the same meaning when used in this Eleventh Supplemental Indenture;


 


(b)              
the singular includes the plural and vice versa;


 


(c)              
headings are for convenience of reference only and do not affect interpretation; and


 


(d)              
a reference to a Section or Article is to a Section or Article of this Eleventh Supplemental Indenture unless otherwise
indicated.


 


(e)              
The following terms have the meanings given to them in this Section 1.1(e):


 


(i)               
“Attributable Debt” in respect of a Sale and Leaseback Transaction means, as of any particular time,
the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Leaseback Transaction,
as determined in good faith by the Company) of the obligation of the lessee thereunder for net rental payments (excluding, however,
any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance
and repairs, services, insurance, taxes, assessments, water rates or similar charges and any amounts required to be paid by such
lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended
or may, at the option of the lessor, be extended).


 


(ii)             
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in
New York, New York are authorized or required by law to close.


 


(iii)           
“Change of Control” means the occurrence of any of the following:


 


		(A)	the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, to any
Person (other than the Company or any of its Subsidiaries), which disposition is followed by a Rating Decline as a result of such
sale, lease, transfer, conveyance or other disposition within 60 days after its consummation;



 






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		(B)	the adoption by the Company’s Board of Directors of a plan of liquidation or dissolution of the Company; or



 


		(C)	the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that
any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of
the Company, measured by voting power rather than number of shares, which occurrence is followed by a Rating Decline as a result
of such transaction within 60 days thereafter.



 


(iv)            
“Consolidated Net Tangible Assets” means the aggregate amount of assets of the Company and its consolidated
Subsidiaries (less applicable reserves) after deducting therefrom (x) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles and (y) all current liabilities except for current maturities of long-term
debt, current maturities of capitalized lease obligations, indebtedness for borrowed money having a maturity of less than 12 months
from the date of the most recent audited consolidated balance sheet of the Company, but which by its terms is renewable or extendable
beyond 12 months from such date at the option of the borrower and deferred income taxes which are classified as current liabilities,
all as of the end of the most recently completed quarterly accounting period of the Company for which financial information is
available prior to the time as of which “Consolidated Net Tangible Assets” is being determined.


 


(v)              
“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of July 31, 2017,
and effective on or about the date of this Eleventh Supplemental Indenture, by and among the Company, as borrower, and the commercial
lending institutions and other parties that are agents and lenders thereunder, as amended, restated, modified, supplemented, extended,
renewed, refunded, replaced or refinanced in whole or in part from time to time with one or more credit facilities or term loans
of the Company or its Subsidiaries.


 


(vi)            
“Debt” means indebtedness for borrowed money.


 


(vii)          
“DTC” shall have the meaning assigned to it in Section 2.5.


 


(viii)         
“Event of Default” shall have the meaning assigned to it in Section 2.13.


 


(ix)            
“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.


 


(x)              
“Incurrence Time” shall have the meaning assigned to it in Section 2.10(b).


 






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(xi)            
 “Investment Grade Rating” means a rating equal to or higher than:


 


		(A)	Baa3 (or the equivalent) by Moody’s;



 


		(B)	BBB– (or the equivalent) by S&P; and



 


		(C)	BBB– (or the equivalent) by Fitch,



 


or, if any such entity ceases
to make a rating on the Senior Notes publicly available for reasons outside of the Company’s control, the equivalent investment
grade credit rating from any other rating agency.


 


(xii)         
“Lien” means any mortgage, pledge, security interest or lien.


 


(xiii)        
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation,
and its successors.


 


(xiv)       
“Person” means, except as otherwise provided, any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


(xv)         
“Principal Property” means any manufacturing plant or production, transportation or marketing facility
or other similar facility located within the United States (other than its territories and possessions) and owned by, or leased
to, the Company or any Restricted Subsidiary, the book value of the real property, plant and equipment of which (as shown, without
deduction of any depreciation reserves, on the books of the owner or owners) is not less than 1.5% of Consolidated Net Tangible
Assets as of the date on which such facility is acquired or a leasehold interest therein is acquired.


 


(xvi)        
“Rating Agencies” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s,
S&P or Fitch ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available, then “Rating
Agencies” shall include the applicable Substitute Rating Agency in lieu of Moody’s, S&P or Fitch, or both of them,
as the case may be.


 


(xvii)       
“Rating Category” means:


 


		(A)	with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
categories);



 


		(B)	with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories); and



 


		(C)	with respect to Fitch, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories).



 






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(xviii)     
 “Rating Decline” means the occurrence of either of the following with respect to the Senior Notes:


 


		(A)	if the Senior Notes do not have an Investment Grade Rating from all of the Ratings Agencies, the Senior Notes are downgraded
by at least one Rating Category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of two of the Ratings Agencies;
or



 


		(B)	if the Senior Notes have an Investment Grade Rating from all of the Ratings Agencies, the Senior Notes cease to have an Investment
Grade Rating by two of the Ratings Agencies.



 


In determining whether the rating
of the Senior Notes has decreased by one or more gradations, gradations within Rating Categories, namely + or – for S&P
and Fitch, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P or Fitch, a rating
decline either from BB+ to BB or BB– to B+ will constitute a decrease of one gradation.


 


(xix)         
“Restricted Subsidiary” means any Subsidiary substantially all the property of which is located, or substantially
all the business of which is carried on, within the United States (other than its territories and possessions) which shall at the
time, directly or indirectly, through one or more Subsidiaries or in combination with one or more other Subsidiaries or the Company,
own or be a lessee of a Principal Property.


 


(xx)         
 “S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc.,
and its successors.


 


(xxi)         
“Sale and Leaseback Transaction” shall have the meaning assigned to it in Section 2.11.


 


(xxii)       
“Subsidiary” means, with respect to the Company, a corporation of which more than 50% of the total voting
power of the capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of its directors
is owned, directly or indirectly, by the Company or by one or more other Subsidiaries or by the Company and one or more other Subsidiaries.


 


(xxiii)      
“Substitute Rating Agency” means, in the Company’s discretion at any time and from time to time,
any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the
Exchange Act selected by the Company (as certified to the Trustee by a certificate of a responsible officer of the Company) as
a replacement agency for Moody’s, S&P or Fitch, or any of them, as the case may be.


 


(xxiv)      
“Voting Stock” of any person means all classes of capital stock or other interests (including partnership
interests) of such person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.


 






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ARTICLE
2.


 


GENERAL
TERMS AND CONDITIONS OF THE SENIOR NOTES


 


Section 2.1           
Designation and Principal Amount. There is hereby authorized and established a new series of Securities under
the Base Indenture, designated as the “5.00% Senior Notes due 2029”, which is not limited in aggregate principal amount.
The initial aggregate principal amount of the Senior Notes to be issued under this Eleventh Supplemental Indenture shall be limited
to $350,000,000. Any additional amounts of such series to be issued shall be set forth in a Company Order.


 


Section 2.2           
Maturity. The stated maturity of principal for the Senior Notes will be January 15, 2029 (the “Stated
Maturity Date”).


 


Section 2.3           
Further Issues. The Company may at any time and from time to time, without notice to or the consent of the
Holders of the Senior Notes, issue additional notes of such series. Any such additional notes will have the same ranking, interest
rate, maturity date and other terms as the Senior Notes. Any such additional notes, together with the Senior Notes herein provided
for, will constitute a single series of Securities under the Indenture; provided, that any such additional notes that are not fungible
with the Senior Notes for U.S. Federal income tax purposes will have a separate CUSIP, ISIN and/or other identifying number, if
applicable, than the Senior Notes.


 


Section 2.4           
Form of Payment. Principal of, premium, if any, and interest on the Senior Notes shall be payable in U.S.
dollars.


 


Section 2.5           
Global Securities. Upon the original issuance, the Senior Notes will be represented by one or more Global
Securities. The Company will issue the Senior Notes in denominations of $2,000 and in integral multiples of $1,000 in excess thereof
and will deposit the Global Securities with the Trustee as custodian for The Depository Trust Company (“DTC”), in New
York, New York, and register the Global Securities in the name of DTC or its nominee.


 


Section 2.6           
Interest. The Senior Notes will bear interest (computed on the basis of a 360-day year consisting of twelve
30-day months) from November 16, 2020 at the rate of 5.00% per annum, payable semiannually in arrears. Interest on the Senior Notes
will be payable on January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing on July 15, 2021,
to the Persons in whose names the Senior Notes are registered at the close of business on the January 1 or July 1 (whether or not
a Business Day), as the case may be, preceding the relevant Interest Payment Date. Interest payable on each Interest Payment Date
will include interest accrued from November 16, 2020 or from the most recent Interest Payment Date to which interest has been paid
or duly provided for.


 


Section 2.7           
Reserved.


 


Section
2.8           
Authorized Denominations. The Senior Notes shall be issuable in denominations of $2,000 and in integral multiples
of $1,000 in excess thereof.


 






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Section 2.9           
Redemption. The Senior Notes are subject to redemption at the option of the Company as set forth in the form
of Senior Note attached hereto as Exhibit A.


 


Section 2.10       
Limitation on Liens.


 


(a)              
Except as otherwise provided in clauses (i) through (ix) below or in subsection (b) of this section, the Company
shall not, and shall not permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a Lien upon any Principal
Property of the Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary,
whether now owned or hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if
the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing
or thereafter created which is not subordinated to the Senior Notes, shall be secured equally and ratably with (or, at the option
of the Company, prior to) such secured Debt, so long as such Debt shall be so secured; provided, however, that nothing in this
Section 2.10 shall prevent, restrict or apply to (and there shall be excluded from secured Debt in any computation under
this Section 2.10) Debt secured by:


 


(i)              
Liens on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes
a Restricted Subsidiary; provided, that such Lien shall not have been incurred in connection with the transfer by the Company or
a Restricted Subsidiary of a Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of
such transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s
Board of Directors, of such Principal Property at the time of such transfer, to the prepayment or retirement of Senior Notes or
other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than
Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (x) more than 12 months from the date of such
application or (y) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such
application;


 


(ii)            
Liens on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted
Subsidiary (including acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase
price or construction cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition
of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing
all or any part of the purchase price or construction cost thereof;


 


(iii)            Liens
on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all
or any portion of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the
completion of such development, construction, alteration, repair or improvement, whichever is later, for the purpose of
financing all or any part of such cost;


 






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(iv)            
Liens which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by
the Company to a Restricted Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary;


 


(v)             
Liens securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance
with the provisions of Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation
or other Person in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture
and Section 2.12 hereof;


 


(vi)            
Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or
any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favor of any
other country or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract
or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price
or the cost of construction, alteration, repair or improvement of the property subject to such Liens (including but not limited
to Liens incurred in connection with pollution control, industrial revenue or similar financing), or in favor of any trustee or
mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose;


 


(vii)          
Liens securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of
oil, gas, coal or other minerals to be produced from the property subject thereto and to be sold or delivered by the Company or
a Subsidiary, including any interest of the character commonly referred to as a “production payment”;


 


(viii)         
Liens created or assumed by a Subsidiary on oil, gas, coal or other mineral property, owned or leased by a Subsidiary,
to secure Debt of such Subsidiary for the purpose of developing such property, including any interest of the character commonly
referred to as a “production payment”; provided, however, that neither the Company nor any Subsidiary shall assume
or guarantee such Debt or otherwise be liable in respect thereof; and


 


(ix)             any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien
referred to in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension,
renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed
or replaced (plus any improvements and construction on such property), or to other property of the Company or its Restricted
Subsidiaries not subject to the limitations of this Section 2.10, and shall secure no larger amount of Debt than that
which had been so secured at the time of such extension, renewal or replacement (plus any premium or fee payable in
connection therewith) and, in the case of clause (iv), that the Debt being secured thereby is being secured for the same type
of Person as the Debt being replaced.


 






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(b)              
Notwithstanding the foregoing provisions of this Section 2.10, the Company and any one or more Restricted
Subsidiaries may issue, assume or guarantee Debt secured by a Lien without equally and ratably securing the Senior Notes if at
the time of such issuance, assumption or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all
other Debt of the Company and its Restricted Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses
(i) through (ix) above) which would otherwise be subject to the foregoing restrictions after giving effect to the retirement of
any Debt which is concurrently being retired, plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale
and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by subsections (a) and (b) of Section 2.11)
entered into after the date of this Eleventh Supplemental Indenture and in existence at the Incurrence Time (less the aggregate
amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with subsection (c) of Section
2.11), does not exceed the greater of (i) $2.5 billion and (ii) 15% of Consolidated Net Tangible Assets; provided that to the
extent the aggregate amount of any such Debt exceeds clause (ii) above but does not exceed clause (i), such incremental amount
of Debt may only be Debt under the Credit Agreement.


 


Section 2.11       
Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any arrangement after the date of this Eleventh Supplemental Indenture with any bank, insurance company
or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the
Company or a Restricted Subsidiary of any Principal Property (except a lease for a term not to exceed three years by the end of
which term it is intended that the use of such Principal Property by the lessee will be discontinued and a lease which secures
or relates to industrial revenue or pollution control bonds or similar financing), which was or is owned by the Company or a Restricted
Subsidiary and which has been or is to be sold or transferred by the Company or a Restricted Subsidiary to such Person, more than
180 days after the completion of construction and commencement of full operation of such property by the Company or such Restricted
Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor
on the security of such Principal Property (herein called a “Sale and Leaseback Transaction”) unless:


 


(a)              
the Company or such Restricted Subsidiary would, at the time of entering into such arrangement, be entitled pursuant
to clauses (i) through (ix) of subsection (a) of Section 2.10, without equally and ratably securing the Senior Notes, to
issue, assume or guarantee Debt secured by a Lien on such Principal Property in the amount of the Attributable Debt arising from
such Sale and Leaseback Transaction;


 


(b)               the
Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all
other Sale and Leaseback Transactions entered into after the date of this Eleventh Supplemental Indenture (other than such
Sale and Leaseback Transactions as are permitted by subsection (a) or (c) of this Section 2.11), plus the aggregate
principal amount of Debt secured by Liens on Principal Properties then outstanding (not including any such Debt secured by
Liens described in clauses (i) through (ix) of subsection (a) of Section 2.10) which do not equally and ratably secure
the Senior Notes, would not exceed 15% of Consolidated Net Tangible Assets; or


 






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(c)              
the Company, within 180 days after any such sale or transfer, applies or causes a Restricted Subsidiary to apply
an amount equal to the greater of the net proceeds of such sale or transfer or the fair value, as determined by the Company’s
Board of Directors, of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction
to either (or a combination of) (A) the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt
subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted
Subsidiary), or (B) the purchase, construction or development of other property used or useful in the business of the Company .


 


Notwithstanding the foregoing, where the Company
or any Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any Debt
resulting from the guarantee by the Company or any other Restricted Subsidiary of the lessee’s obligation thereunder.


 


Section 2.12       
Merger, Consolidation and Sale of Assets. In addition to the covenants provided in Section 6.04 of the Base
Indenture, the Company will not consolidate or merge with or into any other entity, or sell other than for cash or lease its assets
substantially as an entirety to another entity, or purchase the assets of another entity substantially as an entirety, if, as a
result of any such consolidation, merger, sale, lease or purchase, properties or assets of the Company would become subject to
a lien which would not be permitted by the Indenture, unless the Company or such successor Person, as the case may be, takes such
steps as are necessary to effectively secure the Senior Notes equally and ratably with (or prior to) all indebtedness secured thereby.


 


Section 2.13       
Events of Default. The term “Event of Default” with respect to the Senior Notes shall mean only:


 


(a)              
the failure of the Company to pay any installment of interest on the Senior Notes when and as the same shall become
payable, which failure shall have continued unremedied for a period of 30 days;


 


(b)             
the failure of the Company to pay the principal of (and premium, if any, on) the Senior Notes, when and as the same
shall become payable, whether at maturity or by call for redemption;


 


(c)               the
failure of the Company, subject to the provisions of Section 6.06 of the Base Indenture, to perform any covenants or
agreements contained in the Indenture (other than a covenant or agreement which has been expressly included in the Indenture
solely for the benefit of a series of Securities other than the Senior Notes and other than a covenant or agreement a default
in the performance of which is specifically addressed elsewhere in this Section 2.13), which failure shall not have
been remedied, or without provision deemed to be adequate for the remedying thereof having been made, for a period of 90 days
after written notice shall have been given to the Company by the Trustee or shall have been given to the Company and the
Trustee by Holders of 25% or more in aggregate principal amount of the Senior Notes then Outstanding, specifying such
failure, requiring the Company to remedy the same and stating that such notice is a “Notice of Default”
hereunder;


 






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(d)             
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company or any Subsidiary in an aggregate principal amount in excess of
$200,000,000 whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay
any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with
respect thereto or shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which
it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been
rescinded or annulled, which continues for a period of 30 days after written notice shall have been given to the Company by the
Trustee or shall have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the
Senior Notes then Outstanding, specifying such default, requiring the Company to remedy the same and stating that such notice is
a “Notice of Default” hereunder;


 


(e)              
the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company
in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or of substantially all the property of the Company or ordering the
winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive
days; or


 


(f)               
the commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted,
or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent
by the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to
the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official)
of the Company or of substantially all the property of the Company or the making by it of an assignment for the benefit of creditors
or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action
by the Company in furtherance of any action; provided, however, that no event described in clause (c) or (d) above shall constitute
an Event of Default hereunder until a Responsible Officer assigned to and working in the Trustee’s corporate trust department
has actual knowledge thereof or until a written notice of any such event is received by the Trustee at the Corporate Trust Office,
and such notice refers to the facts underlying such event, the Senior Notes generally, the Company and the Indenture.


 


Section 2.14       
Appointment of Agents. The Trustee will initially be the Registrar and Paying Agent for the Senior Notes.


 






    11


     


    

 


Section
2.15        Defeasance
upon Deposit of Moneys or U.S. Government Obligations. At the Company’s option, either (a) the Company shall be
deemed to have been Discharged from its obligations with respect to the Senior Notes on the first day after the applicable
conditions set forth in Section 12.03 of the Base Indenture have been satisfied or (b) the Company shall cease to be
under any obligation to comply with any term, provision or condition set forth in Section 6.04 of the Base Indenture and
Sections 2.10, 2.11 and 2.12 with respect to the Senior Notes at any time after the applicable conditions set forth in
Section 12.03 of the Base Indenture have been satisfied.


 


Section 2.16       
Repurchase at the Option of Holders upon Change of Control.


 


(a)              
If a Change of Control occurs with respect to the Senior Notes, unless the Company has previously or concurrently
exercised its right to redeem all of the Senior Notes pursuant to Section 2.9, each Holder of Senior Notes shall have the
right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of such Holder’s Senior Notes pursuant to the offer described in this Section 2.16 (the “Change of Control Offer”).
In the Change of Control Offer, the Company shall offer a payment (the “Change of Control Payment”) in cash equal to
101% of the aggregate principal amount of the Senior Notes to be repurchased plus accrued and unpaid interest thereon, if any,
to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the date of purchase).


 


(b)              
No later than 30 days following any Change of Control, the Company shall mail a notice to each Holder describing
that Change of Control and offering to repurchase the Senior Notes on the date specified in such notice (the “Change of Control
Payment Date”), which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant
to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this Section 2.16, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.16
by virtue of the Company’s compliance with such securities laws or regulations.


 


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


 


(i)              
accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer;


 


(ii)            
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or
portions thereof so tendered; and


 


(iii)           
deliver or cause to be delivered to the Trustee (a) an Officer’s Certificate to the Trustee stating that such
Senior Notes or portions thereof have been tendered to and purchased by the Company and (b) at the Company’s option, the
Senior Notes so accepted for cancellation.


 






    12


     


    

 


The Paying Agent shall promptly mail to
each Holder of Senior Notes so tendered and not withdrawn the Change of Control Payment for such tendered Senior Notes, with
such payments to be made through the facilities of DTC for all Senior Notes in global form, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount
to any unpurchased portion of the Senior Notes surrendered, if any, by such Holder; provided that each such new Senior Note
will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.


 


(d)             
The Company shall publicly announce the results of the Change of Control Offer on, or as soon as practicable after,
the Change of Control Payment Date.


 


(e)              
The provisions described in this Section 2.16 that require the Company to make a Change of Control Offer following
a Change of Control shall be applicable regardless of whether or not any other provisions of the Indenture are applicable.


 


(f)               
The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn
under such Change of Control Offer, (ii) a notice of redemption for all outstanding Senior Notes has been given, unless and until
there is a default in payment of the applicable redemption price or (iii) in connection with or in contemplation of any publicly
announced Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Senior Notes
validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Senior Notes properly
tendered in accordance with the terms of the Alternate Offer.


 


(g)              
A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon
the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the
Change of Control Offer or Alternate Offer. The closing date of any such Change of Control Offer or Alternate Offer made in advance
of a Change of Control Triggering Event may be changed to conform to the actual closing date of the Change of Control; provided
that such closing date is not earlier than 20 Business Days nor later than 60 days from the date the Change of Control Offer notice
is sent, subject to extension, as described in Section 2.16(a).


 


(h)              
A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement
or waiver of the Indenture, Senior Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery
of such consents).


 


(i)                 If
Holders of not less than 90% in aggregate principal amount of the outstanding Senior Notes validly tender and do not withdraw
such Senior Notes in a Change of Control Offer or Alternate Offer and the Company, or any other Person making a Change of
Control Offer in lieu of the Company as described in Section 2.16(f), purchases all of the Senior Notes validly
tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60
days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to
redeem all Senior Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable
Change of Control Payment or Alternate Offering price, as applicable, plus, to the extent not included in the Change of
Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to the date of redemption
(subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date
that is on or prior to the date of purchase).


 






    13


     


    

 


ARTICLE
3.


 

FORM OF NOTES


 


Section 3.1           
Form of Senior Notes. The Senior Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the form set forth in Exhibit A hereto.


 


ARTICLE
4.


 


ORIGINAL ISSUE OF NOTES


 


Section 4.1           
Original Issue of Senior Notes. The Senior Notes may, upon execution of this Eleventh Supplemental Indenture,
be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon Company order, authenticate
and deliver such Senior Notes as in such Company order provided.


 


ARTICLE
5.


 


MISCELLANEOUS


 


Section 5.1           
Ratification of Indenture. The Base Indenture, as supplemented by this Eleventh Supplemental Indenture, is
in all respects ratified and confirmed, and this Eleventh Supplemental Indenture shall be deemed part of the Base Indenture in
the manner and to the extent herein and therein provided; provided that the provisions of this Eleventh Supplemental Indenture
apply solely with respect to the Senior Notes.


 


Section 5.2           
Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity
or sufficiency of this Eleventh Supplemental Indenture.


 


Section 5.3           
Governing Law. This Eleventh Supplemental Indenture and each Senior Note shall be deemed to be contracts made
under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said
State.


 


Section 5.4           
Separability. In case any provision in the Indenture or in the Senior Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section
5.5            Counterparts.
This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Eleventh
Supplemental Indenture and of signature pages by facsimile, electronic or PDF transmission shall constitute effective
execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and may be used in lieu of the
original Eleventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Eleventh Supplemental
Indenture or any document to be signed in connection with this Eleventh Supplemental Indenture, including authentication of
the Senior Notes, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to
conduct the transactions contemplated hereunder by electronic means.


 






    14


     


    

 


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


 


	 	EQT
    CORPORATION
	 	 
	 	By: 
    	/s/
    David M. Khani
	 	 	Name:  	David M. Khani
	 	 	Title: 	Chief Financial Officer
	 	 
	 	THE
    BANK OF NEW YORK MELLON, 

as Trustee
	 	 
	 	By:	/s/
    Laurence J. O’Brien
	 	 	Name:	 Laurence J. O’Brien
	 	 	Title: 	Vice President




 


[Signature Page to Eleventh Supplemental Indenture]




 






    


     


    

 


EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 






    A-1


     


    




 


CUSIP No. 26884L AL3


 


EQT CORPORATION


 


5.00% SENIOR NOTE DUE 2029


 


	No. R-[__]	$[__]
	 	 
	 	As revised by the Schedule of Increases or Decreases in Global Security attached hereto


 


 


Interest. EQT Corporation, a corporation
duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of [__] dollars ($[__]), as revised by the Schedule of Increases or Decreases
in Global Security attached hereto, on January 15, 2029 and to pay interest thereon (computed on the basis of a 360-day year consisting
of twelve 30-day months) from November 16, 2020 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on January 15 and July 15 in each year, commencing July 15, 2021 at the rate of 5.00%
per annum, until the principal hereof is paid or made available for payment.


 


Method of Payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the January
1 or July 1 (whether or not a Business Day), as the case may be, preceding the relevant Interest Payment Date (the “Record
Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice thereof having been given to the Holder of this Security (or one or more Predecessor Securities) not less than 10 days prior
to such Special Record Date, all as more fully provided in the Indenture. Payment of the principal of (and premium, if any) and
any such interest on this Security will be made at the Corporate Trust Office in U.S. Dollars.


 


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


 


Authentication. Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






    A-2


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be executed by its duly authorized officer.


 


	November 16, 2020	EQT CORPORATION
	 	 
	 	By:	 
	 	 	Name: David M. Khani
	 	 	Title: Chief Financial Officer



 






    A-3


     


    

 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 	 
	Dated: November 16, 2020	 
	 	 	 
	THE BANK OF NEW YORK MELLON	 
	 	 
	 	as
    Trustee, certifies	 
	 	that
    this is one of	 
	 	the
    Securities referred	 
	 	to
    in the Indenture.	 
	 	 	 
	By:		 
	 	Authorized
    Signatory	 




 






    A-4


     


    

 


[FORM OF REVERSE OF SECURITY]


 


Indenture. This Security is one of
a duly authorized issue of securities of the Company, issued and to be issued in one or more series under an Indenture, dated as
of March 18, 2008, between EQT Corporation (the “Company”), as successor, and The Bank of New York Mellon, as trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented and amended
by a Second Supplemental Indenture, dated June 30, 2008, and by an Eleventh Supplemental Indenture, dated November 16, 2020 (as
so supplemented, herein called the “Indenture”), between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and
are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially in aggregate
principal amount of $350,000,000.


 


Optional Redemption. The Senior Notes
are subject to redemption at the Company’s option, at any time and from time to time prior to the Stated Maturity Date, in
whole or in part.


 


If any of the Senior Notes are redeemed prior
to the Par Call Date, the Redemption Price will be equal to the greater of (i) 100% of the principal amount of the Senior Notes
to be redeemed plus accrued and unpaid interest thereon to the Redemption Date, and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Senior Notes to be redeemed (assuming that such Senior Notes matured on the
Par Call Date) exclusive of interest accrued to, but excluding, the Redemption Date, discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30 day months) at the applicable Treasury Rate plus 50 basis points plus accrued
and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date.


 


If any of the Senior Notes are redeemed on
or after the Par Call Date, the Redemption Price will be 100% of the principal amount of the Senior Notes to be redeemed plus accrued
and unpaid interest thereon to, but excluding, the Redemption Date.


 


For purposes of determining the Redemption
Price for the optional redemption of the Senior Notes, the following definitions are applicable:


 


“Comparable Treasury Issue” means
the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of
the Senior Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining terms of the Senior Notes.


 






    A-5


     


    

 


“Comparable Treasury Price” means,
with respect to any Redemption Date:


 


(a)              
the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or


 


(b)              
if the Independent Investment Banker is unable to obtain at least four such Reference Treasury Dealer Quotations, the average
of all Reference Treasury Dealer Quotations obtained by the Independent Investment Banker.


 


“Independent Investment Banker”
means one of BofA Securities, Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as specified by the Company,
or if these firms are unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.


 


“Par Call Date” means July 15,
2028 (six months prior to the Stated Maturity Date).


 


“Reference Treasury Dealer” means
(i) BofA Securities, Inc., Citigroup Global Markets and Credit Suisse Securities (USA) LLC (and their respective successors), provided
however, that if either of the foregoing shall cease to be a primary U.S. government securities dealer (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (ii) one other Primary Treasury Dealer
selected by the Company.


 


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


 


“Treasury Rate” means, with respect
to any Redemption Date for the Senior Notes, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.


 


The Treasury Rate will be calculated on the
third Business Day preceding the Redemption Date.


 


Notice of any redemption will be mailed, or
delivered electronically if such Senior Notes are held by any Depositary (including, without limitation, DTC) in accordance with
such Depositary’s customary procedures, at least 15 days but not more than 60 days before the Redemption Date to each registered
Holder of Senior Notes to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Senior Notes or portions of the Senior Notes called for redemption. If fewer than all
of the Senior Notes are to be redeemed, the particular Senior Notes or portions thereof will be selected for redemption from the
Outstanding Senior Notes not previously called in accordance with applicable DTC procedures.


 






    A-6


     


    

 


The Senior Notes may be the subject of a Change
of Control Offer (or an Alternate Offer), as further described in the Indenture.


 


Defaults and Remedies. If an Event
of Default with respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.


 


Amendment, Modification and Waiver.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Senior Notes to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Senior Notes at
the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount
of the Senior Notes at the time Outstanding, on behalf of the Holders of all Senior Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.


 


Denominations, Transfer and Exchange.
The Senior Notes are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Senior Notes are exchangeable
for a like aggregate principal amount of Senior Notes of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Register, upon surrender of this Security
for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company
and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Senior Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


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


 


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


 


Miscellaneous. The Indenture and this
Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts
of law rules of said State.


 


All terms used in this Security and not defined
herein shall have the meanings assigned to them in the Indenture.


 






    A-7


     


    

 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


 


The following increases or decreases in this
Global Security have been made:


 


	Date of
 Exchange	 	Amount of
 increase in
 Principal
 Amount of this
 Global Security	 	Amount of
 decrease in
 Principal
 Amount of this
 Global Security	 	Principal
 Amount of this
 Global Security
 following each
 decrease or
 increase	 	Signature of
 authorized
 signatory of
 Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






    A-8