Third Supplemental Indenture



 Exhibit 4.1 
  
  
  
 BURLINGTON NORTHERN SANTA FE CORPORATION 
 and

 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 Trustee 
  
  
 THIRD SUPPLEMENTAL INDENTURE

 Dated as of December 3, 2008 
 to 
 INDENTURE 
 Dated
as of December 1, 1995 
  
  
 7.00% Notes due February 1, 2014 
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE ONE
 DEFINITIONS
	  	2
			
	Section 1.01	  	Definition of Terms.	  	2
		
	ARTICLE TWO	  	
	GENERAL TERMS AND CONDITIONS OF THE NOTES	  	2
			
	Section 2.01	  	Designation and Principal Amount.	  	2
	Section 2.02	  	Maturity.	  	2
	Section 2.03	  	Further Issues.	  	2
	Section 2.04	  	Form and Payment.	  	2
	Section 2.05	  	Global Securities.	  	3
	Section 2.06	  	Definitive Form.	  	3
	Section 2.07	  	Interest.	  	3
	Section 2.08	  	Authorized Denominations.	  	3
	Section 2.09	  	Redemption.	  	3
	Section 2.10	  	Change of Control.	  	5
	Section 2.11	  	Appointment of Agents.	  	7
		
	ARTICLE THREE	  	
	FORM OF NOTES	  	7
			
	Section 3.01	  	Form of Notes.	  	7
		
	ARTICLE FOUR	  	
	ORIGINAL ISSUE OF NOTES	  	8
			
	Section 4.01	  	Original Issue of Notes.	  	8
		
	ARTICLE FIVE	  	
	MISCELLANEOUS	  	8
			
	Section 5.01	  	Ratification of Indenture.	  	8
	Section 5.02	  	Trustee Not Responsible for Recitals.	  	8
	Section 5.03	  	Governing Law.	  	8
	Section 5.04	  	Separability.	  	8
	Section 5.05	  	Counterparts.	  	8
			
	EXHIBIT A	  	Form of Notes	  	








 THIRD SUPPLEMENTAL INDENTURE, dated as of December 3, 2008 (this “Supplemental
Indenture”), between Burlington Northern Santa Fe Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830 (the
“Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association (as successor in interest to J.P. Morgan Trust Company, National Association, as
successor in interest to Bank One Trust Company, N.A., as successor in interest to The First National Bank of Chicago, as trustee (the “Trustee”). 
 WHEREAS, the Company executed and delivered the indenture, dated as of December 1, 1995, to the Trustee (as heretofore supplemented, the “Indenture”), to provide for the issuance of the Company’s
debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series; 
 WHEREAS, pursuant
to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its notes under the Indenture to be known as its “7.00% Notes due February 1, 2014” (the “Notes”), the form and substance
of such series and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture; 
 WHEREAS, the Board of Directors of the Company, pursuant to the resolutions duly adopted on April 24, 2008, has duly authorized the issuance of the Notes, and has authorized the proper officers of the Company to execute any and all
appropriate documents necessary or appropriate to effect each such issuance; 
 WHEREAS, this Supplemental Indenture is being entered into
pursuant to the provisions of Section 901(7) of the Indenture; 
 WHEREAS, the Company has requested that the Trustee execute and
deliver this Supplemental Indenture; and 
 WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental
Indenture has been duly authorized in all respects; 







 NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the
Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the forms and terms of the Notes, the Company covenants and agrees with the Trustee, as follows: 
 ARTICLE ONE 
 DEFINITIONS 
 Section 1.01 Definition of Terms. 
 Unless the context otherwise requires: 
 (a) each term defined in the Indenture has the same meaning when used in this Supplemental Indenture; 
 (b) the singular includes the plural and vice versa; and 
 (c) headings are for convenience of reference only and do not affect interpretation. 
 ARTICLE TWO

 GENERAL TERMS AND CONDITIONS OF THE NOTES 
 Section 2.01 Designation and Principal Amount. 
 There is hereby authorized and established a series of Securities under
the Indenture, designated as the “7.00% Notes due February 1, 2014”, which is not limited in aggregate principal amount. The aggregate principal amount of the Notes to be issued shall be as set forth in any Company order for the
authentication and delivery of the Notes, pursuant to Section 303 of the Indenture. 
 Section 2.02 Maturity. 
 The Stated Maturity of principal for the Notes will be February 1, 2014. 
 Section 2.03 Further Issues. 
 The Company may from time to time, without the consent of the
Holders of the Notes, issue additional notes of that series. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the Notes. Any such additional notes, together with the Notes herein provided for,
will constitute a single series of Securities under the Indenture. 
 Section 2.04 Form and Payment. 
 Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars. 
 Section 2.05 Global Securities. 
 Upon the original issuance, the Notes will be represented by
one or more Global Securities registered in the name of Cede & Co., the nominee of The Depository Trust 

  

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Company (“DTC”). The Company will issue the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will deposit
the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co. 
 Section 2.06 Definitive
Form. 
 If (a) the Depository is at any time unwilling or unable to continue as depositary and a successor depositary is not
appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the Notes and has not been cured or waived, or (c) the Company at any time and in its sole discretion determines not to have the
Notes represented by Global Securities, the Company may issue the Notes in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in Notes will be entitled to physical delivery in definitive
form of Notes, equal in principal amount to such beneficial interest and to have Notes registered in its name as shall be established in a Company order. 
 Section 2.07 Interest. 
 The Notes will bear interest (computed on the basis of a 360-day year consisting of twelve
30-day months) from December 3, 2008 at the rate of 7.00% per annum, payable semiannually; interest payable on each Interest Payment Date will include interest accrued from December 3, 2008, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are February 1 and August 1, commencing on February 1, 2009; and the record date for the interest payable on
any Interest Payment Date is the close of business on January 15 or July 15, as the case may be, next preceding the relevant Interest Payment Date, whether or not that day is a business day. 
 Section 2.08 Authorized Denominations. 
 The
Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 Section 2.09 Redemption. 
 The Notes are subject to redemption upon not less than 30 and not more than 60 days’ notice by mail, at any time, as a whole or in part, at the
election of the Company, at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 50 basis points, plus in either case accrued and unpaid interest to the date of redemption. The Independent
Investment Banker (as defined below) will calculate the redemption price. 
 “Treasury Rate” means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date. 
  

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 “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity with the remaining term of the Notes. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. 
 “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank
of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. 
 “Reference Treasury Dealer” means each of
Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. and their respective successors and one other nationally recognized investment banking firm designated by the Company that is a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefore another Primary Treasury Dealer.

 Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes
to be redeemed. 
 Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to
accrue on the Notes or portions thereof called for redemption. 
 Section 2.10 Change of Control. 
 (a) Upon the occurrence of a Change of Control Repurchase Event, unless the Company has exercised its right to redeem all Notes in accordance with the
redemption 

  

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terms as set forth in the Notes, the Company shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (in integral multiples of
$1,000) of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

 (b) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but
in either case, after the public announcement of such Change of Control, the Company shall mail to each Holder of Notes, with a copy to the Trustee, a notice: 
 (i) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event; 
 (ii) offering to repurchase all Notes tendered; 
 (iii) setting forth the payment date for the repurchase
of the Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed; 
 (iv) if mailed
prior to the date of consummation of the Change of Control, stating that the offer to repurchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in such notice; 
 (v) disclosing that any Note not tendered for repurchase will continue to accrue interest; and 
 (vi) specifying the procedures for tendering Notes. 
 (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. 
 (d) On the repurchase date following a Change of Control Repurchase Event, the Company shall, to the extent lawful: 
 (i) accept for payment all Notes or portions thereof properly tendered pursuant to such offer; 
 (ii) deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Notes or portions thereof properly tendered; and

  

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 (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an
officers’ certificate of the Company stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company. 
 (e) The Trustee will promptly mail to each Holder of Notes properly tendered, the purchase price for such Notes, and the Trustee, upon the execution and delivery by the Company of such Notes, will promptly authenticate and cause to be
transferred by book-entry to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of a minimum denomination of $2,000 and an integral multiple
of $1,000. 
 (f) The Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a
third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. 

(g) Solely for purposes of this Section 2.10 in connection with the Notes, the following terms shall have the following meanings: 
 “Below Investment Grade Ratings Event” means that on any day within the 60-day period (which period shall be extended so long as the rating of
the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (i) the occurrence of a Change of Control; or (ii) public notice of the occurrence of a Change of Control or
the intention by the Company to effect a Change of Control, the Notes are rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event
hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of such ratings event). 
 “Change of Control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which
is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Company, its subsidiaries, or the Company’s or such subsidiaries’ employee benefit plans, becomes
the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting
Stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares. 
  

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 “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Below Investment Grade Ratings Event. 
 “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent
under any successor ratings category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor ratings category of S&P); and the equivalent investment grade credit rating from any additional Rating Agency or
Rating Agencies selected by the Company. 
 “Moody’s” means Moody’s Investors Service, Inc. 
 “Rating Agency” means (a) each of Moody’s and S&P; and (b) if either of Moody’s or S&P ceases to rate the Notes or
fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act,
selected by the Company and as certified by a resolution of the Company’s board of directors as a replacement agency for Moody’s or S&P, or both of them, as the case may be. 
 “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. 
 “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the
capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 
 Section 2.11
Appointment of Agents. 
 The Trustee will initially be the Security Registrar and Paying Agent for the Notes and will act as such only
at its offices in New York, New York. 
 ARTICLE THREE 
 FORM OF NOTES 
 Section 3.01 Form of Notes. 
 The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit A hereto.

 ARTICLE FOUR 
 ORIGINAL ISSUE OF
NOTES 
 Section 4.01 Original Issue of Notes. 
 The Notes may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon Company order, authenticate and deliver such Notes
as in such Company order provided. 
  

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 ARTICLE FIVE 
 MISCELLANEOUS 
 Section 5.01 Ratification of Indenture. 
 The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein provided; provided that the provisions of this Supplemental Indenture apply solely with respect to the Notes. 
 Section 5.02 Trustee Not Responsible for Recitals. 
 The recitals herein contained are made by
the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 Section 5.03 Governing Law. 
 This Supplemental
Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York. 
 Section 5.04 Separability.

 In case any one or more of the provisions contained in this Supplemental Indenture or the Notes shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if
such invalid or illegal or unenforceable provision had never been contained herein or therein. 
 Section 5.05 Counterparts. 
 This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument. 
  

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

			
	BURLINGTON NORTHERN SANTA FE CORPORATION
		
	By:	 	 /s/ Julie A. Piggott

	Name:	 	Julie A. Piggott
	Title:	 	Vice President – Finance & Treasurer
	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

		
	By:	 	 /s/ Brian Echausse

	Name:	 	Brian Echausse
	Title:	 	Assistant Treasurer


  

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 EXHIBIT A 
 FORM OF NOTES 
 BURLINGTON NORTHERN SANTA
FE CORPORATION 
 7.00% NOTE DUE FEBRUARY 1, 2014 

  

			
	 REGISTERED
	 	$500,000,000
	 No. R-1
	 	CUSIP No. 12189T BB9

 THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 BURLINGTON
NORTHERN SANTA FE CORPORATION, a corporation duly organized 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 CEDE & CO., or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on February 1, 2014, and to pay interest thereon from December 3, 2008 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 2009, at the rate of 7.00% per annum, until the principal hereof is paid or made
available for payment. 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 January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. 
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, 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;
provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal. 
  

									
	Dated: December 3, 2008	 		 	BURLINGTON NORTHERN SANTA FE CORPORATION
					
		 		 		 	By	 	 
		 		 		 		 	 Julie A. Piggott
 Vice President – Finance


  

			
	Attest:
	
	  

	 Jeffrey T. Williams
 Assistant Secretary









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

									
	Dated: December 3, 2008	 		 	 THE BANK OF NEW YORK MELLON TRUST
 COMPANY,
N.A. 
 As Trustee

					
		 		 		 	By	 	 
		 		 		 		 	Authorized Officer

  







 [REVERSE OF NOTE] 
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of December 1,
1995, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor to J.P. Morgan Trust Company, National Association, as successor in interest to Bank One Trust
Company, N.A., as successor to The First National Bank of Chicago, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented by the Third Supplemental Indenture, dated as of
December 3, 2008, between the Company and the Trustee (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof and will initially be offered in the aggregate principal amount of $500,000,000. The Company may, without the consent of the Holders, issue additional Securities and thereby increase such principal amount
in the future, on the same terms and conditions and with the same CUSIP number as this Security. 
 The Securities of this series are subject
to redemption upon not less than 30 and not more than 60 days’ notice by mail, at any time, as a whole or in part, at the election of the Company, at a redemption price equal to the greater of (i) 100% of their principal amount or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Supplemental Indenture establishing the Securities of this series), plus 50 basis points, plus in either case accrued and unpaid interest to the date of redemption. 
 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, upon the cancellation hereof. 
 Upon the occurrence of a Change of Control Repurchase Event,
unless the Company has exercised its right of redemption as described above, each Holder of Securities shall have the right to require the Company to repurchase all or any part (in integral multiples of $1,000) of such Holder’s Securities
pursuant to the Change of Control notice as provided in, and subject to the terms of, the Indenture at a purchase price in cash equal to 101% of the aggregate principal amount of the Securities repurchased, plus accrued and unpaid interest, if any,
to, but not including, the date of repurchase. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 If 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. 
 The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent 








 
of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of
this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
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 is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture.