Indenture dated as of March 4, 1997



 EXHIBIT 4.A 
  

 
 TENNESSEE GAS PIPELINE COMPANY

 TO 

THE CHASE MANHATTAN BANK 
 TRUSTEE 
 INDENTURE 

DATED AS OF MARCH 4, 1997 
  

 
  







 TENNESSEE GAS PIPELINE COMPANY 

CERTAIN SECTIONS OF THIS INDENTURE RELATING TO 
 SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE 
 TRUST INDENTURE ACT OF 1939:

  

			
	 TRUST INDENTURE
 ACT SECTION
	  	INDENTURE SECTION
	 Section 310(a)(1)
	  	609
	 (a)(2)
	  	609
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (b)
	  	608
		  	610
	 Section 311(a)
	  	613
	 (b)
	  	613
	 Section 312(a)
	  	701
		  	702
	 (b)
	  	702
	 (c)
	  	702
	 Section 313(a)
	  	703
	 (b)
	  	703
	 (c)
	  	703
	 (d)
	  	703
	 Section 314(a)
	  	704
	 (a)(4)
	  	101
		  	1004
	 (b)
	  	Not Applicable
	 (c)(1)
	  	101
		  	102
	 (c)(2)
	  	101
		  	102
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	102
	 Section 315(a)
	  	601
	 (b)
	  	602
	 (c)
	  	601
	 (d)
	  	601
	 (e)
	  	514
	 Section 316(a)
	  	101
	 (a)(1)(A)
	  	502
		  	512
	 (a)(1)(B)
	  	513
	 (a)(2)
	  	Not Applicable
	 (b)
	  	508
	 (c)
	  	104
	 Section 317(a)(1)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 Section 318(a)
	  	107

  

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








 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
	 PARTIES
	  	 	1	  
	 RECITALS OF THE COMPANY
	  	 	1	  
		
	 ARTICLE ONE
	  			
		
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  			
			
	SECTION 101.	 	 Definitions
	  	 	1	  
		 	 Act
	  	 	2	  
		 	 Affiliate
	  	 	2	  
		 	 Alternate Program
	  	 	2	  
		 	 Authenticating Agent
	  	 	2	  
		 	 Authorized Newspaper
	  	 	2	  
		 	 Bankruptcy Law
	  	 	2	  
		 	 Board of Directors
	  	 	3	  
		 	 Board Resolution
	  	 	3	  
		 	 Business Day
	  	 	3	  
		 	 Commission
	  	 	3	  
		 	 Company
	  	 	3	  
		 	 Company Request or Company Order
	  	 	3	  
		 	 Consolidated Net Tangible Assets
	  	 	3	  
		 	 Corporate Trust Office
	  	 	4	  
		 	 corporation
	  	 	4	  
		 	 covenant defeasance
	  	 	4	  
		 	 Custodian
	  	 	4	  
		 	 Debt
	  	 	4	  
		 	 Default
	  	 	4	  
		 	 Defaulted Interest
	  	 	4	  
		 	 defeasance
	  	 	4	  
		 	 Definitive Security
	  	 	4	  
		 	 Depositary
	  	 	4	  
		 	 Dollar or $
	  	 	4	  
		 	 Event of Default
	  	 	5	  
		 	 Exchange Act
	  	 	5	  
		 	 Funded Debt
	  	 	5	  
		 	 Global Security
	  	 	5	  
		 	 Holder
	  	 	5	  
		 	 Indenture
	  	 	5	  
		 	 interest
	  	 	5	  
		 	 Interest Payment Date
	  	 	5	  
		 	 Lien
	  	 	5	  
		 	 Margin Stock
	  	 	6	  
		 	 Maturity
	  	 	6	  


  








  

							
	 	 	 	  	PAGE	 
		 	 Notice of Default
	  	 	6	  
		 	 Officer’s Certificate
	  	 	6	  
		 	 Opinion of Counsel
	  	 	6	  
		 	 Original Issue Discount Security
	  	 	6	  
		 	 Outstanding
	  	 	6	  
		 	 Paying Agent
	  	 	7	  
		 	 Periodic Offering
	  	 	8	  
		 	 Permitted Liens
	  	 	8	  
		 	 Person
	  	 	8	  
		 	 Place of Payment
	  	 	9	  
		 	 Predecessor Security
	  	 	9	  
		 	 Principal Property
	  	 	9	  
		 	 Redemption Date
	  	 	9	  
		 	 Redemption Price
	  	 	9	  
		 	 Regular Record Date
	  	 	9	  
		 	 Restricted Affiliate
	  	 	9	  
		 	 Restricted Subsidiary
	  	 	10	  
		 	 Sale-Leaseback Transaction
	  	 	10	  
		 	 Securities
	  	 	10	  
		 	 Security Register and Security Registrar
	  	 	10	  
		 	 Special Record Date
	  	 	10	  
		 	 Stated Maturity
	  	 	10	  
		 	 Subsidiary
	  	 	10	  
		 	 Trust Indenture Act
	  	 	10	  
		 	 Trustee
	  	 	11	  
		 	 U.S. Government Obligations
	  	 	11	  
		 	 Vice President
	  	 	11	  
	SECTION 102.	 	 Compliance Certificates and Opinions
	  	 	11	  
	SECTION 103.	 	 Form of Documents Delivered to Trustee
	  	 	12	  
	SECTION 104.	 	 Acts of Holders; Record Dates
	  	 	13	  
	SECTION 105.	 	 Notices, Etc., to Trustee and Company
	  	 	14	  
	SECTION 106.	 	 Notice to Holders; Waiver
	  	 	14	  
	SECTION 107.	 	 Conflict with Trust Indenture Act
	  	 	15	  
	SECTION 108.	 	 Effect of Headings and Table of Contents
	  	 	15	  
	SECTION 109.	 	 Successors and Assigns
	  	 	15	  
	SECTION 110.	 	 Separability Clause
	  	 	15	  
	SECTION 111.	 	 Benefits of Indenture
	  	 	15	  
	SECTION 112.	 	 Governing Law
	  	 	16	  
	SECTION 113.	 	 Legal Holidays
	  	 	16	  
	SECTION 114.	 	 Language of Notices, Etc.
	  	 	16	  
	SECTION 115.	 	Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability	  	 	16	  


  
 ii 









  

							
	 	 	 	  	PAGE	 
	 ARTICLE TWO
	  			
		
	 SECURITY FORMS
	  			
			
	SECTION 201.	 	 Forms Generally
	  	 	17	  
	SECTION 202.	 	 Form of Face of Security
	  	 	17	  
	SECTION 203.	 	 Form of Reverse of Security
	  	 	21	  
	SECTION 204.	 	 Global Securities
	  	 	27	  
	SECTION 205.	 	 Form of Trustee’s Certificate of Authentication
	  	 	28	  
		
	 ARTICLE THREE
	  			
		
	 THE SECURITIES
	  			
			
	SECTION 301.	 	 Amount Unlimited; Issuable in Series
	  	 	29	  
	SECTION 302.	 	 Denominations
	  	 	32	  
	SECTION 303.	 	 Execution, Authentication, Delivery and Dating
	  	 	32	  
	SECTION 304.	 	 Temporary Securities
	  	 	34	  
	SECTION 305.	 	 Registration, Registration of Transfer and Exchange
	  	 	35	  
	SECTION 306.	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	37	  
	SECTION 307.	 	 Payment of Interest; Interest Rights Preserved
	  	 	38	  
	SECTION 308.	 	 Persons Deemed Owners
	  	 	39	  
	SECTION 309.	 	 Cancellation
	  	 	40	  
	SECTION 310.	 	 Computation of Interest
	  	 	40	  
	SECTION 311.	 	 CUSIP Numbers
	  	 	40	  
		
	 ARTICLE FOUR
	  			
		
	 SATISFACTION AND DISCHARGE
	  			
			
	SECTION 401.	 	 Satisfaction and Discharge of Indenture
	  	 	41	  
	SECTION 402.	 	 Application of Trust Money
	  	 	42	  
		
	 ARTICLE FIVE
	  			
		
	 REMEDIES
	  			
			
	SECTION 501.	 	 Events of Default
	  	 	42	  
	SECTION 502.	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	43	  
	SECTION 503.	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	45	  
	SECTION 504.	 	 Trustee May File Proofs of Claim
	  	 	46	  
	SECTION 505.	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	46	  
	SECTION 506.	 	 Application of Money Collected
	  	 	47	  
	SECTION 507.	 	 Limitation on Suits
	  	 	47	  
	SECTION 508.	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	48	  


  
 iii









  

							
	 	 	 	  	PAGE	 
	SECTION 509.	 	 Restoration of Rights and Remedies
	  	 	48	  
	SECTION 510.	 	 Rights and Remedies Cumulative
	  	 	48	  
	SECTION 511.	 	 Delay or Omission Not Waiver
	  	 	49	  
	SECTION 512.	 	 Control by Holders
	  	 	49	  
	SECTION 513.	 	 Waiver of Past Defaults
	  	 	49	  
	SECTION 514.	 	 Undertaking for Costs
	  	 	50	  
	SECTION 515.	 	 Waiver of Usury, Stay or Extension Laws
	  	 	50	  
		
	 ARTICLE SIX
	  			
		
	 THE TRUSTEE
	  			
			
	SECTION 601.	 	 Certain Duties and Responsibilities
	  	 	50	  
	SECTION 602.	 	 Notice of Defaults
	  	 	51	  
	SECTION 603.	 	 Certain Rights of Trustee
	  	 	51	  
	SECTION 604.	 	 Not Responsible for Recitals or Issuance of Securities
	  	 	52	  
	SECTION 605.	 	 May Hold Securities
	  	 	52	  
	SECTION 606.	 	 Money Held in Trust
	  	 	53	  
	SECTION 607.	 	 Compensation and Reimbursement
	  	 	53	  
	SECTION 608.	 	 Disqualification; Conflicting Interests
	  	 	54	  
	SECTION 609.	 	 Corporate Trustee Required; Eligibility
	  	 	54	  
	SECTION 610.	 	 Resignation and Removal; Appointment of Successor
	  	 	54	  
	SECTION 611.	 	 Acceptance of Appointment by Successor
	  	 	56	  
	SECTION 612.	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	57	  
	SECTION 613.	 	 Preferential Collection of Claims Against Company
	  	 	58	  
	SECTION 614.	 	 Appointment of Authenticating Agent
	  	 	58	  
		
	 ARTICLE SEVEN
	  			
		
	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  			
			
	SECTION 701.	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	60	  
	SECTION 702.	 	 Preservation of Information; Communications to Holders
	  	 	60	  
	SECTION 703.	 	 Reports by Trustee
	  	 	61	  
	SECTION 704.	 	 Reports by Company
	  	 	61	  
		
	 ARTICLE EIGHT
	  			
		
	 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  			
			
	SECTION 801.	 	 Company May Consolidate, Etc., Only on Certain Terms
	  	 	62	  
	SECTION 802.	 	 Successor Substituted
	  	 	63	  


  
 iv 









  

							
	 	 	 	  	PAGE	 
	 ARTICLE NINE
	  			
		
	 SUPPLEMENTAL INDENTURES
	  			
			
	SECTION 901.	 	 Supplemental Indentures Without Consent of Holders
	  	 	63	  
	SECTION 902.	 	 Supplemental Indentures with Consent of Holders
	  	 	64	  
	SECTION 903.	 	 Execution of Supplemental Indentures
	  	 	65	  
	SECTION 904.	 	 Effect of Supplemental Indentures
	  	 	65	  
	SECTION 905.	 	 Conformity with Trust Indenture Act
	  	 	66	  
	SECTION 906.	 	 Reference in Securities to Supplemental Indentures
	  	 	66	  
		
	 ARTICLE TEN
	  			
		
	 COVENANTS
	  			
			
	SECTION 1001.	 	 Payment of Principal, Premium and Interest
	  	 	66	  
	SECTION 1002.	 	 Maintenance of Office or Agency
	  	 	66	  
	SECTION 1003.	 	 Money for Securities Payments to Be Held in Trust
	  	 	67	  
	SECTION 1004.	 	 Statement by Officers as to Default
	  	 	68	  
	SECTION 1005.	 	 Existence
	  	 	69	  
	SECTION 1006.	 	 Limitations on Liens
	  	 	69	  
	SECTION 1007.	 	 Restriction of Sale-Leaseback Transaction
	  	 	71	  
	SECTION 1008.	 	 Waiver of Certain Covenants
	  	 	72	  
		
	 ARTICLE ELEVEN
	  			
		
	 REDEMPTION OF SECURITIES
	  			
			
	SECTION 1101.	 	 Applicability of Article
	  	 	73	  
	SECTION 1102.	 	 Election to Redeem; Notice to Trustee
	  	 	73	  
	SECTION 1103.	 	 Selection by Trustee of Securities to Be Redeemed
	  	 	73	  
	SECTION 1104.	 	 Notice of Redemption
	  	 	74	  
	SECTION 1105.	 	 Deposit of Redemption Price
	  	 	74	  
	SECTION 1106.	 	 Securities Payable on Redemption Date
	  	 	75	  
	SECTION 1107.	 	 Securities Redeemed in Part
	  	 	75	  
		
	 ARTICLE TWELVE
	  			
		
	 SINKING FUNDS
	  			
			
	SECTION 1201.	 	 Applicability of Article
	  	 	76	  
	SECTION 1202.	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	76	  
	SECTION 1203.	 	 Redemption of Securities for Sinking Fund
	  	 	76	  


  
 v 








  

							
	 	 	 	  	PAGE	 
	 ARTICLE THIRTEEN
	  			
		
	 DEFEASANCE
	  			
			
	SECTION 1301.	 	 Applicability of Article
	  	 	77	  
	SECTION 1302.	 	 Legal Defeasance
	  	 	77	  
	SECTION 1303.	 	 Covenant Defeasance
	  	 	79	  
	SECTION 1304.	 	 Application by Trustee of Funds Deposited for Payment of Securities
	  	 	80	  
	SECTION 1305.	 	 Repayment to Company
	  	 	81	  

  

	Note:	This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture. 


  
 vi 









 INDENTURE dated as of March 4, 1997, between TENNESSEE GAS PIPELINE COMPANY, a
corporation duly organized and existing under the laws of Delaware (the “Company”), having its principal office at 1001 Louisiana, Houston, Texas, and THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (the
“Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (the
“Securities”), to be issued in one or more series as in this Indenture provided. 
 All things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 This Indenture is subject to the
provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be governed by such provisions. 
 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 any series thereof, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 SECTION 101. Definitions. 
 For all purposes of this Indenture, except as
otherwise expressly provided or unless the context 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 “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of such computation; 







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

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

“Act”, when used with respect to any Holder, has the meaning specified in Section 104. 

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

“Alternate Program” means any program providing for the financing, sale or other disposition of trade or other receivables
classified as current assets in accordance with United States generally accepted accounting principles entered into by the Company or a Subsidiary (or for purposes of Section 1006 only, any Restricted Affiliate), provided that such program is
on terms customary for similar transactions. 
 “Authenticating Agent” means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 

“Authorized Newspaper” means a newspaper, in the English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. 

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

  
 2 








 “Board of Directors” means the board of directors of the Company, or the executive
or any other committee of that board duly authorized to act in respect thereof. 
 “Board Resolution” means a copy of
a resolution certified by the Secretary or an Assistant Secretary of the Company, the principal financial officer of the Company or any other authorized officer of the Company or a person duly authorized by any of them, 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 or other location, means, except as otherwise provided as
contemplated by Section 301 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated
by law, executive order or regulation to close. 
 “Commission” means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act or, if at any time after the execution 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, its Chief Executive Officer, its President, any of its Vice Presidents or any other authorized officer of the Company or a person duly authorized by any of them, and delivered to the Trustee. 

“Consolidated Net Tangible Assets” means, at any date of determination, the total amount of assets after deducting therefrom
(i) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is
being computed, and (B) current maturities of long-term debt), and (ii) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth on the consolidated
balance sheet of the Company and its consolidated subsidiaries for the Company’s most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles. 

  
 3 








 “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered, which at the date hereof is 450 West 33rd Street, New York, NY 10001. 
 “corporation” includes corporations, associations, partnerships, limited liability companies, joint-stock companies and business trusts. 

“covenant defeasance” has the meaning specified in Section 1303. 

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

“Debt” means any obligation created or assumed by any Person for the repayment of money borrowed and any purchase money
obligation created or assumed by such Person. 
 “Default” means, with respect to a series of Securities, any event
which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 

“Defaulted Interest” has the meaning specified in Section 307. 

“defeasance” has the meaning specified in Section 1302. 

“Definitive Security” means a Security other than a Global Security or a temporary Security. 

“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 301, until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person, shall be a collective reference to such Persons. 

“Dollar” or “$” means the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts. 

  
 4 








 “Event of Default” has the meaning specified in Section 501. 

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

 “Funded Debt” means all Debt maturing one year or more from the date of the creation thereof, all Debt directly or
indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, and all Debt under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a period of one year or more. 
 “Global
Security” means a Security in global form 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. 

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

“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” also shall include the terms of particular series of Securities established as contemplated by Section 301. 

“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. 
 “Lien” means any mortgage, pledge,
security interest, charge, lien or other encumbrance of any kind, whether or not filed, recorded or perfected under applicable law. 

  
 5 








 “Margin Stock” means “margin stock” as defined in Regulation U of
the Board of Governors of the Federal Reserve System, as in effect from time to time. 
 “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 501(3).

 “Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President, any Vice President or any other authorized officer of the Company or a person duly authorized by any of them, and delivered to the Trustee. The officer signing an Officer’s Certificate given pursuant to Section 1004 shall be
the principal executive, financial or accounting officer of the Company. 
 “Opinion of Counsel” means a written
opinion of legal counsel, who may be an employee of or counsel for the Company and who shall be reasonably acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security which provides for an amount less than the stated principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502. 
 “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, however, 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; 

  
 6 








 (3) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held
by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and 
 (4) Securities, except to
the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance or covenant defeasance as provided in Article Thirteen; 
 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 on such date pursuant to Section 502, (B) the principal amount of a Security denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such
currencies or currency units, determined in the manner provided as contemplated by Section 301 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 (as so determined) 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 the Trustee knows to be so owned shall be so disregarded. Securities so owned as described in Clause (C) above 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. 

  
 7 








 “Periodic Offering” means an offering of Securities of a series from time to time,
the specific terms of which Securities, including, without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the original issue date
or dates thereof, the redemption provisions, if any, with respect thereto, and any other terms specified as contemplated by Section 301 with respect thereto, are to be determined by the Company upon the issuance of such Securities. 

“Permitted Liens” means (i) Liens upon rights-of-way for pipeline purposes; (ii) any governmental Lien, mechanics’,
materialmen’s, carriers’ or similar Lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined Lien which is incidental to construction;
(iii) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any
property; (iv) Liens of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent, or (C) delinquent but the validity of which is being contested at the time by the Company or any Subsidiary in
good faith; (v) Liens of, or to secure performance of, leases; (vi) any Lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings;
(vii) any Lien upon property or assets acquired or sold by the Company or any Restricted Subsidiary resulting from the exercise of any rights arising out of defaults on receivables; (viii) any Lien incurred in the ordinary course of
business in connection with workmen’s compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;
(ix) any Lien upon any property or assets in accordance with customary banking practice to secure any Debt incurred by the Company or any Restricted Subsidiary in connection with the exporting of goods to, or between, or the marketing of goods
in, or the importing of goods from, foreign countries; or (x) any Lien in favor of the United States of America or any state thereof, or any other country, or any political subdivision of any of the foregoing, to secure partial, progress,
advance, or other payments pursuant to any contract or statute, or any Lien securing industrial development, pollution control, or similar revenue bonds. 
 “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, other entity, unincorporated organization or
government or any agency or political subdivision thereof. 

  
 8 








 “Place of Payment”, when used with respect to the Securities of any series, means,
unless otherwise specifically provided for with respect to such series as contemplated by Section 301, the office or agency of the Company in The City of New York and such other place or places where, subject to the provisions of
Section 1002, the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security. 
 “Principal Property” means (a) any pipeline assets of the Company or any Subsidiary, including any
related facilities employed in the transportation, distribution or marketing of natural gas, that is located in the United States or Canada, and (b) any processing or manufacturing plant owned or leased by the Company or any Subsidiary and
located within the United States or Canada, except, in the case of either clause (a) or (b), any such assets or plant which, in the opinion of the Board of Directors, is not material in relation to the activities of the Company and its
Subsidiaries as a whole. 
 “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 301. 
 “Restricted Affiliate” means any Affiliate of the Company (other than a Subsidiary) designated by the Company as a “Restricted Affiliate” by written notice to the Trustee; provided
that such Affiliate shall not become a Restricted Affiliate until such time that (a) such Affiliate executes a guaranty (in form and substance reasonably satisfactory to the Trustee) in favor of the 

  
 9 








 Trustee, for the ratable benefit of the Holders, guaranteeing the prompt and complete payment by TGP when
due (whether at the stated maturity, by acceleration or otherwise) of the Securities; and (b) the Trustee receives an Opinion of Counsel reasonably acceptable to the Trustee, which shall be in form and substance satisfactory to the Trustee;
provided further, however, that after such time as such Affiliate becomes a Restricted Affiliate, the Company may terminate the designation of such Affiliate as a Restricted Affiliate by written notice to the Trustee at which time the aforementioned
guaranty of such Affiliate shall also terminate. 
 “Restricted Subsidiary” means any Subsidiary of the Company owning
or leasing any Principal Property. 
 “Sale-Leaseback Transaction” means the sale or transfer by the Company or any
Restricted Subsidiary of any Principal Property to a Person (other than the Company or a Subsidiary) and the taking back by the Company or any Restricted Subsidiary, as the case may be, of a lease of such Principal Property. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Security Register” and “Security Registrar” have the
respective meanings specified in Section 305. 
 “Special Record Date” for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307. 
 “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. 

“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,
except as otherwise provided in Section 905; provided, however, that if 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. 

  
 10 









 “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” means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged, or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, each of which are not callable or
redeemable at the option of the issuer thereof. 
 “Vice President”, when used with respect to the Company or 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”. 
 SECTION 102. 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 or 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 (except for certificates provided for in Section 1004) 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; 

  
 11 









 (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 103. Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion
of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which 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 stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

  
 12 









 SECTION 104. 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 (either physically or by means of a facsimile or an electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) 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 (either physically or by means of a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through the facilities of a Depositary) 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 315 of the Trust Indenture Act) 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, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person’s holding the same, shall be proved by the Security Register.

 Any request, demand, authorization, direction, notice, consent, waiver or other action 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. 
 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. 

  
 13 









 The Company may 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, but the Company shall have no obligation to do so. 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. 
 SECTION 105. 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 to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trustee Administration 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 1001 Louisiana,
Houston, Texas 77002, to the attention of the Secretary, or at any other address previously furnished in writing to the Trustee by the Company. 
 SECTION 106. 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 (if international mail, by air mail), 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. Any notice mailed to a Holder in the manner herein prescribed shall be
conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 

  
 14 









 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. 
 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 107. 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 excluded, as the case
may be. 
 SECTION 108. 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 109. 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 110. Separability Clause. 
 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 111. 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. 

  
 15 









 SECTION 112. Governing Law. 

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. 

SECTION 113. Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision 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 period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 
 SECTION 114. Language of Notices, Etc. 
 Any request, demand, authorization,
direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

SECTION 115. Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability. 

No recourse under or upon any obligation, covenant or agreement of or contained in this Indenture or of or contained in any Security, or
for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a part of the consideration for, the execution of this Indenture and the issue of the Securities. 

  
 16 









 ARTICLE TWO 
 SECURITY FORMS 
 SECTION 201. 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. 
 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. 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 an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
 SECTION 202. Form
of Face of Security. 
 [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]


  
 17 









 [If a Global Security, — insert legend required by Section 204 of the Indenture]
[If applicable, insert — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

  
 18 









 TENNESSEE GAS PIPELINE COMPANY 

[TITLE OF SECURITY] 
 NO.


                        U.S.$

 [CUSIP NO. 

                        ]

 TENNESSEE GAS PIPELINE COMPANY, a corporation duly incorporated and existing under the laws of Delaware (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 [            ] United States 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 of which 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 such Indenture]. 

  
 19 









 [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.] 
 [If a Global Security, insert — Payment of the principal of [(and premium, if any)] and [if applicable, insert — any such] interest on this Security will be made by transfer of immediately
available funds to a bank account in [            ] designated by the Holder 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 [state other currency].] 
 [If a Definitive Security insert — 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] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of
any such Paying Agent, at the [main] offices of [            ] in [            ] and in
[            ], or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar]
account maintained by the payee with, a bank in The City of New York [            ] (so long as the applicable Paying Agent has received proper transfer instructions in writing at least
[            ] days prior to the payment date)] [if applicable, insert — ; provided, however, that payment of interest may be made at the option of the Company by [United States
Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee
with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] 

  
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 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. 

 

							
	 Dated:
	 		 		 	
		 		 	 TENNESSEE GAS PIPELINE COMPANY

				
		 		 	BY:	 	
		 		 		 	[TITLE]

 SECTION 203. Form of Reverse of Security. 

This Security is one of a duly authorized issue of securities of the Company (the “Securities”), issued and to be issued in one
or more series under an Indenture dated as of March 4, 1997 (the “Indenture”), between the Company and The Chase Manhattan Bank, as Trustee (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, obligations, 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. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [if applicable, insert — , limited in aggregate principal amount to
U.S.$        ]. 

  
 21 









 [If applicable, insert — The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 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 [            ], ], 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.] 
 [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 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, 

  
 22 









  

					
	 YEAR
	 	 REDEMPTION PRICE

FOR REDEMPTION

THROUGH OPERATION

OF THE SINKING FUND
	 	 REDEMPTION PRICE FOR

REDEMPTION OTHERWISE THAN
 THROUGH OPERATION
 OF THE SINKING FUND PRICE



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 — 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, — 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, — mandatory] sinking fund payments
may be credited against subsequent [if applicable, — mandatory] sinking fund payments otherwise required to be made [if applicable, — in the inverse order in which they become due].] 

[If the Security is subject to redemption in part 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 Securities of this series are not redeemable prior to Stated Maturity.] 

  
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 [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.] 
 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 aggregate principal amount of the Outstanding Securities of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture
permits, with certain exceptions as therein provided, the Holders of a majority in principal amount of Securities of all affected series then Outstanding (voting as a single class) to waive past defaults under the Indenture with respect to such
Securities 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 

  
 24 









 this series, the Holders of not less than 25% in principal amount of the Securities of all affected series
at the time Outstanding (treated as a single class) 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(s) and rate, and in the coin or currency, herein prescribed. 

[If a Global Security, insert — This Global Security or portion hereof may not be exchanged for Definitive Securities of this series
except in the limited circumstances provided in the Indenture. 
 The holders of beneficial interests in this Global Security
will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] 

[If a Definitive Security, insert — 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 [if applicable, insert — any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert — The City of New York[, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation
of any such transfer agent, at the [main] offices        
of        in        and        in        or at such other offices or agencies as the
Company may designate]], 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.] 

  
 25 









 The Securities of this series are issuable only in registered form without coupons in
denominations of U.S. $ 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. 
 No service
charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained
in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty
or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of the consideration for, the Securities and the execution of the Indenture.

 The Indenture provides that the Company (a) will be discharged from any and all obligations in respect of the Securities
(except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations (or a
combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not
be segregated from other funds except to the extent required by law. 

  
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 This Security shall be governed by and construed in accordance with the laws of the State of
New York. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
 [If a Definitive Security, insert as a separate page — 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

(Please Print or Typewrite Name and Address of Assignee) 
 the within instrument of TENNESSEE GAS PIPELINE COMPANY and does hereby irrevocably constitute and appoint              Attorney to transfer
said instrument on the books of the within-named Company, with full power of substitution in the premises. 
  

			
	 PLEASE INSERT SOCIAL SECURITY OR

    OTHER IDENTIFYING NUMBER OF ASSIGNEE:

    Dated:
	  	
		
		  	Signature

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument
in every particular, without alteration or enlargement or any change whatever.] 
 SECTION 204. Global Securities. 

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 

  
 27 









 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. 
 If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as specified in or as contemplated by Section 301, then, notwithstanding Clause (9) of
Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security
to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order.
Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any
instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel). 

The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 

SECTION 205. Form of Trustee’s Certificate of Authentication. 

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

  
 28 









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

			
	 THE CHASE MANHATTAN BANK,

                AS
TRUSTEE

		
	 By:
	 	 
		 	Authorized Officer


 ARTICLE THREE 
 THE SECURITIES 
 SECTION 301. Amount Unlimited; Issuable in Series. 

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

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 303, 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 (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 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
 (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 or the method of
determination thereof; 
 (5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method
of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, 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; 

  
 29 









 (6) the place or places where, subject to the provisions of Section 1002, the principal
of and any premium and interest on Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be served; 
 (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 upon the happening of a specified event 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 101; 
 (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 502 or the method of determination thereof; 

  
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 (14) 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 305 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; 

(15) any deletions from, modifications of or additions to the Events of Default set forth in Section 501 or the covenants of the
Company set forth in Article Ten pertaining to the Securities of the series; 
 (16) if other than as provided in
Sections 1302 and 1303, the means of defeasance or covenant defeasance as may be specified for the Securities of the series; 
 (17) if other than the Trustee, the identity of the Security Registrar and any Paying Agent; 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 901(4)). 

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 303) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. 

All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without
the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such
series. 
 If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing
the manner for determining, the terms of the series. 

  
 31 









 With respect to Securities of a series subject to a Periodic Offering, such Board Resolution
or Officer’s Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by
the Company, or one or more of the Company’s agents designated in an Officer’s Certificate, in accordance with a Company Order. 
 SECTION 302. 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 301. 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. 
 SECTION 303. Execution, Authentication, Delivery
and Dating. 
 The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive
Officer, its Chief Financial Officer, its President or any Vice President and need not be attested. 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;
provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by
the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior
to the time of the first authentication of Securities of such series. If the form or terms of the 

  
 32 









 Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, 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 601) shall be
fully protected in relying upon, an Opinion of Counsel stating, 
 (1) if the form or forms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 201, that such form or forms have been established in conformity with the provisions of this Indenture; 

(2) if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be,
established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; 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 forms 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 301 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 301 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. 

  
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 With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Company of any of such Securities, the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series. 
 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
of an authorized officer, 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 309 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. 
 SECTION 304. 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 maintained pursuant to Section 1002 for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon 

  
 34 









 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 305. Registration, Registration of Transfer and Exchange. 
 The Company
shall cause to be kept at an office or agency of the Company in The City of New York a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes 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 Company will, prior to the issuance of any
Securities hereunder, appoint the Trustee as the initial “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at
450 West 33rd Street, New York, New York 10001 as the initial office or agency in The City of New York where the Security Register will be maintained. The Company may at any time replace such Security Registrar, change such office or agency or act
as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. 
 Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 for such purpose, 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 (except a Global Security) 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. 

  
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 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. 

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 may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 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 1103 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 and except as otherwise specified as contemplated by Section 301, 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, except as provided in
this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary
for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by
the Company within 90 days, or (2) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such
Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to,
such Persons as such Depositary shall direct. 

  
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 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them and any agent of either of them harmless, 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. 
 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 of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security 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. 

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

SECTION 307. Payment of Interest; Interest Rights Preserved. 
 Except as otherwise provided as contemplated by Section 301 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). 

  
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 (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 and Section 305, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 308. Persons Deemed Owners. 
 Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, 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 Sections 305 and 307) 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. 

No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee nor
any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. 

  
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 SECTION 309. Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the 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 in accordance with its customary procedures, and the Trustee shall thereafter deliver to the Company a certificate with respect to such disposition. 

SECTION 310. Computation of Interest. 
 Except as otherwise specified in or as contemplated by Section 301 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 311. CUSIP Numbers. 
 The Company in issuing the Securities may use “CUSIP” numbers (in addition to the other identification numbers printed on the Securities), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such “CUSIP” 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 “CUSIP” numbers.


  
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 ARTICLE FOUR 
 SATISFACTION AND DISCHARGE 
 SECTION 401. Satisfaction and Discharge of Indenture.

 This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (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 with respect to such Securities, when 
 (1) either 

(A) all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306, and (ii) such Securities for whose payment money or U.S. Government Obligations 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 1003) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities 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 of money in the currency or currency units in which such Securities are payable or, if such Securities are payable in United States Dollars,
U.S. Government Obligations 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 with respect to such Securities; and 

  
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 (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 Securities have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture with respect to Securities of any series, (x) the obligations of
the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign under Section 610 shall survive, and (y) if money or U.S.
Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Company and/or the Trustee under Sections 402, 606, 701 and 1002 and the last paragraph
of Section 1003 shall survive. 
 SECTION 402. Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations deposited with the
Trustee pursuant to Section 401 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 or U.S. Government Obligations has been deposited with the Trustee. 

ARTICLE FIVE 

REMEDIES 

SECTION 501. 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 

  
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 (2) default in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity; or 
 (3) default in the performance, or breach, of any term, covenant or warranty of the Company in this
Indenture (other than a term, 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 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of all series outstanding (or, if any such term, covenant or warranty is not applicable to all series of Securities, by the Holders of at least 25% in principal amount of the Outstanding
Securities of all series to which it is applicable) (in each case treated as a single class) 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 
 (4) the Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case,
(B) consents to the entry of any order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (D) makes a general assignment for the
benefit of its creditors; or 
 (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that
(A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains
unstayed and in effect for 90 days; or 
 (6) any other Event of Default provided as contemplated by Section 301 with
respect to Securities of that series. 
 SECTION 502. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default of the type described in clauses (1), (2), (3) or (6) of Section 501 occurs and is continuing,
then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of
all affected series then Outstanding hereunder (voting as a single class) by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire principal (or, if the Securities of any such affected series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of all such affected series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any
such declaration the same shall become immediately due and payable. 

  
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 If an Event of Default of the type described in clause (4) or (5) of
Section 501 occurs and is continuing, then and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder (voting as a single class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire principal (or, if Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all the Securities then Outstanding, and interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. 
 At any time after such a declaration of acceleration
with respect to Securities of all affected 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 all such affected series (voting as a single class) 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 such affected Securities, 
 (B) the principal of (and premium, if any, on) any such affected Securities 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; 

  
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 and 
 (2) all Events of Default with respect to such affected Securities, 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 513. 
 No such rescission shall affect any subsequent Default or impair any
right consequent thereon. 
 SECTION 503. 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 the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of
an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 

If an Event of Default 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 most effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

  
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 SECTION 504. Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to the Company or any other obligor upon the Securities, their property or their 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 607. 

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 505. 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. 

  
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 SECTION 506. 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 607; 

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: The balance, if any, to the Company. 
 SECTION 507. 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 all affected series
(treated as a single class) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have offered to the Trustee reasonable indemnity 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; 

  
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 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 508. 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 Sections 305 and 307) 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. 
 SECTION 509. 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 510. 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 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


  
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 SECTION 511. 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 512. Control by Holders.

 The Holders of a majority in aggregate 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, however, 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 601, the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability. 

SECTION 513. Waiver of Past Defaults. 
 The Holders of a majority in aggregate principal amount of the Outstanding Securities of all series with respect to which an Event of Default shall have occurred and be continuing (voting as a single
class) may on behalf of the Holders of all such Securities waive any past default hereunder with respect to such Securities and its consequences, except 
 (1) a continuing default in the payment of the principal of or any premium or interest on any such Security, or 
 (2) a default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series
affected. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

  
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 SECTION 514. 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, however, 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 515. 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 SIX 
 THE TRUSTEE 
 SECTION 601. Certain Duties and Responsibilities. 

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. No provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this Section. 

  
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 SECTION 602. Notice of Defaults. 

If a Default occurs and is continuing with respect to the Securities of any series, the Trustee shall, within 90 days after it
occurs, transmit, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all uncured or unwaived Defaults known to it; provided, however, that, except in the case of a Default in payment on the
Securities of any series, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of its directors and/or its duly authorized officers in good faith determines that withholding such
notice is in the interests of Holders of Securities of such series; provided further, however, that, in the case of any default or breach of the character specified in Section 501(3) with respect to the Securities of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof. 
 SECTION 603. Certain Rights of Trustee.

 Subject to the provisions of Section 601: 
 (1) the Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(2) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution; 
 (3) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an
Officer’s Certificate; 
 (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 

  
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 (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit; 
 (7) the Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by
it hereunder; and 
 (8) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names
of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any
person specified as so authorized in any such certificate previously delivered and not superseded. 
 SECTION 604. Not
Responsible for Recitals or Issuance of Securities. 
 The recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness Neither the Trustee nor any Authenticating Agent makes any
representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 

SECTION 605. May Hold Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

  
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 SECTION 606. Money Held in Trust. 

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

SECTION 607. Compensation and Reimbursement. 
 The Company agrees 
 (1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and 
 (3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence or bad faith. 
 The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities.

 Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(4) or Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute
expenses of administration under any applicable Bankruptcy Law. 

  
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 The provisions of this Section shall survive the satisfaction and discharge of this
Indenture and the defeasance of the Securities. 
 SECTION 608. Disqualification; Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 
 SECTION 609. Corporate Trustee Required; Eligibility. 
 There shall at all times
be one or more Trustees hereunder with respect to the Securities of each series, at least one of which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus required by the Trust
Indenture Act. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article. 
 SECTION 610. Resignation and Removal;
Appointment of Successor. 
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
 The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of all series for which such Trustee is acting as Trustee, delivered to the Trustee and to the Company. 

  
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 If at any time: 
 (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by
the Company or by any such Holder, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (A) the Company may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees. 
 If the Trustee shall resign, be removed or become incapable of acting, or if
a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

  
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 The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

SECTION 611. Acceptance of Appointment by Successor. 
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to
the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or


  
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 change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees of the same trust and that each such Trustee shall be trustee of
a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
 (d) No successor
Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 
 SECTION 612. Merger, Conversion, Consolidation or Succession to Business 
 Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all
or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

  
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 SECTION 613. Preferential Collection of Claims Against Company. 

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 
 SECTION 614. Appointment of Authenticating Agent. 
 The Trustee (upon notice to
the Company) may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue (in accordance
with procedures acceptable to the Trustee) and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all 

  
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 of the corporate agency or corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section. 
 Except with respect to an Authenticating Agent appointed at the request of the Company,
the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of
Section 607. 
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of
such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

					
	 THE CHASE MANHATTAN BANK,

        AS TRUSTEE

			
	 By:
	 		 	 
		 	As Authenticating Agent
			
		 	By:	 	 
		 		 	Authorized Officer


 ARTICLE SEVEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 SECTION 701. 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 later than May 15 and November 15 in each year, 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 preceding April 30 or October 31, 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; 
 provided, however, that if
and so long as the Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities. 
 SECTION 702. Preservation of Information; Communications to Holders. 
 The Trustee
shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 

  
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 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 the names and addresses of Holders made pursuant to the Trust Indenture Act. 

SECTION 703. 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. 
 Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than July 15 in each calendar year with respect to the 12-month period ending on the previous May 15, commencing May 15, 1997. 
 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. 
 SECTION 704. Reports by
Company. 
 The Company shall: 
 (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations; 

  
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 (2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and
regulations; and 
 (3) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within
30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission. 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. 
 The Company
shall not consolidate with or merge into any other Person or sell, lease or transfer its properties and assets as, or substantially as, an entirety to, any Person, unless: 
 (1) (A) in the case of a merger, the Company is the surviving entity, or (B) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale or
transfer, or which leases, the properties and assets of the Company as, or substantially as, an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant and condition of this Indenture on the part of the Company to be performed or observed;

 (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(3) where the Company is not the surviving entity, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, sale, transfer or lease and the supplemental indenture required in connection with such transaction comply with this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with. 

  
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 SECTION 802. Successor Substituted. 

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, transfer or lease of the
properties and assets of the Company as, or substantially as, an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named originally as the Company herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
 ARTICLE NINE 
 SUPPLEMENTAL INDENTURES 

SECTION 901. Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to secure the Securities
pursuant to the requirements of Section 1006 or otherwise; or 
 (2) 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 
 (3) to add
to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of Securities (and if such covenants or Events of Default are to be for the benefit of less than all series of Securities, stating that such
covenants or Events of Default, as the case may be, are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 

(4) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided,
however, that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
or 
 (5) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 

  
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 (6) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this
clause (6) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or 

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

 (8) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act. 

SECTION 902. Supplemental Indentures with Consent of Holders. 
 With the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series affected by such supplemental indenture (voting as one class), by Act of said
Holders delivered to the Company and the Trustee, the Company 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 of 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, if any,
on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon, 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 

  
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 (3) change any obligation of the Company, with respect to Outstanding Securities of a
series, to maintain an office or agency in the places and for the purposes specified in Section 1002 for such series, or 

(4) modify any of the provisions of this Section, Section 513 or Section 1008, 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; provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7). 

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 903. 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 601) 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 904. 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.


  
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 SECTION 905. Conformity with Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect. 
 SECTION 906. 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. 

ARTICLE TEN 

COVENANTS 

SECTION 1001. 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 1002. 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. 

  
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 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. 
 Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the Place of Payment for each series of Securities The City and State of New York, and initially appoints the Trustee at its Corporate Trust Office as the Company’s
office or agency for each such purpose in such city. 
 SECTION 1003. 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) hold all sums held by it for the payment of the principal of (and premium,
if any) or interest, if any, on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any
default by the Company (or any 

  
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 other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if
any) or interest, if any, on the Securities of that series; and (3) during the continuance of any such default, 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 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. 

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
an Authorized Newspaper in each Place of Payment with respect to such series, 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 1004. Statement by Officers as to
Default. 
 The Company will deliver to the Trustee, within 150 days after the end of each fiscal year of the Company
ending after the date hereof, an Officer’s Certificate, stating whether or not to the best knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 

  
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 SECTION 1005. Existence. 

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company. 
 SECTION 1006. Limitations on Liens. 

The Company will not, nor will it permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any
Principal Property, whether owned or leased on the date of this Indenture or thereafter acquired, to secure any Debt of the Company or any other Person (other than the Securities issued hereunder), without in any such case making effective provision
whereby all of the Securities Outstanding hereunder shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured. This restriction shall not apply to: 

(i) any Lien upon any property or assets of the Company or any Restricted Subsidiary in existence on the date of this Indenture or created
pursuant to an “after-acquired property” clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture;

 (ii) any Lien upon any property or assets created at the time of acquisition of such property or assets by the Company or any
Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within
one year of such acquisition; 
 (iii) any Lien upon any property or assets existing thereon at the time of the acquisition
thereof by the Company or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Company or any Restricted Subsidiary); 
 (iv) any Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; 

  
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 (v) the assumption by the Company or any Restricted Subsidiary of obligations secured by any
Lien existing at the time of the acquisition by the Company or any Restricted Subsidiary of the property or assets subject to such Lien or at the time of the acquisition of the Person which owns such property or assets; 

(vi) any Lien on property to secure all or part of the cost of construction or improvements thereon or to secure Debt incurred prior to,
at the time of, or within one year after completion of such construction or making of such improvements, to provide funds for any such purpose; 
 (vii) any Lien on any oil, gas, mineral and processing and other plant properties to secure the payment of costs, expenses or liabilities incurred under any lease or grant or operating or other similar
agreement in connection with or incident to the exploration, development, maintenance or operation of such properties; 
 (viii)
any Lien arising from or in connection with a conveyance by the Company or any Restricted Subsidiary of any production payment with respect to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other
natural resources; 
 (ix) any Lien in favor of the Company or any Restricted Subsidiary; 

(x) any Lien created or assumed by the Company or any Restricted Subsidiary in connection with the issuance of Debt the interest on which
is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets
to be used by the Company or any Subsidiary; 
 (xi) any Lien upon property or assets of any foreign Restricted Subsidiary to
secure Debt of that foreign Restricted Subsidiary; 
 (xii) Permitted Liens; 

(xiii) any Lien created by any Alternate Program or any document executed by any Subsidiary or Restricted Affiliate in connection
therewith, provided that such Lien is limited to the trade or other receivables in respect of which such Alternate Program is created or exists, and the proceeds thereof; 
 (xiv) any Lien on Margin Stock; 
 (xv) any Lien upon any additions, improvements,
replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating
a Lien upon such property or assets permitted by clauses (i) through (xiv), inclusive, of this Section; or 

  
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 (xvi) any extension, renewal, refinancing, refunding or replacement (or successive
extensions, renewals, refinancing, refundings or replacements) of any Lien, in whole or in part, that is referred to in clauses (i) through (xv), inclusive, of this Section, or of any Debt secured thereby; provided, however, that the principal
amount of Debt secured thereby shall not exceed the greater of the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement and the original principal amount of Debt so secured (plus in each
case the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal,
refinancing, refunding or replacement shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus
improvements, alterations and repairs on such property). 
 Notwithstanding the foregoing provisions of this Section, the
Company may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any Principal Property to secure any Debt of the Company or any other Person (other than the Securities) that is not excepted by clauses
(i) through (xvi), inclusive, of this Section without securing the Securities issued hereunder, provided that the aggregate principal amount of all Debt then outstanding secured by such Lien and all similar Liens, together with all net sale
proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (i) through (iv), inclusive, of Section 1007), does not exceed 15% of Consolidated Net Tangible Assets. 

SECTION 1007. Restriction of Sale-Leaseback Transaction. 
 The Company will not, nor will it permit any Restricted Subsidiary to, engage in a Sale-Leaseback Transaction unless: 
 (i) such Sale-Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of the completion of construction or commencement of full
operations on such Principal Property, whichever is later; 
 (ii) the Sale-Leaseback Transaction involves a lease for a period,
including renewals, of not more than three years; 
 (iii) the Company or such Restricted Subsidiary would be entitled to incur
Debt secured by a Lien on the Principal Property subject thereto in a principal amount equal to or exceeding the net sale proceeds from such Sale- Leaseback Transaction without securing the Securities; or 

  
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 (iv) the Company or such Restricted Subsidiary, within a one-year period after such
Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (A) the repayment, redemption or retirement of Funded Debt of the Company or any Subsidiary, or
(B) investment in another Principal Property. 
 Notwithstanding the foregoing provisions of this Section, the Company may,
and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not excepted by clauses (i) through (iv), inclusive, of this Section, provided that the net sale proceeds from such Sale-Leaseback Transaction, together
with the aggregate principal amount of then outstanding Debt (other than the Securities) secured by Liens upon Principal Properties not excepted by clauses (i) through (xvi), inclusive, of Section 1006, do not exceed 15% of the
Consolidated Net Tangible Assets. 
 SECTION 1008. Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 1005, 1006 or
1007 with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class) shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, 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. 

A waiver which changes or eliminates any term, provision or condition 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 term, provision or condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series. 

  
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 ARTICLE ELEVEN 
 REDEMPTION OF SECURITIES 
 SECTION 1101. 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 301 for Securities of any series) in accordance with this Article. 

SECTION 1102. Election to Redeem; Notice to Trustee. 
 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 45 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 (1) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition. 

SECTION 1103. Selection by Trustee of Securities to Be Redeemed. 

If less than all the Securities of any series are to be redeemed (unless all 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 45 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 thereof) of the principal amount
of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. 

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. 

  
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 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 1104. Notice of Redemption. 
 Notice of redemption shall be given by first-class mail (if international mail, by air 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:

 (1) the Redemption Date, 
 (2) the Redemption Price, 
 (3) if less than all the Outstanding Securities of any
series and of a specified tenor 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, and 
 (6) that the redemption is for a sinking fund, if such is the
case. 
 Notice of redemption of Securities to be redeemed 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. 
 SECTION 1105. Deposit of Redemption Price. 

On or 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, segregate and hold in trust as provided in Section 1003) 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. 

  
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 SECTION 1106. 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 301, 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 307. 
 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 1107. Securities Redeemed in Part. 
 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. 

  
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 ARTICLE TWELVE 
 SINKING FUNDS 
 SECTION 1201. 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 in or as contemplated by Section 301 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 1202. 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 1202. 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 1203. Redemption of Securities for Sinking Fund. 
 Not less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), 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


  
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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 1202 and stating the basis for such credit
and that such Securities have not been previously so credited, 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 1103 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 1104. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
 ARTICLE THIRTEEN 
 DEFEASANCE 

SECTION 1301. Applicability of Article. 
 The provisions of this Article shall be applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities of such series. 

SECTION 1302. Legal Defeasance. 
 In addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series on the 91st
day after the date of the deposit referred to in clause (1) below, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal
thereof and interest thereon, upon the Stated Maturities therefor or on the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and
(vi) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon a Company Request, execute proper instruments acknowledging the same, if the conditions set forth below are satisfied
(hereinafter, “defeasance”): 

  
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 (1) The Company has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) cash in an amount, or (ii) in the case
of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability
of cash, or (iii) a combination thereof, 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 (A) the principal and
interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (B) any mandatory
sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; 
 (2) The Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
(y) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and such opinion shall confirm that, the holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had
not occurred; 
 (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund
payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; 

(4) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; and 

(5) The Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this provision have been complied with. 

  
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 For this purpose, such defeasance means that the Company and any other obligor upon the
Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1304 and the
rights and obligations referred to in clauses (i) through (vi), inclusive, of the first paragraph of this Section, 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. 
 SECTION 1303. Covenant Defeasance. 

The Company and any other obligor, if any, shall be released on the 91st day after the date of the deposit referred to in clause
(1) below from its obligations under Sections 704, 801, 1005, 1006 and 1007 with respect to the Securities of any series on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and
the Securities of such series shall thereafter be deemed to be not “Outstanding” for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any
reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501, but, except as specified above, the remainder of this
Indenture and the Securities of such series shall be unaffected thereby. The following shall be the conditions to application of this Section 1303: 
 (1) The Company has irrevocably 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 the Securities of such series, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States,
U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof, 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 (A) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, 

  
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interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (2) below, and (B) any mandatory sinking fund payments on the day on which such
payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; 
 (2) If the
Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee shall have been made; 
 (3) No Default or Event of Default shall have occurred and be continuing on the date of such
deposit; 
 (4) The Company shall have delivered to the Trustee an Opinion of Counsel which shall confirm that the holders of the
Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit and covenant defeasance had not occurred; and 
 (5) The Company shall have
delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with. 

SECTION 1304. Application by Trustee of Funds Deposited for Payment of Securities. 

Subject to the provisions of the last paragraph of Section 1003, all moneys or U.S. Government Obligations deposited with the
Trustee pursuant to Section 1302 or 1303 (and all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent), to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such
money need not be segregated from other funds except to the extent required by law. Subject to Sections 1302 and 1303, the Trustee promptly shall pay to the Company upon request any excess moneys held by them at any time. 

  
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 SECTION 1305. Repayment to Company. 

The Trustee and any Paying Agent promptly shall pay or return to the Company upon Company Request any money and U.S. Government
Obligations held by them at any time that are not required for the payment of the principal of and any interest on the Securities of any series for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303.

 The provisions of the last paragraph of Section 1003 shall apply to any money held by the Trustee or any Paying Agent
under this Article that remains unclaimed for two years after the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303. 

This instrument may be executed with counterpart signature pages or 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. 
 IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. 
  

			
	TENNESSEE GAS PIPELINE COMPANY
		
	By:	 	 /s/ H. BRENT AUSTIN

		 	 Name: H. Brent Austin

Title: Senior Vice President

	
	THE CHASE MANHATTAN BANK
		
	By:	 	 /s/ RONALD J. HALLERAN

		 	 Name: Ronald J. Halleran

Title: Second Vice President



  
 Created by Morningstar® Document ResearchSM 
 http://documentresearch.morningstar.com 

Source: TENNESSEE GAS PIPELINE COMPANY, L.L.C., 10-K, March 07, 2006 

  
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