Exhibit 4.4


 


EXECUTION VERSION







 


AQUA AMERICA, INC.,



as Issuer,



and



U.S. BANK N.A.,



as Trustee


__________________


INDENTURE



Dated as of April 23, 2019


__________________


Senior Securities






    	 	 	 



     


    

Table of Contents


Page




	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01   Definitions	1
	Section 1.02   Compliance Certificates and Opinions	7
	Section 1.03   Form of Documents Delivered to Trustee	7
	Section 1.04   Acts of Holders; Record Dates	8
	Section 1.05   Notices, Etc., to Trustee and Company	9
	Section 1.06   Notice to Holders; Waiver	9
	Section 1.07   Conflict with Trust Indenture Act	10
	Section 1.08   Effect of Headings and Table of Contents	10
	Section 1.09   Successors and Assigns	10
	Section 1.10   Separability Clause	10
	Section 1.11   Benefits of Indenture	11
	Section 1.12   Governing Law	11
	Section 1.13   Legal Holidays	11
	ARTICLE II SECURITY FORMS	11
	Section 2.01   Forms Generally	11
	Section 2.02   Form of Face of Security	11
	Section 2.03   Form of Reverse of Security	13
	Section 2.04   Form of Legend for Global Securities	17
	Section 2.05   Form of Trustee’s Certificate of Authentication	17
	ARTICLE III THE SECURITIES	17
	Section 3.01   Amount Unlimited; Issuable in Series	17
	Section 3.02   Denominations	19
	Section 3.03   Execution, Authentication, Delivery and Dating	20
	Section 3.04   Temporary Securities	21
	Section 3.05   Registration, Registration of Transfer and Exchange	21
	Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities	22
	Section 3.07   Payment of Interest; Interest Rights Preserved	23
	Section 3.08   Persons Deemed Owners	24
	Section 3.09   Cancellation	24
	Section 3.10   Computation of Interest	24
	Section 3.11   CUSIP Numbers	24
	ARTICLE IV SATISFACTION AND DISCHARGE	25
	Section 4.01   Satisfaction and Discharge of Indenture	25
	Section 4.02   Application of Trust Money	25
	ARTICLE V REMEDIES	26
	Section 5.01   Events of Default	26
	Section 5.02   Acceleration of Maturity; Rescission and Annulment	27
	Section 5.03   Collection of Indebtedness and Suits for Enforcement by Trustee	28
	Section 5.04   Trustee May File Proofs of Claim	28
	Section 5.05   Trustee May Enforce Claims Without Possession of Securities	28
	




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	Section 5.06   Application of Money Collected	29
	Section 5.07   Limitation on Suits	29
	Section 5.08   Unconditional Right of Holders to Receive Principal, Premium and Interest	29
	Section 5.09   Restoration of Rights and Remedies	30
	Section 5.10   Rights and Remedies Cumulative	30
	Section 5.11   Delay or Omission Not Waiver	30
	Section 5.12   Control by Holders	30
	Section 5.13   Waiver of Past Defaults	30
	Section 5.14   Undertaking for Costs	31
	Section 5.15   Waiver of Usury, Stay or Extension Laws	31
	ARTICLE VI THE TRUSTEE	31
	Section 6.01   Duties of Trustee	31
	Section 6.02   Rights of Trustee	32
	Section 6.03   Individual Rights of Trustee	33
	Section 6.04   Trustee’s Disclaimer	34
	Section 6.05   Notice of Default	34
	Section 6.06   Reports by Trustee to Holders	34
	Section 6.07   Compensation and Indemnity	34
	Section 6.08   Replacement of Trustee	35
	Section 6.09   Successor Trustee by Merger, Etc.	36
	Section 6.10   Eligibility; Disqualification	36
	Section 6.11   Preferential Collection of Claims against Company	36
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	Section 7.01   Company to Furnish Trustee Names and Addresses of Holders	36
	Section 7.02   Preservation of Information; Communications to Holders	36
	Section 7.03   Reports by Trustee	37
	Section 7.04   Reports by Company	37
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	37
	Section 8.01   When Company May Merge, Etc.	37
	Section 8.02   Successor Corporation Substituted	38
	ARTICLE IX SUPPLEMENTAL INDENTURES	38
	Section 9.01   Supplemental Indentures Without Consent of Holders	38
	Section 9.02   Supplemental Indentures with Consent of Holders	39
	Section 9.03   Execution of Supplemental Indentures	40
	Section 9.04   Effect of Supplemental Indentures	40
	Section 9.05   Conformity with Trust Indenture Act	40
	Section 9.06   Reference in Securities to Supplemental Indentures	40
	ARTICLE X COVENANTS	41
	Section 10.01   Payment of Principal, Premium and Interest	41
	Section 10.02   Maintenance of Office or Agency	41
	Section 10.03   Money for Securities Payments to Be Held in Trust	41
	Section 10.04   Corporate Existence	42
	Section 10.05   Statement by Officers as to Default	42
	Section 10.06   Waiver of Certain Covenants	42
	




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	ARTICLE XI REDEMPTION OF SECURITIES	43
	Section 11.01   Applicability of Article	43
	Section 11.02   Election to Redeem; Notice to Trustee	43
	Section 11.03   Selection by Trustee of Securities to Be Redeemed	43
	Section 11.04   Notice of Redemption	43
	Section 11.05   Deposit of Redemption Price	44
	Section 11.06   Securities Payable on Redemption Date	44
	Section 11.07   Securities Redeemed in Part	44
	ARTICLE XII SINKING FUNDS	45
	Section 12.01   Applicability of Article	45
	Section 12.02   Satisfaction of Sinking Fund Payments with Securities	45
	Section 12.03   Redemption of Securities for Sinking Fund	45
	ARTICLE XIII REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE	46
	Section 13.01   Redemption by Holders	46
	Section 13.02   Redemption by Company	47
	Section 13.03   Other Provisions	47
	ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE	48
	Section 14.01   Company’s Option to Effect Defeasance or Covenant Defeasance	48
	Section 14.02   Defeasance and Discharge	48
	Section 14.03   Covenant Defeasance	48
	Section 14.04   Conditions to Defeasance or Covenant Defeasance	49
	Section 14.05   Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	50
	Section 14.06   Reinstatement	51
	ARTICLE XV CONVERSION OF SECURITIES	51
	Section 15.01   Applicability; Conversion Privilege and Conversion Price	51
	Section 15.02   Exercise of Conversion Privilege	51
	Section 15.03   Fractions of Shares	52
	Section 15.04   Adjustment of Conversion Price	52
	Section 15.05   Notice of Adjustments of Conversion Price	54
	Section 15.06   Notice of Certain Corporate Action	55
	Section 15.07   Company to Reserve Common Stock	56
	Section 15.08   Taxes on Conversions	56
	Section 15.09   Covenant as to Common Stock	56
	Section 15.10   Cancellation of Converted Securities	56
	Section 15.11   Provisions in Case of Consolidation, Merger or Sale of Assets	56
	Section 15.12   Responsibility of Trustee	57
	ARTICLE XVI MISCELLANEOUS	57
	Section 16.01   Patriot Act	57







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INDENTURE, dated as of April 23, 2019,
between Aqua America, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein
called the “Company”), having its principal office at 762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania, and
U.S. Bank N.A., as Trustee (herein called the “Trustee”).


RECITALS OF THE COMPANY


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises
and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section
1.01   Definitions.


For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:


(1)               
the terms defined in this Article have the meanings assigned to them in this Article and include
the plural as well as the singular;


(2)               
all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;


(3)               
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term GAAP with respect to
any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of
such computation;


(4)               
the words “Article” and “Section” refer to an Article
and Section, respectively, of this Indenture;


(5)               
the words “herein” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and


(6)               
Certain terms used principally in Articles VI, X, XIII, and XIV,
are defined in those Articles. “Act”, when used with respect to any Holder, has the meaning specified in Section
1.04.


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.






    	 	 	 



     


    

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


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


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.


“Business Day”, when
used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


“Capital Lease Obligation”
means, at any time any determination thereof is made, the amount of the liability in respect of a capital lease that would at such
time be so required to be capitalized on the balance sheet in accordance with generally accepted accounting principles.


“Capital Stock”, as
applied to the stock of any corporation, means the capital stock of every class whether now or hereafter authorized, regardless
of whether such capital stock shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to
participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding
up of such corporation.


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


“Company” means the
Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor Person.


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the
Board, any Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.


“Corporate Trust Office”
means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall
be administered, which office as of the date hereof is located at 100 Wall Street, Suite 1600, New York, New York 10005.


“Corporation” means
a corporation, association, company, joint-stock company or business trust.


“Covenant Defeasance”
has the meaning specified in Section 14.03.


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






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“Defeasance” has the
meaning specified in Section 14.02.


“Defeasible Series”
has the meaning specified in Section 14.01.


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


“Designated Event”
has the meaning specified in Section 13.01.


“Disqualified Stock”
means any Capital Stock which by its terms (or by the terms of any security into which it is convertible of for which it is exchangeable),
or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the Holder thereof, in whole or in part, on or prior to the final date of maturity of the Securities.


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


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


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession in the United States of America.


“Global Security”
means a Security that evidences all or part of the Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.


“Guaranty” means a
guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect,
in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), or all or any
part of any Indebtedness.


“Hedging Obligations”
means, with respect to any Person, the Obligations of such Person under interest rate swap agreements, interest rate cap agreements,
and interest rate collar agreements, and other agreements or arrangements designed to protect such Person against fluctuations
in interest rates.


“Holder” means a Person
in whose name a Security is registered in the Security Register.


“Indebtedness” means,
with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced
by bonds, notes, debentures of similar instruments or letters of credit (or reimbursement agreements in respect thereof) or representing
Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing
indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, and also includes, to the extent not otherwise included, the Guaranty of any indebtedness of
such Person or any other Person.






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“Indenture” means
this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and
any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.


“Interest”, when used
with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity.


“Interest Payment Date”,
when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


“Maturity”, when used
with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


“Notice of Default”
means a written notice of the kind specified in Section 5.01(4).


“Obligations”
means any principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing and Indebtedness.


“Officer’s Certificate”
means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company.


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


“Outstanding”, when
used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:


(1)               
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


(2)               
Securities for whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;


(3)               
Securities as to which Defeasance has been effected pursuant to Section 14.02; and






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(4)               
Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders
of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration
of the Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security denominated in one
or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined
as provided in Clause (A) above) of such Security, and (C) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


“Paying Agent” means
any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.


“Person” means any
individual, corporation, partnership, joint venture, limited liability company, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


“Place of Payment”,
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 3.01.


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


“Rating Decline” has
the meaning specified in Section 13.01.


“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.


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.






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“Responsible Officer”,
when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust
officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration
of this Indenture.


“Securities” has the
meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under
this Indenture.


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.05.


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


“Stated Maturity”,
when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and
payable.


“Subject Securities”
has the meaning specified in Section 13.01.


“Subsidiary” means
a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting
stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


“Trustee” means the
Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person
who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect
to the Securities of any series shall mean each Trustee with respect to Securities of that series.


“U.S. Government Obligations”
has the meaning specified in Section 14.04.


“Vice President”,
when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word
or words added before or after the title “vice president”.


“Voting Stock” means
any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of any Person (irrespective of whether or not at the
time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).






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Section
1.02   Compliance
Certificates and Opinions.


Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in
the form of an Officer’s Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given
by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


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


(1)               
a statement that each individual signing such certificate or opinion has read such covenant
or condition and the definitions herein relating thereto;


(2)               
a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based;


(3)               
a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with; and


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


Section
1.03   Form
of Documents Delivered to Trustee.


In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company or any subsidiary of the Company stating that the information with respect to such factual matters is in
the possession of the Company or any subsidiary of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are erroneous.


Where any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.






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Section
1.04   Acts
of Holders; Record Dates.


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.


The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient.


The ownership of Securities shall be
proved by the Security Register.


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.


The Company may, in the circumstances
permitted by the Trust Indenture Act, set any day as the record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders of Securities of such series. With regard to any
record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or
their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such
Holders remain Holders after such record date. With regard to any action that may be given or taken hereunder only by Holders of
a requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date
is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such action purported
to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders
of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions at its option, extend
such date to any later date. Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving
or taking, after any such expiration date, any action identical to, or, at any time, contrary to or different from, the action
or purported action to which such expiration date relates, in which event the Company may set a record date in respect thereof
pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any action taken at any time by
the Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is so taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record
date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to
in the next paragraph.






    	 	8	 



     


    

The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default with
respect to Securities of such series has occurred and is continuing and the Trustee shall not have given such a declaration to
the Company, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to
in Section 5.12, in each case with respect to Securities of such series. Promptly after any record date is set pursuant
to this paragraph, the Trustee shall notify the Company and the Holders of Outstanding Series of such series of any such record
date so fixed and the proposed action. The Holders of Outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such
Holders remain Holders after such record date; provided that, unless such notice, declaration or direction shall have become effective
by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly
appointed agents) having joined therein on or prior to the 90th day after such record date, such notice, declaration or direction
shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall
be construed to prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day
period, a notice, declaration or direction contrary to or different from, or, after the expiration of such period, identical to,
the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall
be set pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any notice, declaration or
direction of the type referred to in this paragraph given at any time to the Trustee and the Company by Holders (or their duly
appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such notice, declaration
or direction is so given.


Without limiting the foregoing, a Holder
entitled hereunder to give or take any action hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.


Section
1.05   Notices,
Etc., to Trustee and Company.


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


(1)               
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Department, or


(2)               
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to
it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company.


Section
1.06   Notice
to Holders; Waiver.


Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of 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.






    	 	9	 



     


    

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 by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


Section
1.07   Conflict
with Trust Indenture Act.


If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be. Wherever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated
by reference in and made a part of this Indenture.


The following Trust Indenture Act terms
used in this Indenture have the following meanings:


“commission” means
the United States Securities and Exchange Commission.


“indenture securities”
means the Securities.


“indenture security holder”
means a Holder.


“indenture to be qualified”
means this Indenture.


“indenture trustee”
or “institutional trustee” means the Trustee.


“obligor on the indenture
securities” means the Company and any other obligor on the Securities.


All other Trust Indenture Act terms used
in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act referenced to another statute
or defined by any Commission Rule and not otherwise defined herein have the meanings defined to them thereby.


Section
1.08   Effect
of Headings and Table of Contents.


The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.


Section
1.09   Successors
and Assigns.


All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


Section
1.10   Separability
Clause.






    	 	10	 



     


    

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


Section
1.11   Benefits
of Indenture.


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


Section
1.12   Governing
Law.


This Indenture and the Securities shall
be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania, but without regard to principles of
conflicts of laws.


Section
1.13   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 of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that
no interest shall accrue for the intervening period.


ARTICLE II



SECURITY FORMS


Section
2.01   Forms
Generally.


The Securities of each series shall be
in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.
If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.


The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities.


Section
2.02   Form
of Face of Security.


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






    	 	11	 



     


    

AQUA AMERICA, INC.



	No.	$          






Aqua America, Inc., a corporation duly
organized and existing under the laws 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 , or registered assigns,
the principal sum of Dollars on [if the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon
from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in
each year, commencing at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable,
insert —, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest].
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the
date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]


Payment of the principal of (and premium,
if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company
maintained for that purpose in , in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts [if applicable, insert —; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].


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


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


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






    	 	12	 



     


    

Dated:


AQUA AMERICA, INC.


By:  _________________________________________

Name:


Title:


Section
2.03   Form
of Reverse of Security.


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of , 2002 (herein called the “Indenture”), between the Company and , as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable insert —,
limited in aggregate principal amount to $ ].


[If applicable insert — The Securities
are subject to redemption at the election of the Holders thereof, in whole or in part, and in limited circumstances at the election
of the Company, in whole, following the occurrence of a Designated Event and a Rating Decline. Such redemptions will be made at
a Redemption Price equal to 100% of the principal amount, together with accrued interest to the Redemption Date, as provided for
in Article XIII of the Indenture. [The Securities are not otherwise subject to redemption prior to maturity and no sinking fund
is provided for the Securities.]]


[If applicable insert — The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1) on
in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if applicable insert on or after , 20 ], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed
[if applicable insert — on or before , %, and if redeemed] during the 12-month period beginning of the years indicated,


	
        Year
	
        Redemption

        Price
	
        Year
	
        Redemption

        Price

	 	 	 	 


 


and thereafter at a Redemption Price equal to % of the principal
amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund
or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.






    	 	13	 



     


    

[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the
year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time
[if applicable, insert — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12-month period beginning of the years indicated,


	
        Year
	
        Redemption
        Price For

        Redemption Through

        Operation of the Sinking Fund
	
        Redemption
        Price For

        Redemption Otherwise Than Through

        Operation of the Sinking Fund

	 	 	 


 


and thereafter at a Redemption Price equal to % of the principal
amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest
to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]


[If applicable, insert — Notwithstanding
the foregoing, the Company may not, prior to redeem any Securities of this series as contemplated by [if applicable, insert —
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial
practice) of less than % per annum.]


[If applicable, insert — The sinking
fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable,
insert — not less than $ “mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities
of this series. Securities of this series acquired or redeemed by the Company otherwise than through (if applicable, insert —
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments
otherwise required to be made [if applicable, insert — in the inverse order in which they become due).]


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


[If applicable, insert — The Indenture
contains provisions for defeasance at any time of (1) the entire indebtedness of this Security or (2) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


[If the Security is not an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture.]


[If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to insert formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and overdue interest all of the Company’s obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]






    	 	14	 



     


    

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


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


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


The Securities of this series are issuable
only in registered form without coupons in denominations of [$1,000 and any integral multiple thereof]. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.






    	 	15	 



     


    

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


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


All terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the Indenture.


[If applicable, insert –


[FORM OF CONVERSION NOTICE]


To: AQUA AMERICA, INC.


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


Dated:


Fill in for registration of shares of Common Stock and Securities
if to be issued otherwise than to the registered holder.


	 	Principal Amount to be converted (in an integral multiple of $1,000, if less than all):
	 	$
	Name	 
	Address	 
	(Please print name and address, including zip code number)	 
	 	
        Signature

	SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER	[SIGNATURE GUARANTEED — required only if Common Stock and Securities are to be issued and delivered to other than registered holder]
	[ ]	 






    	 	16	 



     


    

Section
2.04   Form
of Legend for Global Securities.


Unless otherwise specified as contemplated
by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:


This Security is a Global Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security
may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary
or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture. Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, this Security shall be
a Global Security subject to the foregoing, except in such limited circumstances.


Section
2.05   Form
of Trustee’s Certificate of Authentication.


The Trustee’s certificates of authentication
shall be in substantially the following form:


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


U.S. BANK, N.A., as Trustee


By:  _____________________________________


Authorized Signatory


Dated:  ___________________________________


ARTICLE III



THE SECURITIES


Section
3.01   Amount
Unlimited; Issuable in Series.


The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


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


(1)               
the title of the Securities of the series, including CUSIP Numbers (which shall distinguish
the Securities of the series from Securities of any other series);


(2)               
any limit upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06,
9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);






    	 	17	 



     


    

(3)               
the Person to whom any interest on a Security of the series shall be payable, if other than
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;


(4)               
the date or dates on which the principal of the Securities of the series is payable;


(5)               
the rate or rates at which the Securities of the series shall bear interest, if any, the date
or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any interest payable on any Interest Payment Date;


(6)               
the place or places where the principal of and any premium and interest on Securities of the
series shall be payable;


(7)               
the period or periods within which, the price or prices at which and the terms and conditions
upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;


(8)               
the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant
to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price
or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;


(9)               
if other than denominations of $1,000 and any integral multiple thereof, the denominations
in which Securities of the series shall be issuable;


(10)            
the currency, currencies or currency units in which payment of the principal of and any premium
and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of
“Outstanding” in Section 1.01;


(11)            
if the amount of payments of principal of or any premium or interest on any Securities of
the series may be determined with reference to an index, the manner in which such amounts shall be determined;


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


(13)            
if other than the principal amount thereof, the portion of the principal amount of Securities
of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


(14)            
the applicability, nonapplicability, or variation, of Article XIII with respect to
the Securities of such Series;






    	 	18	 



     


    

(15)            
if applicable, that the Securities of the series shall be subject to either or both of Defeasance
or Covenant Defeasance as provided in Article XIV;


(16)            
if and as applicable, that the Securities of the series shall be issuable in whole or in part
in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global
Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred
to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security
or a nominee thereof and in which any such transfer may be registered;


(17)            
any addition of covenants contemplated by Article X which applies to Securities of
the series; and


(18)            
any other terms of the series (which terms shall not be inconsistent with the provisions of
this Indenture, except as permitted by Section 9.01(5)).


All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s
Certificate referred to above or in any such indenture supplemental hereto.


If any of the terms of the series are
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate setting forth the terms of the series.


The Company may, from time to time, by
adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent
of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On
Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such
Add On Securities:


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


(ii)               
may have a different amount of interest payable on the first Interest Payment Date after issuance
than is payable on such series of Outstanding Securities; and 


(iii)             
may have terms specified in such Board Resolution for such Add On Securities making appropriate
adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the
Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities
(other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.


Section
3.02   Denominations.



The Securities of each series shall be
issuable only in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01.
In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.






    	 	19	 



     


    

Section
3.03   Execution,
Authentication, Delivery and Dating.


The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President, its Chief Financial
Officer, one of its Vice Presidents,  its Treasurer, its Secretary or one of its Assistant Secretaries. The signature of any
of these officers on the Securities may be manual or facsimile.


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any Series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating,


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


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


(3)               
that such Securities, when authenticated and delivered by the Trustee and issued by the Company
in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations
of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee.


Notwithstanding the provisions of Section
3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security
of such series to be issued.


Each Security shall be dated the date
of its authentication.


No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.






    	 	20	 



     


    

Section
3.04   Temporary
Securities.


Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


If temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities
of such series and tenor.


Section
3.05   Registration,
Registration of Transfer and Exchange.


The Company shall cause to be kept at
the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency
of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


Upon surrender for registration of transfer
of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


At the option of the Holder, Securities
of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.


All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.






    	 	21	 



     


    

Every Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or Security Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


The Company shall not be required (1)
to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


Notwithstanding any other provision in
this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of,
any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless
(1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security
or (B) has ceased to be a clearing agency registered under the Exchange Act, (2) the Company executes and delivers to the Trustee
a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable,
(3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such Global Security
or (4) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section
3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding
sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only
in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer
thereof other than such a transfer may be registered.


Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the
first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06
or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security.


Section
3.06   Mutilated,
Destroyed, Lost and Stolen Securities.


If any mutilated Security is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.






    	 	22	 



     


    

In case any such mutilated, destroyed,
lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security.


Upon the issuance of any new Security
under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


Every new Security issued under this
Section shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series duly issued hereunder.


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


Section
3.07   Payment
of Interest; Interest Rights Preserved.


Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1)
or (2) below:


(1)               
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).






    	 	23	 



     


    

(2)               
The Company may make payment of any Defaulted Interest on the Securities of any series in
any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.


Subject to the foregoing provisions of
this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


Section
3.08   Persons
Deemed Owners.


Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


Section
3.09   Cancellation.



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


Section
3.10   Computation
of Interest.


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


Section
3.11   CUSIP
Numbers.


The Company in issuing the Securities
may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in
notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any changes in the “CUSIP”
numbers.







    	 	24	 



     


    
ARTICLE IV



SATISFACTION AND DISCHARGE


Section
4.01   Satisfaction
and Discharge of Indenture.


This Indenture, with respect to the Securities
of any series (if all series issued under this Indenture are not to be affected), shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series, when


(1)               
either


(A)              
all Securities of such series theretofore authenticated and delivered (other than (i) Securities
of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06
and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered
to the Trustee for cancellation; or


(B)              
all Securities of such series not theretofore delivered to the Trustee for cancellation


(i)                 
have become due and payable, or 


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


(iii)             
are to be called for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the
case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


(2)               
the Company has paid or caused to be paid all other sums payable hereunder by the Company;
and


(3)               
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
with respect to such series have been complied with.


Notwithstanding the satisfaction and
discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect
to the Securities of such series under Section 6.07, and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee with respect to the Securities of such series under
Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.


Section
4.02   Application
of Trust Money.


Subject to the provisions of the last
paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has been deposited with the Trustee.






    	 	25	 



     


    

ARTICLE V



REMEDIES


Section
5.01   Events
of Default.


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


(1)               
default in the payment of any interest upon any Security of that series when it becomes due
and payable, and continuance of such default for a period of 30 days; or


(2)               
default in the payment of the principal of (or premium, if any, on) any Security of that series
when due; or


(3)               
default in the deposit of any sinking fund payment, when and as due by the terms of a Security
of that series, and continuance of such default for a period of 30 days; or


(4)               
default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that
series), 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 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


(5)               
the entry by a court having jurisdiction in the premises of (A) 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 (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or
State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any
such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or


(6)               
the commencement by the Company of a voluntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt
or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement
of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or






    	 	26	 



     


    

(7)               
any other Event of Default provided with respect to Securities of that series.


Section
5.02   Acceleration
of Maturity; Rescission and Annulment.


If an Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any
of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.


At any time after such a declaration
of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


(1)               
the Company has paid or deposited with the Trustee a sum sufficient to pay


(A)              
all overdue interest on all Securities of that series,


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


(C)              
to the extent that payment of such interest is lawful, interest upon overdue interest at the
rate or rates prescribed therefor in such Securities, and


(D)              
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and


(2)               
all Events of Default with respect to Securities of that series, other than the non-payment
of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 5.13.


No such rescission shall affect any subsequent
default or impair any right consequent thereon.







    	 	27	 



     


    
Section
5.03   Collection
of Indebtedness and Suits for Enforcement by Trustee. 


The Company covenants that if:


(1)               
default is made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or


(2)               
default is made in the payment of the principal of (or premium, if any, on) any Security at
the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


Section
5.04   Trustee
May File Proofs of Claim.


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order
to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


No provision of this Indenture shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.


Section
5.05   Trustee
May Enforce Claims Without Possession of Securities.


All rights of action and claims under
this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.






    	 	28	 



     


    

Section
5.06   Application
of Money Collected.


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


FIRST: To the payment of all amounts
due the Trustee under Section 6.07;


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


THIRD: To the Company.


Section
5.07   Limitation
on Suits.


No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless


(1)               
such Holder has previously given written notice to the Trustee of a continuing Event of Default
with respect to the Securities of that series;


(2)               
the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;


(3)               
such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with such request;


(4)               
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and


(5)               
no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood
and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.


Section
5.08   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 any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of such Holder.






    	 	29	 



     


    

Section
5.09   Restoration
of Rights and Remedies.


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted.


Section
5.10   Rights
and Remedies Cumulative.


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


Section
5.11   Delay
or Omission Not Waiver.


No delay or omission of the Trustee or
of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


Section
5.12   Control
by Holders.


The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to
the Securities of such series, provided that


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


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


(3)               
subject to the provisions of Section 6.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine,
that the proceedings so directed would involve the Trustee in personal liability.


Section
5.13   Waiver
of Past Defaults.


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


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


(2)               
in respect of a covenant or provision hereof which under Article IX cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected.






    	 	30	 



     


    

Upon any such waiver, such default shall
cease to exist and be deemed to not have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


Section
5.14   Undertaking
for Costs.


In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall apply to any suit instituted by the Trustee, to any suit instituted by any Holders of
the Securities, or group of Holders of the Securities, holding in the aggregate more than 10% of principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of the Outstanding Securities for the enforcement of the payment
of principal of or interest on any Outstanding Securities held by such Holder, on or after the respective due dates expressed in
such Outstanding Securities, and provided, further, that neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.


Section
5.15   Waiver
of Usury, Stay or Extension Laws.


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


ARTICLE VI



THE TRUSTEE


The Trustee hereby accepts the trust
imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed.


Section
6.01   Duties
of Trustee.


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


(b)               
Except during the continuance of an Event of Default:


(1)               
The Trustee need perform only those duties as are specifically set forth in this Indenture
and no others, and no covenants or obligations shall be implied in or read into this Indenture.






    	 	31	 



     


    

(2)               
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).


(c)                
The Trustee may not be relieved from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


(1)               
This paragraph does not limit the effect of paragraph (b) of this Section 6.01.


(2)               
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.


(3)               
The Trustee shall not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to Section 5.12.


(d)               
No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action
under this Indenture.


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


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


Section
6.02   Rights
of Trustee.


Subject to Section 6.01:


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


(b)               
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion.


(c)                
The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.


(d)               
The Trustee shall not be liable for any action it takes or omits to take in good faith which
it believes to be authorized or within its rights or powers.






    	 	32	 



     


    

(e)                
The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, 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 be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and
shall incur no liability or additional liability of any kind by reason of such investigation.


(f)                 
The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless
such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or thereby.


(g)               
The Trustee may consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection of any action taken, suffered or omitted by in hereunder
in good faith and in reliance thereon.


(h)               
The Trustee shall not be deemed to have notice of, or have actual knowledge of, any Event
of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default
at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.


(i)                 
The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.


(j)                 
In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control,
including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear
or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software
or hardware) services.


(k)               
The Trustee shall not be liable for any indirect, punitive, special or consequential losses
or damages (including but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless
of the form of action.


Section
6.03   Individual
Rights of Trustee.


The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, its Subsidiaries, or their
respective Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Security Registrar may do
the same with like rights. However, the Trustee must comply with Sections 6.08, 6.09 and 6.10.






    	 	33	 



     


    

Section
6.04   Trustee’s
Disclaimer.


The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the Company’s use of
the proceeds from the Securities, and it shall not be responsible for any statement in the Securities, other than the Trustee’s
certificate of authentication, or the use or application of any funds received by a Paying Agent other than the Trustee.


Section
6.05   Notice
of Default.


If an Event of Default with respect to
Securities of any series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder of Securities
of such series notice of the uncured Event of Default within 90 days after such Event of Default occurs. Except in the case of
an Event of Default in payment of principal (or premium, if any) of, or interest on, any Security, the Trustee may withhold the
notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interest of the Holders
of Securities of such series.


Section
6.06   Reports
by Trustee to Holders.


Within 60 days after each February 15
beginning with the February 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated
as of such February 15 that complies with Trust Indenture Act Section 313(a) if such report is required by such Trust Indenture
Act Section 313(a). The Trustee also shall comply with Trust Indenture Act Sections 313(b) and 313(c).


The Company shall promptly notify the
Trustee in writing if the Securities of any series become listed on any stock exchange or automatic quotation system.


A copy of each report at the time of
its mailing to Holders shall be mailed to the Company and filed with the Commission and each stock exchange, if any, on which the
Securities are listed.


Section
6.07   Compensation
and Indemnity.


The Company shall pay to the Trustee
from time to time such compensation for its services as the Company and the Trustee shall from time to time agree in writing. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, accountants, experts and counsel.


The Company shall indemnify each of the
Trustee (in its capacity as Trustee) and any predecessor Trustee and each of their respective officers, directors, attorneys-in-fact
and agents for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel), loss, charges (including taxes (other than taxes based upon
the income of the Trustee)) or liability incurred by them without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses
of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity.
At the request of the Trustee, the Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s
expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its written consent which consent shall not be unreasonably withheld.
The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee as
determined by a final, non-appealable, judgment of a court of competent jurisdiction to have been caused by its own negligence,
bad faith or willful misconduct.






    	 	34	 



     


    

To secure the Company’s payment
obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities on all assets held or collected
by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of or interest on
particular Securities.


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.01(5) or (6) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any Bankruptcy Law.


The Company’s obligations under
this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company’s obligations pursuant to Article IV of this Indenture and any rejection or termination of this Indenture
under any Bankruptcy Law.


Section
6.08   Replacement
of Trustee.


The Trustee may resign at any time with
respect to the Securities of one or more series by so notifying the Company in writing. The Holder or Holders of a majority in
principal amount of the outstanding Securities of a series may remove the Trustee with respect to Securities of such series by
so notifying the Company and the Trustee in writing and may appoint a successor trustee with respect to Securities of such series
with the Company’s consent. The Company may remove the Trustee if:


(1)               
the Trustee fails to comply with Section 6.10;


(2)               
the Trustee is adjudged bankrupt or insolvent;


(3)               
a receiver, custodian, or other public officer takes charge of the Trustee or its property;
or


(4)               
the Trustee becomes incapable of acting.


If the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee, with respect to the Securities of one or more series, for any reason, the Company
shall promptly appoint a successor Trustee, with respect to Securities of that or those series. Within one year after the successor
Trustee with respect to a series of Securities takes office, the Holder or Holders of a majority in principal amount of the Securities
of such series may appoint a successor Trustee with respect to such series to replace the successor Trustee appointed by the Company.


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that and provided that all sums owing
to the Trustee provided for in Section 6.07 have been paid, the retiring Trustee shall transfer all property held by it
as Trustee with respect to such series of Securities to the successor Trustee, subject to the lien provided in Section 6.07,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee with respect to one or more series of Securities shall
mail notice of its succession to each Holder of Securities of that or those series.


If a successor Trustee with respect to
a series of Securities does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holder or Holders of at least 10% in principal amount of the outstanding Securities of that series may petition
at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to such
series.






    	 	35	 



     


    

If the Trustee fails to comply with Section
6.10, any Holder of Securities of a series may petition any court of competent jurisdiction for the removal of the Trustee
with respect to such series and the appointment of a successor Trustee with respect to such series.


Notwithstanding replacement of the Trustee
pursuant to this Section 6.08, the Company’s obligations under Section 6.07 shall continue for the benefit
of the retiring Trustee.


Section
6.09   Successor
Trustee by Merger, Etc.


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


Section
6.10   Eligibility;
Disqualification.


The Trustee shall at all times satisfy
the requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall
comply with Trust Indenture Act Section 310(b).


Section
6.11   Preferential
Collection of Claims against Company.


The Trustee shall comply with Trust Indenture
Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned
or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.


ARTICLE VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section
7.01   Company
to Furnish Trustee Names and Addresses of Holders. 


The Company will furnish or cause to
be furnished to the Trustee:


(1)               
semi-annually, not more than 15 days after each Regular Record Date, a list for each series
of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such
series as of the Regular Record Date, as the case may be, and


(2)               
at such other times as the Trustee may request in writing, within 30 days after the receipt
by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such
list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.


Section
7.02   Preservation
of Information; Communications to Holders.


The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.






    	 	36	 



     


    

The rights of the Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act.


Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.


Section
7.03   Reports
by Trustee.


The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant thereto.


A copy of each such report shall, at
the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed,
with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange
or delisted therefrom.


Section
7.04   Reports
by Company.


The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer’s Certificates).


ARTICLE VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section
8.01   When
Company May Merge, Etc.


The Company may not, in a single transaction
or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly,
sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a
consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not
directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity
(computed on a consolidated basis) to the Company, unless:


(1)               
the Company shall be the continuing person, or the person (if other than the Company) formed
by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of
the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter
referred to as the “Surviving Person”), and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities
and this Indenture and the Indenture, so supplemented, shall remain in full force and effect;






    	 	37	 



     


    

(2)               
immediately after giving effect to such transaction and the assumption of the obligations
as set forth in clause (1), above, no Event of Default shall have occurred and be continuing; and


(3)               
if a supplemental indenture is required in connection with such transaction, the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent
herein provided relating to such transaction have been satisfied.


Section
8.02   Successor
Corporation Substituted.


Upon any consolidation or merger, or
any transfer of assets in accordance with Section 8.01, the Surviving Person formed by such consolidation or into which
the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such Surviving Person had been named as the Company herein.
When a Surviving Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the
predecessor shall be relieved of the performance and observance of all obligations and covenants of this Indenture and the Securities,
including but not limited to the obligation to make payment of the principal of and interest, if any, on all the Securities then
outstanding, and the Company may thereupon or any time thereafter be liquidated and dissolved.


ARTICLE IX



SUPPLEMENTAL INDENTURES


Section
9.01   Supplemental
Indentures Without Consent of Holders.


Without the consent of any Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


(1)               
to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities; or


(2)               
to add to the covenants of the Company for the, benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the
Company; or


(3)               
to add any additional Events of Default; or


(4)               
to add to or change any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or






    	 	38	 



     


    

(5)               
to add to, change or eliminate any of the provisions of this Indenture in respect of one or
more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii)
modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there
is no such Security Outstanding; or


(6)               
to secure the Securities pursuant to the requirements of Article X or otherwise; or


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


(8)               
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series; or


(9)               
to cure any ambiguity, to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause (9) shall not adversely affect the interests of the Holders
of Securities of any series in any material respect.


Section
9.02   Supplemental
Indentures with Consent of Holders.


With the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


(1)               
change the Stated Maturity of the principal of, or any installment of principal of or interest
on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or
any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change
any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


(2)               
reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver
(of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or


(3)               
modify any of the provisions of this Section or Section 5.13 or Section 10.06,
except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby,


(4)               
change any obligation of the Company to maintain an office or agency, or






    	 	39	 



     


    

(5)               
change any obligation of the Company to pay additional amounts, or


(6)               
adversely affect the right of repayment or repurchase at the option of the Holder, or


(7)               
reduce or postpone any sinking fund or similar provision.


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


It shall not be necessary for any Act
of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


Section
9.03   Execution
of Supplemental Indentures.


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


Section
9.04   Effect
of Supplemental Indentures.


Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


Section
9.05   Conformity
with Trust Indenture Act.


Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.


Section
9.06   Reference
in Securities to Supplemental Indentures.


Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.






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ARTICLE X



COVENANTS.


Section
10.01           
Payment of Principal, Premium and Interest. 


The Company covenants and agrees for
the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and this Indenture.


Section
10.02           
Maintenance of Office or Agency. 


The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment
for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency.


Section
10.03           
Money for Securities Payments to Be Held in Trust. 


If the Company shall at any time act
as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


Whenever the Company shall have one or
more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided
by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


The Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in trust hereunder by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to
such money.






    	 	41	 



     


    

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


Section
10.04           
Corporate Existence. 


Subject to Article VIII, the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.


Section
10.05           
Statement by Officers as to Default. 


The Company will deliver to the Trustee,
on or before October 15 of each calendar year or on or before such other day in each calendar year as the Company and the Trustee
may from time to time agree upon, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture.


Section
10.06           
Waiver of Certain Covenants. 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(17) or 9.01(2)
for the benefit of the Holders of such series if before the time for such compliance the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but 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.


 






    	 	42	 



     


    

ARTICLE XI



REDEMPTION OF SECURITIES


Section
11.01           
Applicability of Article.


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


Section
11.02           
Election to Redeem; Notice to Trustee.


The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than
all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance
with such restriction.


Section
11.03           
Selection by Trustee of Securities to Be Redeemed.


If less than all the Securities of any
series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of
that series or any integral multiple authorized for Securities of that series) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of the Securities
of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.


The Trustee shall promptly notify the
Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


Section
11.04           
Notice of Redemption.


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


All notices of redemption shall state:






    	 	43	 



     


    

(1)               
the Redemption Date,


(2)               
the Redemption Price,


(3)               
if less than all the Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed,


(4)               
that on the Redemption Date the Redemption Price will become due and payable upon each such
Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,


(5)               
the place or places where such Securities are to be surrendered for payment of the Redemption
Price,


(6)               
that the redemption is for a sinking fund, if such is the case, and


(7)               
applicable CUSIP Numbers.


Notice of redemption of Securities to
be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company and shall be irrevocable.


Section
11.05           
Deposit of Redemption Price.


Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company will segregate
and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


Section
11.06           
Securities Payable on Redemption Date.


Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section
3.07.


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


Section
11.07           
Securities Redeemed in Part.






    	 	44	 



     


    

Any Security which is to be redeemed
only in part shall be surrendered 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), and 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 of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.


ARTICLE XII



SINKING FUNDS


Section
12.01           
Applicability of Article.


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


The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of Securities of such series.


Section
12.02           
Satisfaction of Sinking Fund Payments with Securities.


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities
as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


Section
12.03           
Redemption of Securities for Sinking Fund.


Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be
so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06
and 11.07.






    	 	45	 



     


    

ARTICLE XIII



REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE


Section
13.01           
Redemption by Holders.


Subject to Section 3.01(14), in
the event that there occurs (a) a Designated Event (as hereinafter defined) at any time on or prior to Maturity, and (b) a Rating
Decline (as hereinafter defined), each Holder of a Security that is of a series to which this Article XIII is applicable
(for purposes of this Article XIII, a “Subject Security”) shall have the right, at the Holder’s
option, to require the Company to redeem all or any portion (which shall be $1,000 or an integral multiple thereof) of such Subject
Security on the date that is 90 days after the last to occur of public notice of the occurrence of the Designated Event and the
Rating Decline, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the Redemption Date.


On or before the twenty-eighth day after
the last to occur of public notice of the occurrence of the Designated Event and the Rating Decline, the Company is obligated to
notify the Trustee of such events, and promptly thereafter to mail, or cause to be mailed first-class, postage prepaid, to each
Holder of any Subject Securities, at the address of such Holder appearing in the Security Register, a notice regarding the Designated
Event, the Rating Decline, and the redemption right. The notice shall include the Redemption Date, the date by which the redemption
right must be exercised, the Redemption Price, and the procedure which the Holder must follow to exercise this right.


To exercise this right, the Holder of
such Subject Securities must deliver on or before a date selected by the Company, which date shall be not more than 10 days prior
to the Redemption Date, written notice to the Company (or an agent designated by the Company for such purpose) of the Holder’s
exercise of such right, together with the Subject Securities with respect to which the right is being exercised, duly endorsed
or assigned to the Company or in blank. Such written notice by a Holder shall, unless otherwise required by law, be irrevocable.


As used herein, a “Designated
Event” shall be deemed to have occurred at such a time as any “person” or “group”
(as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) becomes the ‘beneficial
owner’ (as the term is used in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a person
shall be deemed to have ‘beneficial ownership’ of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total
voting power entitled to vote in the election of directors of the Company; provided, however, that a Designated Event shall not
be deemed to have occurred (i) as a result of the formation of such a ‘group’ or the acquisition of shares of Capital
Stock of the Company by such group if such group includes existing Affiliates and/or persons who beneficially own in the aggregate,
as of the date of this Indenture, 20% or more of the outstanding shares of Capital Stock of the Company on the date of this Indenture,
or (ii) by virtue of the Company, any Subsidiary, any employee stock ownership plan or any other employee benefit plan of the Company
or any Subsidiary, or any other person holding Capital Stock of the Company for or pursuant to the terms of any such employee benefit
plan, becoming a beneficial owner, directly or indirectly, of more than 50% of the total voting power entitled to vote in the election
of directors of the Company.






    	 	46	 



     


    

As used herein, a “Rating
Decline” shall be deemed to have occurred if on any date within the 90-day period following public notice of the occurrence
of a Designated Event (which 90-day period shall be extended with respect to either Rating Agency (as hereinafter defined) for
so long as the rating of the Securities is under publicly announced consideration for possible downgrade relating to such Designated
Event by such Rating Agency) (i) in the event the Securities are rated by one Rating Agency or by both Rating Agencies on the Rating
Date (as hereinafter defined) as Investment Grade (as hereinafter defined), the rating of the Securities by such Rating Agency
or by either of such Rating Agencies (as the case may be) shall be below Investment Grade; or (ii) in the event the Securities
are rated by both Rating Agencies on the Rating Date below Investment Grade, the rating of the Securities by either Rating Agency
shall be at least one Full Rating Category (as hereinafter defined) below the rating of the Securities by such Rating Agency on
the Rating Date.


As used herein, “Rating Agency”
shall mean Standard & Poor’s Corporation and its successors (“S&P”), and Moody’s Investors
Service and its successors (“Moody’s”), or if S&P or Moody’s or both shall not make a rating
on the Securities publicly available, a nationally recognized statistical rating organization or organizations, as the case may
be, selected by the Company which shall be substituted for S&P or Moody’s or both, as the case may be; “Investment
Grade” shall mean BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such ratings by S&P
or Moody’s or by any other Rating Agency selected as provided above, and ‘Rating Date’ shall mean the date which
is 121 days prior to public notice of the occurrence of a Designated Event.


As used herein, the term, “Full
Rating Category” shall mean (i) with respect to S&P, any of the following categories BB, B, CCC, CC, and C; (ii)
with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, and C; and (iii) with respect to any other Rating
Agency, the equivalent of any such category of S&P or Moody’s used by such other Rating Agency. In determining whether
the rating of the Securities has decreased by the equivalent of one Full Rating Category, gradation within Full Rating Categories
(+ and - for S&P, 1, 2, and 3 for Moody’s; or the equivalent gradation for another Rating Agency) shall be taken into
account (e.g., with respect to S&P, a decline in a rating from BB+ to BB-, or from BB to B+, will constitute a decrease of
less than one Full Rating Category).


Section
13.02           
Redemption by Company.


In the event the aggregate principal
amount of the Subject Securities that are surrendered for redemption on any such Redemption Date is a least 90% of the aggregate
principal amount of the Subject Securities Outstanding at the close of business on the day next preceding such Redemption Date,
the remaining Subject Securities not so redeemed will be subject to redemption as a whole, at the Company’s option, upon
not less than 30 days’ notice mailed to each Holder at the address of such Holder appearing in the Security Register, on
a date of redemption selected by the Company that is within 60 days after such Redemption Date, at a Redemption Price equal to
100% of the principal amount, plus accrued interest to such date of redemption selected by the Company.


Section
13.03           
Other Provisions.


With respect to any redemption at the
option of the Holders of Securities, as hereinabove provided, (x) the first clause of Section 11.06 shall read as follows:
“Notice by the Holder of such Holder’s exercise of the redemption right having been duly given,” and (y) if any
Security delivered by the Holder upon exercise of the redemption right is, at the option of the Holder, to be redeemed in part
only, the written notice delivered by the Holder to the Company as aforesaid shall state the principal amount of the Security which
is to be redeemed.






    	 	47	 



     


    

Notwithstanding the foregoing, the Holders
shall not have the redemption right described above if, prior to the occurrence of the Designated Event, the Company has effected
a defeasance or covenant defeasance of the Securities as provided in Article XIV.


ARTICLE XIV



DEFEASANCE AND COVENANT DEFEASANCE


Section
14.01           
Company’s Option to Effect Defeasance or Covenant Defeasance.


The Company may elect, at its option
by Board Resolution at any time, to have either Section 14.02 or Section 14.03 applied to the Outstanding Securities
of any series designated pursuant to Section 3.01 as being defeasible pursuant to this Article XIV (hereinafter called
a “Defeasible Series”), upon compliance with the conditions set forth below in this Article XIV.


Section
14.02           
Defeasance and Discharge.


Upon the Company’s exercise of
the option provided in Section 14.01 to have this Section 14.02 applied to the Outstanding Securities of any Defeasible
Series and subject to the proviso to Section 14.01, the Company shall be deemed to have been discharged from its obligations
with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set
forth in Section 14.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities
of such series and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders
of Securities of such series to receive, solely from the trust fund described in Section 14.04 and as more fully set forth
in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments
are due, (2) the Company’s obligations with respect to the Securities of such series under Sections 3.04, 3.05,
3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article XIV. Subject to compliance with this Article XIV, the Company may exercise its option provided in
Section 14.01 to have this Section 14.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding
the prior exercise of its option provided in Section 14.01 to have Section 14.03 applied to the Outstanding Securities
of such series. Following a Defeasance, payment of such Securities may not be accelerated because of an Event of Default.


Section
14.03           
Covenant Defeasance.


Upon the Company’s exercise of
the option provided in Section 14.01 to have this Section 14.03 applied to the Outstanding Securities of any Defeasible
Series, (1) the Company shall be released from its obligations under any covenants provided pursuant to Section 3.01(17)
or Section 9.01(2) with respect to any Securities or any series of Securities for the benefit of the Holders of such Securities,
Section 8.01 and Article XIII, as applicable, and (2) the occurrence of any event specified in Sections 5.01(3),
5.01(4) (with respect to Section 8.01, any such covenants provided pursuant to Section 3.01(17) or
Section 9.01(2) and Article XIII), 5.01(7) shall be deemed not to be or result in an Event of Default, in
each case with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions
set forth in Section 14.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any covenants added for the benefit of the Securities of such series
pursuant to any such specified Section (to the extent so specified in the case of Section 5.01(4)), whether directly
or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section
to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall
be unaffected thereby.






    	 	48	 



     


    

Section
14.04           
Conditions to Defeasance or Covenant Defeasance.


The following shall be the conditions
to application of either Section 14.02 or Section 14.03 to the Outstanding Securities of any Defeasible Series:


(1)               
The Company shall irrevocably have deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations
that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities,
in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligation”
means (x) any security that is (i) a direct obligation of the United States of America for the payment of which full faith and
credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option
of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
1933, as amended) as custodian with respect to any U.S. Government Obligation specified in Clause (x) and held by such custodian
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on
any such U.S. Government Obligation, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


(2)               
In the case of an election under Section 14.02, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date first set forth hereinabove, there has been a change in the applicable Federal income
tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance
and discharge to be effected with respect to the Securities of such series and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


(3)               
In the case of an election under Section 14.03, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to
the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner and at the same
times as would be the case if such deposit and Covenant Defeasance were not to occur.






    	 	49	 



     


    

(4)               
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect
that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit.


(5)               
No Event of Default or event that (after notice or lapse of time or both) would become an
Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any
such event specified in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of
such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).


(6)               
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest
within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).


(7)               
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under, any other agreement or instrument to which the Company is a party or by which it is bound.


(8)               
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied
with.


(9)               
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall
be qualified under such Act or exempt from regulation thereunder.


Section
14.05           
Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.


Subject to Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for purposes of this Section and Section 14.06, the Trustee and any such other trustee are referred to collectively as the
“Trustee”) pursuant to Section 14.04 in respect of the Securities of any Defeasible Series shall be held in
trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and
any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge
that by law is for the account of the Holders of Outstanding Securities.


Anything in this Article XIV to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 14.04 with respect to Securities of any Defeasible Series
that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Defeasance or Covenant Defeasance with respect to the Securities of such series.






    	 	50	 



     


    

Section
14.06           
Reinstatement. 


If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article XIV with respect to the Securities of any series by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as
though no deposit had occurred pursuant to this Article XIV with respect to Securities of such series until such time as
the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 14.05 with respect to Securities
of such series in accordance with this Article XIV; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any Security of such series following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money so held in trust.


ARTICLE XV



CONVERSION OF SECURITIES


Section
15.01           
Applicability; Conversion Privilege and Conversion Price.


Securities of any series which are convertible
into Common Stock of the Company shall be convertible in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.


Subject to and upon compliance with the
provisions of this Article, at the option of the Holder thereof, any Security or any portion of the outstanding principal amount
thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion
thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock of the Company at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion
right shall expire at the close of business on the date specified for Securities of such series. In case a Security or portion
thereof is called for redemption at the election of the Company, such conversion right in respect of the Security or portion so
called shall expire at the close of business on the 10th calendar day before the Redemption Date, unless the Company defaults in
making the payment due upon redemption.


The price at which shares of Common Stock
shall be delivered upon conversion (herein called the “conversion price”) shall be the price specified in relation
to Securities of such series pursuant to Section 3.01, as it shall be adjusted in certain instances as provided in this
Article.


Section
15.02           
Exercise of Conversion Privilege.






    	 	51	 



     


    

In order to exercise the conversion privilege,
the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company or in blank,
at any office or agency of the Company maintained for that purpose, accompanied by written notice to the Company (which shall be
substantially in the form set forth in Section 2.03) at such office or agency that the Holder elects to convert such Security
or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Securities surrendered
for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have
been called for redemption on a Redemption Date within such period) be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered
for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company,
the interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment
Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such Regular Record
Date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and
the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security
for conversion. Except as provided in the preceding sentence and subject to the final paragraph of Section 3.07, no payment
or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion
or on account of any dividends on the Common Stock issued upon conversion.


Securities shall be deemed to have been
converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with
the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person
or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable
upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 15.03.


In the case of any Security which is
converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount
equal to the unconverted portion of the principal amount of such Security.


Section
15.03           
Fractions of Shares.


No fractional shares of Common Stock
shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock
which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall
pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the daily closing price per share
of Common Stock (consistent with Section 15.04(6) below) at the close of business on the day of conversion.


Section
15.04           
Adjustment of Conversion Price.


(1)               
In case the Company shall pay or make a dividend or other distribution on any class of capital
stock of the Company in Common Stock, the conversion price in effect at the opening of business on the day multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on
the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business
on the day following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make
any distribution on shares of Common Stock held in the treasury of the Company.






    	 	52	 



     


    

(2)               
In case the Company shall issue rights or warrants to all holders of its Common Stock entitling
them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined
as provided in paragraph (6) of this Section) of the Common Stock on the date fixed for the determination of stockholders
entitled to receive such rights or warrants (other than pursuant to a dividend reinvestment plan), the conversion price in effect
at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the
total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and
the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately
after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (2),
the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall
include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will
not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company.


(3)               
In case outstanding shares of Common Stock shall be subdivided into a greater number of shares
of Common Stock, the conversion price in effect at the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the conversion price in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case
may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision
or combination becomes effective.


(4)               
In case the Company shall, by dividend or otherwise, distribute to all holders of its Common
Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph
(2) of this Section, any dividend or distribution paid in cash out of the earned surplus of the Company and any dividend
or distribution referred to in paragraph (1) of this Section), the conversion price shall be adjusted so that the same shall
equal the price determined by multiplying the conversion price in effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be
the current market price per share (determined as provided in paragraph (6) of this Section) of the Common Stock on the
date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution filed with the Trustee) of the portion of the assets or evidences of indebtedness
so distributed applicable to one share of Common Stock and the denominator shall all be such current market price per share of
the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date
fixed for the determination of stockholders entitled to receive such distribution.






    	 	53	 



     


    

(5)               
The reclassification of Common Stock into securities other than Common Stock (other than any
reclassification upon a consolidation or merger to which Section 15.11 applies) shall be deemed to involve (a) a distribution
of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall
be deemed to be “the date fixed for the determination of stockholders entitled to receive such distribution” and the
“date fixed for such determination” within the meaning of paragraph (4) of this Section), and (b) a subdivision
or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification
into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall
be deemed to be “the day upon which such subdivision becomes effective’ or ‘the day upon which such combination
becomes effective’, as the case may be, such ‘the day upon which such subdivision or combination becomes effective’
within the meaning of paragraph (3) of this Section).


(6)               
For the purpose of any computation under paragraphs (2) and (4) of this Section,
the current market price per share of Common Stock on any day shall be deemed to be the average of the daily closing prices for
the five consecutive trading days (i.e., Business Days on which the Common Stock is traded) selected by the Board of Directors
commencing not more than 20 trading days before, and ending not later than, the earlier of the day in question and the day before
the ‘ex’ date with respect to the issuance or distribution requiring such computation. For this purpose, the term “ex’
date’, when used with respect to any issuance or distribution, shall mean the first date on which the Common Stock trades
regular way on the applicable exchange or in the applicable market without the right to receive such issuance or distribution.
The closing price for each day shall be the reported last sale price regular way or, in case no such reported sale takes place
on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange
or, if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange,
on the Nasdaq Stock Market or, if the Common Stock is not listed or admitted to trading on any national securities exchange or
quoted on the Nasdaq Stock Market, the average of the closing bid and asked prices in the over-the-counter market as furnished
by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose.


(7)               
The Company may make such reductions in the conversion price, in addition to those required
by paragraphs (1), (2), (3) and (4) of this Section, as it considers to be advisable in order to avoid
or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance
of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other
reasons. The Company shall have the power to resolve any ambiguity or correct any error in this paragraph (7) and its actions
in so doing shall be final and conclusive.


(8)               
No adjustment in the conversion price shall be required unless such adjustment would require
an increase or decrease of at least one percent in such conversion price; provided, however, that any adjustments which by reason
of this paragraph (8) is not required to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be.


Section
15.05           
Notice of Adjustments of Conversion Price.


Whenever the conversion price is adjusted
as herein provided:


(A)              
the Company shall compute the adjusted conversion price in accordance with Section 15.04
and shall prepare a certificate signed by the Treasurer of the Company setting forth the adjusted conversion price and showing
in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office
or agency maintained for the purpose of conversion of Securities; and






    	 	54	 



     


    

(B)              
a notice stating that the conversion price has been adjusted and setting forth the adjusted
conversion price shall forthwith be required, and as soon as practicable after it is required, such notice shall be mailed by the
Company to all Holders at their last addresses as they shall appear in the Security Register.


Section
15.06           
Notice of Certain Corporate Action.


In case:


(A)              
the Company shall declare a dividend (or any other distribution) on its Common Stock payable
otherwise than in cash out of its earned surplus; or


(B)              
the Company shall authorize the granting to the holders of its Common Stock of rights or warrants
to subscribe for or purchase any shares of capital stock of any class or of any other rights; or


(C)              
of any reclassification of the Common Stock of the Company (other than a subdivision or combination
of its outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and
for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the
assets of the Company; or


(D)              
of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then
the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities, and shall
cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10
days in any case specified in clause (A) or (B) above) prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants,
or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend,
distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash
or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation
or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings
described in clauses (A) through (D) of this Section 15.06. If at the time the Trustee shall not be the conversion agent,
a copy of such notice shall also forthwith be filed by the Company with the Trustee.


Not less than seven days prior to any
date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at
each office or agency maintained for the purpose of conversion of Securities, and shall cause to be mailed to all Holders at their
last addresses as they shall appear in the Security Register, a notice stating the date on which the such determination is to be
made, and briefly describing the import thereof. If at the time the Trustee shall not be the conversion agent, a copy of such notice
shall also forthwith be filed by the Company with the Trustee.






    	 	55	 



     


    

Section
15.07           
Company to Reserve Common Stock.


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


Section
15.08           
Taxes on Conversions.


The Company will pay any and all taxes
that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto.
The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of
any such tax, or has established to the satisfaction of the Company that such tax has been paid.


Section
15.09           
Covenant as to Common Stock.


The Company covenants that all shares
of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and nonassessable and, except as
provided in Section 15.08, the Company will pay all taxes, liens and charges with respect to the issue thereof.


Section
15.10           
Cancellation of Converted Securities.


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


Section
15.11           
Provisions in Case of Consolidation, Merger or Sale of Assets.


In case of any consolidation of the Company
with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company)
or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting
from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such
Security shall be convertible as specified in Section 15.01, to convert such Security only into the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common
Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or
transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind
or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if
the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the
same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing
share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable
per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article.






    	 	56	 



     


    

The above provisions of this Section
shall similarly apply to successive consolidations, mergers, sales or transfers.


Section
15.12           
Responsibility of Trustee.


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


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.


ARTICLE XVI



MISCELLANEOUS


Section
16.01           
Patriot Act.


The parties hereto acknowledge that in
accordance with Section 326 of the U.S.A Patriot Act (the “Patriot Act”), the Trustee, like all financial institutions
and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to
this Indenture agree that they shall provide the Trustee with such information as it they request in order for the Trustee to satisfy
the requirements of the Patriot Act.


[Signature Page to Follow]






    	 	57	 



     


    

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


AQUA AMERICA, INC.


 


 





	 	By:	/s/ Christopher P. Luning	 
	 	 	Name:	Christopher
P. Luning	 
	 	 	Title:	Executive Vice President,
General	 
	 	 	 	Counsel and Secretary	 



 


 


U.S. BANK N.A


 


 





	 	By:	/s/ Gregory P. Gulm	 
	 	 	Name:	Gregory
P. Gulm	 
	 	 	Title:	Vice President	 


 


 


 




 


[Signature Page to Senior Indenture]