Exhibit 4.3


 


 


 





 





 



 


 


SOUTH JERSEY INDUSTRIES, INC.


 





 






 


FORM OF SUBORDINATED INDENTURE


 


Dated as of [__________], 20[__]


 





 






 


[______________]


 


as Trustee


 


Subordinated Debt Securities


 


 





 









 






    	 



    	 



    

SOUTH JERSEY INDUSTRIES, INC.


 


Reconciliation and
tie showing the location in the Indenture dated as of [__________], 20[__] of the provisions inserted pursuant to Sections 310
to 318(a), inclusive, of the Trust Indenture Act of 1939, as amended.


 


	Trust Indenture Act Section 	Indenture Section
	SECTION 310	(a) (1) 	7.9
	 	(a) (2) 	7.9
	 	(b) 	7.7, 7.9
	SECTION 311	(a) 	7.10
	 	(b)	7.10
	SECTION 312 	(a) 	2.6
	 	(b) 	10.2
	 	(c) 	10.2
	SECTION 313 	(a) 	7.11
	 	(b) 	7.11
	 	(c) 	7.11
	 	(d) 	7.11
	SECTION 314 	(a) 	4.2, 4.5
	 	(c) (1) 	10.3
	 	(c) (2) 	10.3
	 	(e) 	10.4
	SECTION 316 	(a) 	1.1
	 	(a) (1) (A) 	6.12
	 	(a) (1) (B) 	6.13
	 	(b) 	6.8
	SECTION 317 	(a) (1) 	6.3
	 	(a) (2) 	6.4
	 	(b) 	2.5
	SECTION 318 	(a) 	1.4





 





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


 






    	 



    	 



    

  


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.1.	Definitions.	1
	Section 1.2.	Other Definitions.	5
	Section 1.3.	Rules of Construction.	5
	Section 1.4.	Conflict with Trust Indenture Act.	6
	ARTICLE II. THE SECURITIES	6
	Section 2.1.	Issuable in Series.	6
	Section 2.2.	Establishment of Terms of Series of Securities.	6
	Section 2.3.	Execution and Authentication.	9
	Section 2.4.	Registrar, Paying Agent and Transfer Agent.	10
	Section 2.5.	Paying Agent to Hold Money in Trust.	11
	Section 2.6.	Securityholder Lists.	11
	Section 2.7.	Transfer and Exchange.	11
	Section 2.8.	Mutilated, Destroyed, Lost and Stolen Securities.	12
	Section 2.9.	Outstanding Securities.	13
	Section 2.10.	Treasury Securities.	13
	Section 2.11.	Temporary Securities.	13
	Section 2.12.	Cancellation.	14
	Section 2.13.	Defaulted Interest.	14
	Section 2.14.	Global Securities.	14
	Section 2.15.	CUSIP Numbers.	16
	ARTICLE III. REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	16
	Section 3.1.	Notice to Trustee; No Liability for Calculations.	16
	Section 3.2.	Selection of Securities to be Redeemed.	16
	Section 3.3.	Notice of Redemption.	16
	Section 3.4.	Effect of Notice of Redemption.	18
	Section 3.5.	Deposit of Redemption Price.	18
	Section 3.6.	Securities Redeemed in Part.	18
	Section 3.7.	Sinking Fund.	18
	Section 3.8.	Satisfaction of Sinking Fund Payments with Securities.	19
	Section 3.9.	Redemption of Securities for Sinking Fund.	19
	ARTICLE IV. COVENANTS	19
	Section 4.1.	Payment of Principal, Premium and Interest.	19
	Section 4.2.	Compliance Certificate.	19
	Section 4.3.	Stay, Extension and Usury Laws.	20
	Section 4.4.	Corporate Existence.	20
	Section 4.5.	Reports.	20
	ARTICLE V. SUCCESSORS	21
	Section 5.1.	Consolidation, Merger and Sale of Assets.	21
	




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	ARTICLE VI. DEFAULTS AND REMEDIES	21
	Section 6.1.	Events of Default.	21
	Section 6.2.	Acceleration of Maturity; Rescission and Annulment.	22
	Section 6.3.	Collection of Indebtedness and Suits for Enforcement by Trustee.	23
	Section 6.4.	Trustee May File Proofs of Claim.	24
	Section 6.5.	Trustee May Enforce Claims Without Possession of Securities.	25
	Section 6.6.	Application of Money Collected.	25
	Section 6.7.	Limitation on Suits.	25
	Section 6.8.	Unconditional Right of Holders to Receive Principal and Interest.	26
	Section 6.9.	Restoration of Rights and Remedies.	26
	Section 6.10.	Rights and Remedies Cumulative.	26
	Section 6.11.	Delay or Omission Not Waiver.	26
	Section 6.12.	Control by Holders.	27
	Section 6.13.	Waiver of Past Defaults.	27
	Section 6.14.	Undertaking for Costs.	27
	ARTICLE VII. TRUSTEE	28
	Section 7.1.	Duties of Trustee.	28
	Section 7.2.	Rights of Trustee.	29
	Section 7.3.	May Hold Securities.	30
	Section 7.4.	Trustee’s Disclaimer.	30
	Section 7.5.	Notice of Defaults.	31
	Section 7.6.	Compensation and Indemnity.	31
	Section 7.7.	Replacement of Trustee.	32
	Section 7.8.	Successor Trustee by Merger, Etc.	33
	Section 7.9.	Eligibility; Disqualification.	34
	Section 7.10.	Preferential Collection of Claims Against Company.	34
	Section 7.11.	Reports by Trustee.	34
	ARTICLE VIII. DISCHARGE OF INDENTURE	35
	Section 8.1.	Termination of Company’s Obligations.	35
	Section 8.2.	Application of Trust Money.	38
	Section 8.3.	Repayment to Company.	38
	Section 8.4.	Reinstatement.	38
	ARTICLE IX. AMENDMENTS AND WAIVERS	39
	Section 9.1.	Without Consent of Holders.	39
	Section 9.2.	With Consent of Holders.	40
	Section 9.3.	Limitations.	41
	Section 9.4.	Form of Amendments.	41
	Section 9.5.	Revocation and Effect of Consents.	41
	Section 9.6.	Notation on or Exchange of the Securities.	42
	Section 9.7.	Trustee Protected.	42
	ARTICLE X. MISCELLANEOUS	42
	Section 10.1.	Notices.	42
	Section 10.2.	Communication by Holders with Other Holders.	44
	




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	Section 10.3.	Certificate and Opinion as to Conditions Precedent.	44
	Section 10.4.	Statements Required in Certificate or Opinion.	44
	Section 10.5.	Rules by Trustee and Agents.	45
	Section 10.6.	Legal Holidays.	45
	Section 10.7.	No Personal Liability of Directors, Officers, Employees and Certain Others.	45
	Section 10.8.	Counterparts.	45
	Section 10.9.	Governing Laws.	45
	Section 10.10.	No Adverse Interpretation of Other Agreements.	46
	Section 10.11.	Successors.	46
	Section 10.12.	Severability.	46
	Section 10.13.	Table of Contents, Headings, Etc.	46
	Section 10.14.	Judgment Currency.	46
	Section 10.15.	English Language.	47
	Section 10.16.	Submission to Jurisdiction.	47
	Section 10.17.	Waiver of Immunity.	47
	Section 10.18.	Waiver of Jury Trial.	47
	Section 10.19.	USA Patriot Act	47
	ARTICLE XI. Subordination	48
	Section 11.1.	Subordination Terms	48
	Section 11.2.	Notice to Trustee	48
	Section 11.3.	Reliance on Judicial Order or Certificate of Liquidating Agent.	49
	Section 11.4.	Trustee Not Fiduciary for Holders of Senior Indebtedness.	49
	Section 11.5.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.	49






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Indenture dated as
of [__________], 20[__] between South Jersey Industries, Inc., a New Jersey corporation, (the “Company”), and
[______________], as trustee (the “Trustee”).


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Securities
(as defined below) issued under this Indenture.


 


ARTICLE
I.

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1.         
Definitions.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under common control with
such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through
the ownership of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar, Paying Agent or Transfer Agent or any other agent appointed pursuant to this Indenture.


 


“Board of
Directors” means the Board of Directors of the Company, or any duly authorized committee thereof.


 


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


 


“Business
Day” means any day except a Saturday, Sunday or a Legal Holiday in the City of New York on which banking institutions
or the Corporate Trust Office are authorized or required by law, regulation or executive order to close.


 


“Capital Stock”
of any Person means any and all shares, interests, participations or other equivalents (however designated) in the equity of such
Person.


 


“Certificated
Securities” means definitive Securities in registered non-global certificated form.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“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 Order”
or “Company Request” means a written order signed in the name of the Company by one of the Company’s Officers.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which, as of the date hereof is the address set forth in Section 10.1.


 


“Default”
means any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the Person designated as Depositary for such Series by the Company which Depositary shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such Person, “Depositary” as used with respect to
the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.


 


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars”
or “$” means the currency of the United States of America.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
means accounting principles generally accepted in the United States of America, which are in effect as of the date of application
thereof.


 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered
in the name of such Depositary or nominee.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States of America 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 of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, and which in the case of (i) and (ii) are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account
of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian with respect
to the Government Obligation evidenced by such depository receipt.


 


“Holder”
or “Securityholder” means a Person in whose name a Security is registered in the register maintained by the
Registrar.


 






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“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of each Series of Securities
established as contemplated hereunder.


 


“Issue Date”
means, with respect to any Security, the date of original issuance of such Security.


 


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


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice-President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, the Secretary, the Controller, any Assistant Treasurer, any Assistant Secretary,
or any Assistant Controller of the Company.


 


“Officers’
Certificate” means a certificate signed by (1) the Chairman of the Board of Directors, the Chief Executive Officer, the
President, any Vice-President, the Chief Financial Officer or the Chief Operating Officer, and (2) the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company.


 


“Opinion of
Counsel” means a written opinion of legal counsel that is acceptable to the Trustee. The counsel may be a direct or indirect
employee of or counsel to the Company.


 


“Periodic
Offering” means an offering of the Securities of a Series from time to time, during which any or all of the specific
terms of the Securities, including the rate or rates of interest, if any, thereon, the maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities
in accordance with the terms of the relevant supplemental indenture.


 


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


 


“Principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office having direct responsibility for the administration
of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with a particular subject.


 


“Restricted
Security” means, with respect to any Series of Securities, a Security of such Series, unless or until it has been (i)
disposed of in a transaction registered under the Securities Act pursuant to a registration statement with respect to such Series
or (ii) distributed to the public pursuant to Rule 144 under the Securities Act or any similar provision then in force.


 


“SEC”
means the Securities and Exchange Commission.


 






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“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Senior Indebtedness”
means, without duplication, the principal, premium (if any) and unpaid interest on all present and future (i) indebtedness of the
Company for borrowed money, (ii) obligations of the Company evidenced by bonds, debentures, notes or similar instruments, (iii)
all obligations of the Company under (a) interest rate swaps, caps, collars, options and similar arrangements, (b) any foreign
exchange contract, currency swap contract, futures contract, currency option contract, or other foreign currency hedge, and (c)
credit swaps, caps, floors, collars and similar arrangements, (iv) indebtedness incurred, assumed or guaranteed by the Company
in connection with the acquisition by it or a Subsidiary of any business, properties or assets (except purchase money indebtedness
classified as accounts payable under generally accepted accounting principles), (v) all obligations and liabilities (contingent
or otherwise) in respect of leases of the Company required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of the Company and all obligations and liabilities (contingent
or otherwise) under any lease or related document (including a purchase agreement) in connection with the lease of real property
which provides that the Company is contractually obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor and the obligations of the Company under such lease
or related document to purchase or to cause a third party to purchase such leased property, (vi) reimbursement obligations of the
Company in respect of letters of credit relating to indebtedness or other obligations of the Company that qualify as indebtedness
or obligations of the kind referred to in clauses (i) through (v) above, and (vii) obligations of the Company under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (vi) above, in
each case unless the instrument creating or evidencing the indebtedness or obligation or pursuant to which the same is outstanding
expressly provides that such indebtedness or obligation is not senior in right of payment to the Securities or expressly provides
that such indebtedness is subordinate to other indebtedness and obligations of the Company.


 


“Series”
or “Series of Securities” means each series of Securities of the Company created pursuant to Sections 2.1 and
2.2 hereof.


 


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


 


“Subsidiary”
of any specified Person means any corporation, partnership, limited liability company or other entity of which more than 50% of
the total voting power of outstanding shares of Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof (or Persons performing similar functions) is at the time owned
(and, in the case of a partnership, more than 50% of whose total general partnership interests then outstanding is at the time
owned), directly or indirectly, by such Person or other Subsidiaries of such Person or a combination thereof and, in the case of
an entity other than a corporation or a partnership, such Person has the power to direct, directly or indirectly, the policies,
management and affairs of such entity.


 






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“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust
Indenture Act or a particular provision thereof shall mean such Trust Indenture Act or provision, as the case may be, as amended
or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the SEC under or in furtherance
of the purpose of such Trust Indenture Act or provision, as the case may be.


 


“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 the Trustee with respect to Securities of that Series.


 


“Unrestricted
Securities” means, with respect to any Series of Securities, a Security (i) disposed of in a transaction registered under
the Securities Act pursuant to a registration statement with respect to such Series or (ii) distributed to the public pursuant
to Rule 144 under the Securities Act or any similar provision then in force.


 


Section 1.2.         
Other Definitions.


 





	 	DEFINED IN
	TERM	SECTION
	“Bankruptcy Law” 	6.1
	“covenant defeasance”	8.1(b)
	“Custodian”	6.1
	“Events of Default”	6.1
	“Judgment Currency”	10.14
	“legal defeasance”	8.1(c)
	“Legal Holiday”	10.6
	“New York Banking Day”	10.14
	“Paying Agent”	2.4
	“Registrar”	2.4
	“Related Proceeding”	10.16
	“Required Currency”	10.14
	“Transfer Agent”	2.4













 


Section 1.3.         
Rules of Construction.


 


Unless the context
otherwise requires:


 


(a)               
a term has the meaning assigned to it;


 






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(b)              
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)               
“or” is not exclusive and “including” means including without limitation;


 


(d)              
words in the singular include the plural, and in the plural include the singular; and


 


(e)               
provisions apply to successive events and transactions.


 


Section 1.4.         
Conflict with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with the duties imposed by any of §§ 310 through 317, inclusive, of the TIA through
the operation of § 318(c) thereof, such imposed duties shall control.


 


ARTICLE
II.

THE SECURITIES


 


Section 2.1.         
Issuable in Series.


 


The aggregate principal
amount of the Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued
in one or more Series. All Securities of a Series shall be identical except as may be set forth in, or pursuant to a Board Resolution,
Officers’ Certificate or supplemental indenture establishing the terms of such Series of Securities.


 


Section 2.2.         
Establishment of Terms of Series of Securities.


 


At or prior to the
issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection
2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through
2.2.29) by or pursuant to a Board Resolution, Officers’ Certificate or supplemental indenture:


 


2.2.1.                 
the title of the Series of Securities (which shall distinguish the Securities of that particular Series from the Securities
of any other Series);


 


2.2.2.                 
any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under
this Indenture (except for the 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 2.7, 2.8, 2.11, 3.6 or 9.6);


 


2.2.3.                 
the date or dates on which the principal of and premium, if any, on the Securities of the Series is payable;


 


2.2.4.                 
the rate or rates, which may be fixed or variable, at which the Securities of the Series shall bear interest or the manner
of calculation of such rate or rates, if any, including any procedures to vary or reset such rate or rates, and the basis upon
which interest will be calculated if other than that of a 360-day year or twelve 30-day months;


 






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2.2.5.                 
the date or dates from which interest shall accrue, the dates on which such interest will be payable or the manner of determination
of such dates, and the record date for the determination of holders to whom interest is payable on any such dates;


 


2.2.6.                 
the place or places where the principal of, and premium, if any, and interest on, the Securities of the Series shall be
payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company with respect to the Securities of such Series and this Indenture may be served, and the method of
such payment, if by wire transfer, mail or other means if other than as set forth in this Indenture;


 


2.2.7.                 
the right, if any, to extend the interest payment periods or defer the payment of interest and the duration of such extension
or deferral;


 


2.2.8.                 
if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which
the Securities of the Series may be redeemed, in whole or in part, at the option of the Company if other than as set forth in this
Indenture;


 


2.2.9.                 
the obligation, if any, of the Company to redeem or purchase, if other than as set forth herein, the Securities of the Series
pursuant to any sinking fund or analogous provisions, including payments made in cash in anticipation of future sinking fund obligations,
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, the Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;


 


2.2.10.             
the terms of any repurchase or remarketing rights;


 


2.2.11.             
if other than denominations of $2,000 or integral multiples of $1,000 in excess thereof, the denominations in which the
Securities of the Series shall be issuable;


 


2.2.12.             
the forms of the Securities of the Series including the form of the Trustee’s certificate of authentication for such
Series;


 


2.2.13.             
any trustees, authenticating agents or paying agents with respect to the Securities of the Series, if different from those
set forth in this Indenture;


 


2.2.14.             
if the Securities of the Series shall be issued in whole or in part in the form of one or more Global Securities, the type
of Global Securities to be issued; the terms and conditions, if different from those contained in this Indenture, upon which such
Global Securities may be exchanged in whole or in part for other individual Securities in definitive registered form; the Depositary
for such Global Securities; and the form of any legend or legends to be borne by any such Global Securities in addition to or in
lieu of the legend referred to in Section 2.14.2;


 






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2.2.15.             
any provisions granting special rights to Holders when a specified event occurs;


 


2.2.16.             
if the amount of principal of or any premium or interest on the Securities of any Series may be determined with reference
to an index or pursuant to a formula, the manner in which such amounts will be determined;


 


2.2.17.             
any special tax implications of the Securities, including provisions for original issue discount securities, if offered;


 


2.2.18.             
whether and upon what terms the Securities of the Series may be defeased if different from the provisions set forth in this
Indenture;


 


2.2.19.             
with regard to the Securities of any Series that do not bear interest, the dates for certain required reports to the Trustee;


 


2.2.20.             
whether the Securities of any Series will be issued as Unrestricted Securities or Restricted Securities, and, if issued
as Restricted Securities, the rule or regulation promulgated under the Securities Act in reliance on which they will be sold;


 


2.2.21.             
any guarantees on the Securities of the Series;


 


2.2.22.             
the currency or currencies in which payment of the principal of, and premium, if any, and interest on, the Securities of
the Series shall be payable;


 


2.2.23.             
if the principal amount payable at the Stated Maturity of the Securities of the Series will not be determinable as of any
one or more dates prior to such Stated Maturity, the amount which will be deemed to be such principal amount as of any such date
for any purpose, including the portion of the principal amount thereof that will be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.2 or upon any maturity other than the Stated Maturity or that will be deemed to be
outstanding as of any such date, or, in any such case, the manner in which such deemed principal amount is to be determined;


 


2.2.24.             
the provisions, if any, relating to any security provided for the Securities of the Series;


 


2.2.25.             
any additional restrictive covenants or Events of Default that will apply to the Securities of the Series, or any changes
to the restrictive covenants set forth in Article IV or the Events of Default set forth in Section 6.1 that will apply
to the Securities of the Series, which may consist of establishing different terms or provisions from those set forth in Article IV
or Section 6.1 or eliminating any such restrictive covenant or Event of Default with respect to the Securities of the Series;


 


2.2.26.             
any Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the
Securities of such Series if other than those appointed herein;


 






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2.2.27.             
whether the Securities of the Series will be convertible into or exchangeable for other Securities, common shares or other
securities of any kind of the Company or another obligor, and, if so, the terms and conditions upon which such Securities will
be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how
and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of
the holder or at the Company’s option, the conversion or exchange period, and any other provision in addition to or in lieu
of those described herein;


 


2.2.28.             
the subordination terms of the Securities of the Series; and


 


2.2.29.             
any and all additional, eliminated or changed terms that shall apply to the Securities of the Series, including any terms
that may be required by or advisable under United States laws or regulations, including the Securities Act and the rules and regulations
promulgated thereunder, or advisable in connection with the marketing of the Securities of that Series.


 


The Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, Officers’ Certificate or supplemental indenture referred to above.


 


Section 2.3.         
Execution and Authentication.


 


An Officer of the Company
shall sign the Securities for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless
be valid.


 


A Security shall not
be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.


 


The Trustee shall at
any time, and from time to time, authenticate the Securities for original issue in the principal amount provided in the Board Resolution,
Officers’ Certificate or supplemental indenture, upon receipt by the Trustee of a Company Order. Each Security shall be dated
the date of its authentication unless otherwise provided by the relevant Board Resolution, Officers’ Certificate or supplemental
indenture.


 


Notwithstanding the
provisions of Section 2.2 and the preceding paragraph, 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 a Company Order or such other procedures acceptable
to the Trustee as may be specified by or pursuant to a supplemental indenture or the written order of the Company delivered to
the Trustee prior to the time of the first authentication of the Securities of such Series.


 


The aggregate principal
amount of the Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, Officers’ Certificate or supplemental indenture delivered pursuant to Section 2.2.


 






    	9



    	 



    

Prior to the issuance
of the Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, Officers’ Certificate or supplemental indenture establishing the form of the Securities of
that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series,
(b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. With
respect to Securities of a Series subject to a Periodic Offering, the Trustee conclusively may rely, as to the authorization by
the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the written order of the Company, Opinion of Counsel, Officers’ Certificate and other documents delivered pursuant
to this Section 2.3 at or prior to the time of the first authentication of the Securities of such Series unless and until
such written order, Opinion of Counsel, Officers’ Certificate or other documents have been superseded or revoked, and written
notice thereof is provided to the Trustee, or expire by their terms.


 


The Trustee shall have
the right to decline to authenticate and deliver the Securities of any Series: (a) if the Trustee, being advised by counsel, determines
that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the
Trustee to personal liability.


 


The Trustee may appoint
an authenticating agent to authenticate the Securities. An authenticating agent may authenticate the Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.4.         
Registrar, Paying Agent and Transfer Agent.


 


The Company will maintain
one or more paying agents (each, a “Paying Agent”) for the Securities in [______________]. The initial Paying
Agents will be [______________] and thereafter “Paying Agent” shall mean or include each Person who is then
a Paying Agent hereunder, and if at any time there is more than one such Person, “Paying Agent” as used with
respect to the Securities of any Series shall mean the Paying Agent with respect to the Securities of that Series. The Company,
upon written notice to the Trustee accompanied by an Officers’ Certificate, may appoint one or more paying agents, other
than the Trustee, for all or any Series of the Securities. If the Company fails to appoint or maintain another entity as paying
agent, the Trustee shall act as such. The Company or any of its Subsidiaries, upon notice to the Trustee, may act as paying agent.


 


The Company will maintain
one or more registrars (each, a “Registrar”) for the Securities in [______________]. The initial Registrar will
be [______________] and thereafter “Registrar” shall mean or include each Person who is then a Registrar hereunder,
and if at any time there is more than one such Person, “Registrar” as used with respect to the Securities of
any Series shall mean the Registrar with respect to the Securities of that Series. The Company, upon written notice to the Trustee
accompanied by an Officers’ Certificate, may appoint one or more registrars, other than the Trustee, for all or any series
of the Securities. If the Company fails to appoint or maintain another entity as registrar, the Trustee shall act as such. The
Company or any of its Subsidiaries, upon notice to the Trustee, may act as registrar.


 






    	10



    	 



    

The Company will also
maintain a transfer agent (each, a “Transfer Agent”) for the Securities in [______________]. The initial Transfer
Agent will be [______________] and thereafter “Transfer Agent” shall mean or include each Person who is then
a Transfer Agent hereunder, and if at any time there is more than one such Person, “Transfer Agent” as used
with respect to the Securities of any Series shall mean the Transfer Agent with respect to the Securities of that Series. The Company,
upon written notice to the Trustee accompanied by an Officers’ Certificate, may appoint one or more transfer agents, other
than the Trustee, for all or any series of the Securities. If the Company fails to appoint or maintain another entity as transfer
agent, the Trustee shall act as such. The Company or any of its Subsidiaries, upon notice to the Trustee, may act as transfer agent.


 


The Company may change
any Paying Agent, Registrar or Transfer Agent for its Securities without prior notice to the Holders.


 


Section 2.5.         
Paying Agent to Hold Money in Trust.


 


The Company shall require
each Paying Agent appointed by it other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal
of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company
or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders
of any Series of Securities all money held by it as Paying Agent.


 


Section 2.6.         
Securityholder Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders
of each Series of Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before
each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date
as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities.


 


Section 2.7.         
Transfer and Exchange.


 


Where the Securities
of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if the requirements
for such transactions set forth in this Indenture are met. To permit registrations of transfers and exchanges, the Trustee shall
authenticate the Securities at the Registrar’s request upon the Trustee’s receipt of a Company Order from the Company.
No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein),
but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6
or 9.6).


 






    	11



    	 



    

Neither the Company
nor the Registrar shall be required (a) to issue, register the transfer of, or exchange the Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the delivery of a notice of redemption of the Securities
of that Series selected for redemption and ending at the close of business on the day of such delivery, or (b) to register the
transfer of or exchange the Securities of any Series selected, called or being called for redemption as a whole or the portion
being redeemed of any such Securities selected, called or being called for redemption in part.


 


Section 2.8.         
Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
replacement 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 (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) 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 protected purchaser, the Company shall execute
and upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a replacement 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 replacement Security, pay such Security.


 


Upon the issuance of
any replacement Security under this Section 2.8, 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 replacement Security
of any Series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company whether or not the destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that Series duly issued hereunder.


 


The provisions of this
Section 2.8 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.


 






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Section 2.9.         
Outstanding Securities.


 


The Securities outstanding
at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section 2.9 as not outstanding.


 


If a Security is replaced
pursuant to Section 2.8, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a protected purchaser.


 


If the Paying Agent
(other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to
be outstanding and interest on them ceases to accrue.


 


The Company may purchase
or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds the Security.


 


In determining whether
the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2.


 


Section 2.10.     
Treasury Securities.


 


In determining whether
the Holders of the required principal amount of the Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, the Securities of a Series owned by the Company or any Affiliate of the Company shall be
disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent or waiver only the Securities of a Series that a Responsible Officer of the Trustee
knows are so owned shall be so disregarded.


 


Section 2.11.     
Temporary Securities.


 


Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary
Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate
for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate
definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary
Securities shall have the same rights under this Indenture as the definitive Securities.


 






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Section 2.12.     
Cancellation.


 


The Company at any
time may deliver Securities to the Trustee for cancellation. The Agents shall forward to the Trustee any Securities surrendered
to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange,
payment, replacement or cancellation and shall destroy such canceled Securities (subject to the record retention requirement of
the Exchange Act) and deliver a certificate of such destruction to the Company. The Company may not issue new Securities to replace
the Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13.     
Defaulted Interest.


 


If the Company defaults
in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law,
any interest payable on the defaulted interest, to the Persons who are Securityholders of the Series on a subsequent special record
date. The Company shall fix the record date and payment date. At least 10 days before the record date, the Company shall deliver
to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14.     
Global Securities.


 


2.14.1.             
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of this Indenture
and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of this Indenture for the Securities
registered in the names of Holders other than the Depositary for such Security or its nominee only if (a) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary
ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (b) the Company executes and
delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Securities registered in such names
as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


 


Except as provided
in this Section 2.14.1, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


Neither the Trustee
nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any tax or securities laws
with respect to any restrictions on transfer imposed under this Indenture or under applicable law (including any transfers between
or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 






    	14



    	 



    

2.14.2.             
Legend. Any Global Security issued 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 the
Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.”


 


2.14.3.             
Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give
or take under this Indenture.


 


2.14.4.             
Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section
2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof, which in the
case of a Depositary therefor will be made in accordance with its applicable procedures.


 


2.14.5.             
Holders. The Company, the Trustee and each Agent shall treat the Person in whose name any Security is registered
in the register maintained by the Registrar as the Holder for all purposes including for purposes of obtaining any consents, declarations,
waivers or directions permitted or required to be given by the Holders pursuant to this Indenture.


 


2.14.6.             
None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a
Global Security, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of
the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities
or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security or property)
under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made
to Holders with respect to the Securities shall be given or made only to or upon the order of the registered Holders (which shall
be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall
be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee and each
Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members,
participants and any beneficial owners.


 






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Section 2.15.     
CUSIP Numbers.


 


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


 


ARTICLE
III.

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.1.         
Notice to Trustee; No Liability for Calculations.


 


The Company may, with
respect to any Series of Securities, reserve the right to redeem and pay such Series of Securities or may covenant to redeem and
pay such Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided
for in Section 3.9 hereof or, as applicable, in the Board Resolution, Officers’ Certificate or supplemental indenture relating
to such Series. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing
of the redemption date and the principal amount of Series of Securities to be redeemed at least 30 days before a redemption date
(or such shorter notice as may be acceptable to the Trustee). The Trustee shall have no liability with respect to or obligation
to calculate the redemption price of any Securities to be redeemed pursuant to this Indenture.


 


Section 3.2.         
Selection of Securities to be Redeemed.


 


Unless otherwise indicated
for a particular Series by a Board Resolution, Officers’ Certificate or a supplemental indenture, if less than all of the
Securities of a Series are to be redeemed at any time, the Trustee will select the Securities of a Series to be redeemed by lot,
in accordance with DTC’s applicable procedures unless otherwise required by law or applicable stock exchange. The Trustee
will not be liable for selections made by it as contemplated in this Section 3.2.


 


Notices of purchase
or redemption will be given to each Holder pursuant to Section 3.3 and Section 10.1.


 


Section 3.3.         
Notice of Redemption.


 


Unless otherwise indicated
for a particular Series by Board Resolution, Officers’ Certificate or supplemental indenture, at least 30 days but not more
than 60 days before a redemption date, the Company will deliver a notice of redemption to each Holder whose Securities are to be
redeemed in accordance with Section 10.1, except that redemption notices may be given more than 60 days prior to a redemption
date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture
pursuant to Article VIII hereof.


 






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The notice shall identify
the Securities to be redeemed and corresponding CUSIP, ISIN or Common Code numbers, as applicable, and will state:


 


(a)               
the redemption date;


 


(b)              
the redemption price and the amount of accrued interest, if any, to be paid;


 


(c)               
if any Global Security is being redeemed in part, the portion of the principal amount of such Global Security to be redeemed
and that, after the redemption date upon surrender of such Global Security, the principal amount thereof will be decreased by the
portion thereof redeemed pursuant thereto;


 


(d)              
if any Certificated Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed,
and that, after the redemption date, upon surrender of such Security, a new Certificated Security in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Certificated
Security;


 


(e)               
the name and address of the Paying Agent(s) to which the Securities are to be surrendered for redemption;


 


(f)               
that the Securities called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price,
plus accrued and unpaid interest, if any;


 


(g)              
that, unless the Company defaults in making such redemption payment, interest on the Securities called for redemption cease
to accrue on and after the redemption date;


 


(h)              
that the Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption
price;


 


(i)                
the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption
are being redeemed; and


 


(j)                
that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any, listed
in such notice or printed on the Securities.


 


At the Company’s
written request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense;
provided, however, that unless otherwise indicated for a particular Series by Board Resolution, Officers’ Certificate
or supplemental indenture, the Company has delivered to the Trustee, at least 35 days prior to the redemption date (unless a shorter
period is agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth
the information to be stated in such notice as provided in the preceding paragraph.


 






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Section 3.4.         
Effect of Notice of Redemption.


 


Once notice of redemption
is mailed or published as provided in Section 3.3, the Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. Unless otherwise indicated for a particular Series by Board Resolution, Officers’
Certificate or supplemental indenture, a notice of redemption may not be conditional. Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price plus accrued and unpaid interest up to but not including the redemption date.


 


On or after any purchase
or redemption date, unless the Company defaults in payment of the purchase or redemption price, interest shall cease to accrue
on the Securities or portions thereof tendered for purchase or called for redemption.


 


Section 3.5.         
Deposit of Redemption Price.


 


On or before any redemption
date, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay the redemption price
of and accrued and unpaid interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6.         
Securities Redeemed in Part.


 


Upon surrender of a
Certificated Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Certificated Security of the
same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered and concurrently
cancel the surrendered Certificated Security.


 


Section 3.7.         
Sinking Fund.


 


Unless otherwise indicated
for a particular Series by Board Resolution, Officers’ Certificate or supplemental indenture, the provisions of Sections
3.7, 3.8 and 3.9 shall be applicable to any sinking fund for the retirement of the Securities of a Series.


 


The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any series is referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any Series
is referred to as an “optional sinking fund payment.” If provided for by the terms of the Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.8. Each sinking fund payment shall
be applied to the redemption of the Securities of any Series as provided for by the terms of the Securities of such Series.


 






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Section 3.8.         
Satisfaction of Sinking Fund Payments with Securities.


 


The Company (a) may
deliver outstanding Securities of a Series other than any Securities previously called for redemption and (b) may apply as a credit
the Securities of a Series that 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, 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 3.9.         
Redemption of Securities for Sinking Fund.


 


Not less than 35 days
prior to each sinking fund payment date for any Series of Securities (unless a shorter period is agreed to by the Trustee), the
Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment
for that Series pursuant to the terms of the Series, the portion thereof, if any, that is to be satisfied by payment of cash in
the currency in which the Securities of such Series are denominated (except as provided pursuant to Section 2.2), the portion thereof,
if any, that is to be satisfied by delivering and crediting the Securities of that Series pursuant to Section 3.8 and the basis
for such credit. Together with such Officers’ Certificate, the Company will 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 3.2 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 3.3.


 


ARTICLE
IV.

COVENANTS


 


Section 4.1.         
Payment of Principal, Premium and Interest.


 


The Company covenants
and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of, and
premium, if any, and interest on, the Securities of that Series in accordance with the terms of such Securities and this Indenture.
Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture for a particular Series, at
or before 10:00 a.m., New York City time, on the applicable payment date, redemption date or repurchase date, the Company shall
deposit with the Paying Agent money sufficient to pay the principal of, and premium, if any, and interest on, the Securities of
each such Series in accordance with the terms of such Securities and this Indenture.


 


Section 4.2.         
Compliance Certificate.


 


The Company shall deliver
to the Trustee, within 120 days after the end of the fiscal year of the Company (which as of the date of this Indenture is December
31, or if the fiscal year with respect to the Company is changed so that it ends on a date other than December 31, such other fiscal
year end date as the Company shall notify to the Trustee in writing,) an Officers’ Certificate (which need not contain the
statements provided for in Section 10.4), signed by the principal executive, principal financial or principal accounting officer,
stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her
knowledge the Company is not in default in the performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge). Such Officers’ Certificate need not include a reference to any non-compliance that has been fully cured
prior to the date as of which such certificate speaks.


 






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The Company will, so
long as any of the Securities are outstanding, deliver to the Trustee, within 30 days upon becoming aware of any Default or Event
of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.


 


Section 4.3.         
Stay, Extension and Usury Laws.


 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law,
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 has been enacted.


 


Section 4.4.         
Corporate Existence.


 


Subject to Article
V, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence
and rights (charter and statutory); provided, however, that the Company shall not be required to preserve any such
right if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of its business
and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders of the Securities.


 


Section 4.5.         
Reports.


 


(a)               
Whether or not required by the rules and regulations of the SEC, so long as any Securities are outstanding, the Company
shall file with the Trustee, within the time periods specified by the SEC’s rules and regulations, 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 SEC may from time
to time by rules and regulations prescribe) that the Company would be required to file with the SEC pursuant to Section 13 or Section
15(d) of the Exchange Act. The Company shall be deemed to have complied with the previous sentence to the extent that such information,
documents and reports are filed with the SEC via EDGAR (or any successor electronic delivery procedure).


 






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(b)              
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).


 


ARTICLE
V.

SUCCESSORS


 


Section 5.1.         
Consolidation, Merger and Sale of Assets.


 


The Company may not
consolidate with or merge into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person unless either the Company is the surviving
corporation or the resulting, surviving or transferee entity is a corporation organized under the laws of the United States or,
if such Person is not a corporation, a co-obligor of the Securities is a corporation organized under any such laws, and any successor
or purchaser expressly assumes the Company’s obligations under this Indenture and the Securities, by an indenture supplemental
to this Indenture to which the Company is a party to, and immediately after which, no Default or Event of Default, shall have occurred
and be continuing. An Officers’ Certificate and an Opinion of Counsel will be delivered to the Trustee, which will serve
as conclusive evidence of compliance with this Section 5.1.


 


ARTICLE
VI.

DEFAULTS AND REMEDIES


 


Section 6.1.         
Events of Default.


 


The following are “Events
of Default” with respect to the Securities of any Series, unless in the establishing Board Resolution, Officers’
Certificate or supplemental indenture, it is provided that such Series shall not have the benefit of said Event of Default:


 


(a)               
failure to pay any interest on the Securities within 30 days after such interest becomes due and payable by the terms of
the Securities of such Series;


 


(b)              
failure to pay principal of (or premium, if any, on) the Securities at maturity, or if applicable, the redemption price,
when the same becomes due and payable;


 


(c)               
failure to pay any sinking fund installment as and when the same shall become due and payable by the terms of the Securities,
and continuance of such default for a period of 30 days;


 


(d)              
failure to comply with any of the covenants or agreements in the Securities or this Indenture (other than an agreement or
covenant that the Company has included in this Indenture solely for the benefit of another Series of Securities) for 90 days after
there has been given, by registered or certified mail, to the Company by the Trustee or to the Company by the Holders of at least
25% in principal amount of all outstanding Securities of a Series affected by that failure a written notice specifying such failure
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 






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(e)               
the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(i)                
commences a voluntary case,


 


(ii)              
consents to the entry of an order for relief against it in an involuntary case,


 


(iii)            
consents to the appointment of a Custodian of it or for all or substantially all of its property,


 


(iv)            
makes a general assignment for the benefit of its creditors,


 


(v)              
generally is unable to pay its debts as the same become due;


 


(f)               
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)                
is for relief against the Company in an involuntary case,


 


(ii)              
appoints a Custodian of the Company or for all or substantially all of its property, or


 


(iii)            
orders the liquidation of the Company,


 


and the order
or decree remains unstayed and in effect for 90 days; and


 


(g)              
any other Event of Default provided in the supplemental indenture, Officers’ Certificate or Board Resolution under
which such Series of Securities is issued or in the form of Security for such Series.


 


The term “Bankruptcy
Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


A Default under one
Series of Securities issued under this Indenture will not necessarily be a default under another Series of Securities under this
Indenture.


 


Section 6.2.         
Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default
for a Series of Securities occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or (f)), the
Trustee or the Holders of at least 25% in principal amount of such Series of Securities may require the Company to pay immediately
the principal amount plus accrued and unpaid interest on such Securities. If an Event of Default referred to in Section 6.1(e)
or (f) occurs, the principal amount plus accrued and unpaid interest on such Series of Securities will become immediately due and
payable without any action on the part of the Trustee or any Holder.


 






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


 


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


 


(i)                
all overdue interest on all Securities of that Series,


 


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


 


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


 


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


 


(b)              
all Events of Default with respect to the Securities of that Series, other than the non-payment of the principal and interest,
if any, of the Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 6.13.


 


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


 


Section 6.3.         
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if:


 


(a)               
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,


 


(b)              
default is made in the payment of principal of any Security at the Maturity thereof, or


 


(c)               
default is made in the deposit of any sinking fund payment when and as due by the terms of a Security,


 






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then, 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 interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and 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 deemed
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 any 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 the 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.


 


Section 6.4.         
Trustee May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for
the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)               
to file and prove a claim for the whole amount of principal and interest owing and unpaid with respect to the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and


 


(b)              
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any 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 7.6.


 






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Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote with respect to the claim of any Holder in any such proceeding.


 


Section 6.5.         
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 with respect to which such judgment has been recovered.


 


Section 6.6.         
Application of Money Collected.


 


Any money collected
by the Trustee pursuant to this Article VI 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 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 7.6;


 


Second:To the payment
of all senior indebtedness of the Company if and to the extent required by Article XI;


 


Third:To the payment
of the amounts then due and unpaid for principal of, and premium, if any, and interest on, the Securities with respect to 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 interest, respectively; and


 


Fourth:To the Company.


 


Section 6.7.         
Limitation on Suits.


 


A Holder of the Securities
of any Series may pursue any remedy under this Indenture applicable to the Securities of such Series only if:


 


(a)               
the Holder gives the Trustee written notice of a continuing Event of Default for the Securities of such Series;


 


(b)              
the Holders of at least 25% in principal amount of the outstanding Securities of such Series make a written request to the
Trustee to pursue the remedy;


 






    	25



    	 



    

(c)               
the Holders furnish to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities
which might be incurred by it in compliance with such request;


 


(d)              
the Trustee fails to act for a period of 60 days after receipt of notice and furnishing of indemnity; and


 


(e)               
during that 60-day period, the Holders of a majority in principal amount of the outstanding Securities of such Series do
not give the Trustee a direction inconsistent with the request.


 


This provision does
not, however, affect the right of a Holder of Securities to sue for enforcement of any overdue payment with respect to such Securities.


 


Section 6.8.         
Unconditional Right of Holders to Receive Principal 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 interest, if any, on such Security on the Stated Maturity 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 6.9.         
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 6.10.     
Rights and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, 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, to the extent permitted by law, prevent the concurrent assertion or employment of
any other appropriate right or remedy.


 


Section 6.11.     
Delay or Omission Not Waiver.


 


No delay or omission
of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article VI 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.


 






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Section 6.12.     
Control by Holders.


 


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


 


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


 


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


 


(c)               
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible
Officer of the Trustee, determine that the proceeding so directed would expose the Trustee to personal liability or that it will
not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with such
direction.


 


Section 6.13.     
Waiver of Past Defaults.


 


The Holders of not
less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities
of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment
of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal
amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). 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.


 


Section 6.14.     
Undertaking for Costs.


 


All parties to this
Indenture agree, and each Holder of any Security by his, her or its acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits, and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to any suit instituted by any Holder
for the enforcement of the payment of the principal and interest, if any, on any Security on or after the Stated Maturity expressed
in such Security (or, in the case of redemption, on the redemption date) or to any suit instituted by the Company, the Trustee,
or any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of
any Series.


 






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ARTICLE
VII.

TRUSTEE


 


Section 7.1.         
Duties of Trustee.


 


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


 


(b)              
Except during the continuance of an Event of Default with respect to the Securities of any Series:


 


(i)                
the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee, other than as required under the TIA; and


 


(ii)              
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine such certificates and opinions to determine whether, on their face, they appear
to conform to the requirements of this Indenture.


 


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


 


(i)                
this paragraph does not limit the effect of paragraph (b) of this Section 7.1; and


 


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


 


(d)              
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to the provisions of this Article VII.


 


(e)               
No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee
may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against
any loss, liability or expense.


 






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(f)               
The Trustee shall not be liable for interest on or investment of any money received by it except as the Trustee may agree
in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required
by law. All money received by the Trustee shall, until applied as herein provided, be held in trust for the payment of the principal
of, premium (if any) and interest on the Securities.


 


Section 7.2.         
Rights of Trustee.


 


(a)               
The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture or other paper
or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, security or other paper or document.


 


(b)              
Before the Trustee acts or refrains from acting, it shall be required to receive an Officers’ Certificate and an Opinion
of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction,
Officers’ Certificate or Opinion of Counsel. 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 with respect to any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.


 


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


 


(d)              
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers conferred upon it by this Indenture or with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it from the Holders of a majority in aggregate principal amount of the relevant
Series of Securities.


 


(e)               
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall
be sufficient if signed by an Officer of the Company.


 


(f)               
Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable under or in connection
with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including
but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and
regardless of the form of action in which such damages are sought.


 


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


 






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


 


(i)                
The Trustee may at any time request, and the Company shall deliver an Officers’ Certificate setting forth the specimen
signatures and the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to
this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate,
including any Person specified as so authorized in any such certificate previously delivered and not superseded.


 


(j)                
Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in
the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited
to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason,
embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of
the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities,
or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether
or not of the same class or kind as specifically named above.


 


(k)              
The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, each Agent, and each other agent,
custodian and other Person employed to act hereunder.


 


Section 7.3.         
May Hold Securities.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of the Securities and may otherwise deal with the Company or any
of its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties.
However, the Trustee is subject to Sections 7.9 and 7.10.


 


Section 7.4.         
Trustee’s Disclaimer.


 


The Trustee makes no
representation as to the validity, sufficiency or adequacy of any offering materials, this Indenture or the Securities; it shall
not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the
Company’s direction under any provision hereof; and it shall not be responsible for any statement or recital herein or any
statement in any offering materials or the Securities other than its certificate of authentication.


 






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Section 7.5.         
Notice of Defaults.


 


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


 


Section 7.6.         
Compensation and Indemnity.


 


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


 


The Company hereby
indemnifies the Trustee, including its officers, directors, employees and agents from, and hold it harmless against any damage,
cost, claim, loss, liability or expense (including the reasonable fees and expenses of the Trustee’s agents and counsel)
incurred by it arising out of or in connection with its acceptance and administration of the trusts set forth under this Indenture,
the performance of its obligations and/or the exercise of its rights hereunder, including the reasonable costs and expenses of
defending itself against any claim (whether asserted by the Company, any Holder, or any other Person) or liability except as set
forth in the next following paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim, with counsel reasonably acceptable to the Trustee, and the Trustee shall cooperate in the defense,
unless, the Trustee, in its reasonable discretion, determines that any actual or potential conflict of interest may exist, in which
case the Trustee may have separate counsel, reasonably acceptable to the Company and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made without its consent.


 


The Company shall not
be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s
own gross negligence or willful misconduct.


 


To secure the payment
obligations of the Company in this Section 7.6, the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of, premium (if any) and interest on the Securities
of any Series. Such lien and the obligations of the Company under this Section 7.6 shall survive the satisfaction and discharge
of this Indenture, the payment of the Securities and/or the resignation or removal of the Trustee.


 






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When the Trustee incurs
expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
Federal or State bankruptcy, insolvency or other similar law.


 


Section 7.7.         
Replacement of Trustee.


 


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section 7.7.


 


The Trustee may resign
and be discharged at any time with respect to the Securities of one or more Series by so notifying the Company in writing. The
Holders of a majority in principal amount of the then outstanding Securities of any Series may remove the Trustee with respect
to the Securities of such Series by so notifying the Trustee and the Company. The Company may remove the Trustee for any or all
Series of the Securities if:


 


(a)               
the Trustee fails to comply with Section 7.9,


 


(b)              
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law,


 


(c)               
a Custodian or public officer takes charge of the Trustee or its property, or


 


(d)              
the Trustee becomes incapable of acting.


 


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


 


If a successor Trustee
with respect to the Securities of any Series does not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the then outstanding Securities of such
Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such Series.


 


If the Trustee with
respect to the Securities of a Series fails to comply with Section 7.9, any Holder of Securities of such Series may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the Securities
of such Series.


 


In case of the appointment
of a successor Trustee with respect to the Securities of all Series, each such successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture.
The successor Trustee shall give a notice of its succession to Holders in accordance with Section 10.2. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section
7.6.


 






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In case of the appointment
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 in which each successor Trustee shall accept such appointment and that (a) shall confer to each successor Trustee all the
rights, powers 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, (b) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that
all the rights, powers 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 (c) shall 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. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust,
and 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. 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 shall have all the rights, powers
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. On request of the Company, or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee
all property held by such retiring Trustee as Trustee with respect to the Securities of that or those Series to which the appointment
of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses,
including attorneys’ fees.


 


Notwithstanding replacement
of the Trustee or Trustees pursuant to this Section 7.7, the obligations of the Company under Section 7.6 shall continue for the
benefit of the retiring Trustee or Trustees.


 


Section 7.8.         
Successor Trustee by Merger, Etc.


 


Subject to Section
7.9, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business
(including this transaction) to, another corporation, the successor corporation without any further act shall be the successor
Trustee.


 


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; and in case at that time
any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall
have.


 






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Section 7.9.         
Eligibility; Disqualification.


 


There shall at all
times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States, any
State thereof or the District of Columbia and authorized under such laws to exercise corporate trust power, shall be subject to
supervision or examination by Federal or State (or the District of Columbia) authority and shall have, or be a subsidiary of a
bank or bank holding company having, a combined capital and surplus of at least $50 million as set forth in its most recent published
annual report of condition.


 


The Trustee for the
Securities shall be subject to the provisions of TIA § 310(b) during the period of time required thereby. Nothing herein shall
prevent the Trustee from filing with the SEC the application referred to in the penultimate paragraph of TIA § 310(b). In
determining whether the Trustee has a conflicting interest as defined in TIA § 310(b) with respect to the Securities of any
Series, there shall be excluded Securities of any particular Series of Securities other than that Series.


 


Section 7.10.     
Preferential Collection of Claims Against Company.


 


The Trustee is subject
to and shall comply with the provisions of TIA § 311(a), as if such section applied hereto, excluding any creditor relationship
listed in TIA § 311(b). A Trustee that has resigned or been removed shall be subject to TIA § 311(a), as if such section
applied hereto, to the extent indicated therein.


 


Section 7.11.     
Reports by Trustee.


 


(a)               
Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant
to Section 2.1, if required by TIA § 313(a), the Trustee shall transmit, pursuant to TIA § 313(c), a brief
report that complies with TIA § 313(a) which may have occurred since the later of the immediately preceding May 15 and
the date of this Indenture.


 


(b)              
The Trustee shall transmit any reports required by TIA § 313(a) at the times specified therein.


 


(c)               
A copy of such report, if any, described in Section 7.11(a) and (b) shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with the SEC and with the Company.
The Company will promptly notify the Trustee when the Securities are listed on any stock exchange and of any delisting thereof.


 






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ARTICLE
VIII.

DISCHARGE OF INDENTURE


 


Section 8.1.         
Termination of Company’s Obligations.


 


(a)               
This Indenture shall cease to be of further effect with respect to the Securities of a Series (except that all obligations
of the Company under Section 7.6, the Trustee’s and Paying Agent’s obligations under Section 8.3 and the rights, powers,
protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on written demand of the Company
shall execute instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such
Series, when:


 


(i)                
either


 


(A)            
all outstanding Securities of such Series theretofore authenticated and issued (other than destroyed, lost or stolen Securities
that have been replaced or paid) have been delivered to the Trustee for cancellation; or


 


(B)             
all outstanding Securities of such Series not theretofore delivered to the Trustee for cancellation:


 


(1)              
have become due and payable, or


 


(2)              
will become due and payable at their Stated Maturity within one year, or


 


(3)              
 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, in the case of clause (1),
(2) or (3) above, the Company has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available
to the Holders in the case of clause (1)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing
as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination
thereof which will be sufficient, in the opinion (in the case of (y) or (z)) of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness
on the Securities of such Series for principal and interest to the date of such deposit (in the case of Securities which have become
due and payable) or for principal, premium, if any, and interest to the Stated Maturity or redemption date, as the case may be;
or


 


(C)             
the Company has properly fulfilled such other means of satisfaction and discharge, as contemplated by Section 2.2 to be
applicable to the Securities of such Series:


 






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(ii)              
the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such
Series; and


 


(iii)            
the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction
and discharge of this Indenture with respect to the Securities of such Series have been complied with, together with an Opinion
of Counsel to the same effect.


 


(b)              
Unless this Section 8.1(b) is specified as not being applicable to the Securities of a Series as contemplated by Section
2.2, the Company may terminate certain of its obligations under this Indenture (“covenant defeasance”) with
respect to the Securities of a Series if:


 


(i)                
the Company has irrevocably deposited or caused to be deposited with the Trustee as 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 Securities of
such Series, (x) cash in an amount, or (y) Government Obligations with respect to such Series, maturing as to principal and interest
at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof which will
be sufficient, in the opinion (in the case of (y) or (z)) of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities
of such Series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof
or upon redemption as provided in Section 8.1(e)) to pay all other sums payable by it hereunder; provided that the Trustee
shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of
said principal, premium (if any) and interest with respect to the Securities of such Series as the same shall become due;


 


(ii)              
the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction
and discharge of this Indenture with respect to the Securities of such Series have been complied with, and an Opinion of Counsel
to the same effect;


 


(iii)            
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the
date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit
and the grant of any lien securing such borrowings);


 


(iv)            
the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to
the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes
as a result of such Company’s exercise of its option under this Section 8.1(b) 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 option had not been exercised;
and


 






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(v)              
the Company has complied with any additional conditions specified pursuant to Section 2.2 to be applicable to the discharge
of the Securities of such Series pursuant to this Section 8.1.


 


In such event, this
Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on written demand of the
Company, shall execute instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s
obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 4.1, 5.1, 7.6 and 7.7, the Trustee’s and Paying Agent’s obligations
in Section 8.3 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all
Securities of such Series are no longer outstanding. Thereafter, only the obligations of the Company in Section 7.6 and the Trustee’s
and Paying Agent’s obligations in Section 8.3 shall survive with respect to the Securities of such Series.


 


In order to have money
available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall
be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government
Obligations shall not be callable at the issuer’s option.


 


(c)               
If the Company has previously complied or is concurrently complying with the conditions set forth in Section 8.1(b) (other
than any additional conditions specified pursuant to Section 2.2 that are expressly applicable only to covenant defeasance) with
respect to the Securities of a Series, then unless this Section 8.1(c) is specified as not being applicable to the Securities of
such Series as contemplated by Section 2.2, the Company may elect to be discharged (“legal defeasance”) from
its obligations to make payments with respect to the Securities of such Series, if:


 


(i)                
unless otherwise specified with respect to the Securities of such Series as contemplated by Section 2.2, the Company has
delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred
to in Section 8.1(b)(4) with respect to such legal defeasance, which opinion is based on (A) a private ruling of the Internal Revenue
Service addressed to the Company, (B) a published ruling of the Internal Revenue Service or (C) a change in the applicable federal
income tax law (including regulations) after the date of this Indenture; the Company has complied with any other conditions specified
pursuant to Section 2.2 to be applicable to the legal defeasance of Securities of such Series pursuant to this Section 8.1(c);
and


 


(ii)              
the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such Series
and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities
of such Series have been complied with, together with an Opinion of Counsel to the same effect.


 






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In such event, the
Company will be discharged from its obligations under this Indenture and the Securities of such Series to pay principal of, premium
(if any) and interest on, the Securities of such Series, the Company’s obligations under Sections 4.1 and 5.1 shall terminate
with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and
discharged.


 


(d)              
If and to the extent additional or alternative means of satisfaction, discharge or defeasance of the Securities of a Series
are specified to be applicable to such Series as contemplated by Section 2.2, the Company may terminate any or all of its obligations
under this Indenture with respect to its Securities of a Series and any or all of its obligations under the Securities of such
Series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.2, to
be applicable to the Securities of such Series.


 


(e)               
If the Securities of any Series subject to paragraphs (a), (b), (c) or (d) of this Section 8.1 are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional
sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall
make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption in the name, and at
the expense, of the Company.


 


Section 8.2.         
Application of Trust Money.


 


The Trustee or a trustee
satisfactory to the Trustee and the Company shall hold in trust money or Government Obligations deposited with it pursuant to Section
8.1 hereof. It shall apply the deposited money and the money from Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of premium (if any) and interest on the Securities of the Series with respect to
which the deposit was made.


 


Section 8.3.         
Repayment to Company.


 


The Trustee and the
Paying Agent shall promptly pay to the Company upon written request any excess money or Government Obligations (or proceeds therefrom)
held by them at any time upon the written request of the Company.


 


Subject to the requirements
of any applicable abandoned property laws, the Trustee and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal, premium (if any), interest that remains unclaimed for two years after the date upon
which such payment shall have become due. After payment to the Company, Holders entitled to the money must look to the Company
for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability of the
Trustee and the Paying Agent with respect to such money shall cease.


 


Section 8.4.         
Reinstatement.


 


If the Trustee or the
Paying Agent is unable to apply any money or Government Obligations deposited with respect to the Securities of any Series in accordance
with Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect
to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money or Government
Obligations in accordance with Section 8.1; provided, however, that if the Company has made any payment of principal of,
premium (if any) or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee
or the Paying Agent.


 






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ARTICLE
IX.

AMENDMENTS AND WAIVERS


 


Section 9.1.         
Without Consent of Holders.


 


Without the consent
of any Holder of Securities of a Series, the Company and the Trustee may amend or supplement this Indenture or the Series of Securities
in the following circumstances:


 


(a)               
to cure any ambiguity, omission, defect or inconsistency;


 


(b)              
to provide for the assumption of the Company’s obligations under this Indenture by a successor or transferee upon
any merger, consolidation or asset transfer;


 


(c)               
to provide for uncertificated Securities in addition to or in place of Certificated Securities;


 


(d)              
to provide any security for or guarantees of its Securities or for the addition of an additional obligor on its Securities;


 


(e)               
to comply with any requirement to effect or maintain the qualification of this Indenture under the TIA, if applicable;


 


(f)               
to add covenants that would benefit the Holders of its Securities or to surrender any rights the Company has under this
Indenture;


 


(g)              
to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall
not become effective with respect to any outstanding Securities of any Series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision;


 


(h)              
to provide for the issuance of and establish forms and terms and conditions of a new series of Securities;


 


(i)                
to facilitate the defeasance and discharge of the Securities of any Series otherwise in accordance with Article VIII; provided
that any such action does not adversely affect the rights of any holder of outstanding Securities of such Series in any material
respect as determined in good faith by the principal executive officer, the principal financial or accounting officer or the Treasurer
of the Company;


 






    	39



    	 



    

(j)                
to issue additional Securities of any Series, provided that such additional Securities have the same terms as, and
be deemed part of the same Series as, the applicable Series of Securities to the extent required under this Indenture; and provided
further that if the additional Securities are not fungible with such Series for United States federal income tax purposes,
the additional Securities will have a separate CUSIP number;


 


(k)              
to evidence and provide for the acceptance of and appointment 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 trust by more than one trustee;


 


(l)                
to add additional Events of Default with respect to any Series of Securities; and


 


(m)            
to make any change that does not adversely affect any of its outstanding Securities in any material respect.


 


Section 9.2.         
With Consent of Holders.


 


This Indenture or the
Securities of a Series may be amended or supplemented, and waivers may be obtained, with the consent of the Holders of at least
a majority in aggregate principal amount of the then outstanding Securities of such Series voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities of a Series), and any
existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on,
if any, or interest on, such Securities of a Series, except a payment Default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Securities of such Series may be waived with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Securities of such Series voting as a single class (including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Securities of a Series).


 


The Holders of a majority
in principal amount of the outstanding Securities of a Series issued by the Company may waive any existing or past Default or Event
of Default with respect to those Securities. Those Holders may not, however, waive any Default or Event of Default in any payment
on any Security.


 


For the avoidance of
doubt, any amendment, supplement or waiver to any Series of Securities made with the consent of Holders of such Series of Securities,
shall be made with respect to that Series of Securities only, and not any other Series of Securities.


 






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Section 9.3.         
Limitations.


 


Without the consent
of each Holder of Securities of a Series affected thereby, an amendment, supplement or waiver may not (with respect to any Securities
of such Series held by a non-consenting Holder):


 


(a)               
reduce the percentage in principal amount of the Securities, the consent of whose Holders is required for any amendment,
supplement or waiver;


 


(b)              
reduce the rate of or change the time for payment of interest on the Securities of such Series;


 


(c)               
reduce the principal of the Securities of such Series or change the Stated Maturity of the Securities of such Series;


 


(d)              
reduce any premium payable on the redemption of the Securities of such Series or change the time at which the Securities
of such Series may or must be redeemed or alter or waive any of the provisions with respect to the redemption of the Securities
of such series;


 


(e)               
make payments on the Security of such Series payable in currency other than as originally stated in such Security;


 


(f)               
modify the subordination provisions of the Security of such Series in a manner adverse in any material respect to the Holder
thereof;


 


(g)              
impair the Holder’s right to institute suit for the enforcement of any payment on the Security of such Series; or


 


(h)              
waive a continuing Default or Event of Default regarding any payment on the Securities of such Series.


 


In the event that consent
is obtained from some of the Holders but not from all of the Holders with respect to any amendments or waivers pursuant to clauses
(a) through (g) of this Section 9.3, new Securities of such Series with such amendments or waivers will be issued to those consenting
Holders. Such new Securities shall have separate CUSIP, ISIN or Common Code numbers from those Securities of such Series held by
non-consenting Holders.


 


Section 9.4.         
Form of Amendments.


 


Every amendment to
this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture.


 


Section 9.5.         
Revocation and Effect of Consents.


 


Until an amendment
is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder
may revoke the consent as to his, her or its Security or portion of a Security if the Trustee receives the written notice of revocation
before the date of the supplemental indenture or the date the waiver becomes effective.


 






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Any amendment or waiver
once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security that
has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security.


 


Section 9.6.         
Notation on or Exchange of the Securities.


 


The Trustee may place
an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company, in exchange
for its Securities of that Series, may issue and the Trustee shall authenticate upon request new Securities of that Series that
reflect the amendment or waiver.


 


Section 9.7.         
Trustee Protected.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and constitutes the legal, valid and binding obligation of the Company enforceable against the Company
in accordance with such supplemental indenture’s terms. The Trustee may, but shall not be obligated to, enter into any supplemental
indentures which affect the Trustee’s own rights, duties, immunities, or indemnities under this Indenture, the Securities
or otherwise.


 


ARTICLE
X.

MISCELLANEOUS


 


Section 10.1.     
Notices.


 


Any request, direction,
instruction, demand, document, notice or communication by the Company or the Trustee to the other, or by a Holder to the Company
or the Trustee, shall be in English and in writing and delivered in person, mailed by first-class mail, or delivered by overnight
courier as provided below, or if sent by facsimile transmission or email in PDF format, to a facsimile number or email address,
as the case may be, provided by the Company or the Trustee, with a copy, mailed by first-class mail, to the Company or the
Trustee, as provided below:


 


if to the Company:


 


South Jersey Industries, Inc.





Attention: General Counsel





1 South Jersey Plaza





Folsom, NJ 08037





Facsimile No: (609) 561-7130


 






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with a copy to:


 


Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Facsimile No: (212) 351-5237

Attention: Andrew L. Fabens


 


if to the Trustee:


 


[______________]





[______________]





[______________]





Facsimile No: [______________]





Attention: [______________]


 


with a copy to:


 


[______________]





[______________]





[______________]





Facsimile No: [______________]





Attention: [______________]


 


Notices shall be effective
upon the recipient’s actual receipt thereof. Any party by notice to the other parties may designate additional or different
addresses for subsequent notices or communications.


 


Any notice or communication
to (a) a Securityholder of a Certificated Security shall be mailed by first-class mail to his, her or its address shown on
the register kept by the Registrar and (b) a Securityholder of a Global Security shall be delivered to the Depositary in accordance
with its applicable procedures. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it
shall not affect its sufficiency with respect to other Securityholders of that or any other Series.


 


If a notice or communication
to any Securityholder is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether
or not the Securityholder receives it.


 


If the Company mails
a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.


 






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With respect to this
Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions,
reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such
instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such
electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or
sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or
other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods to
submit instructions, directions, reports, notices or other communications or information to the Trustee, including the risk of
the Trustee acting on unauthorized instructions, directions, reports, notices or other communications or information, and the risk
of interception and misuse by third parties.


 


Section 10.2.     
Communication by Holders with Other Holders.


 


Securityholders of
a Series may communicate pursuant to TIA § 312(b), as if such section applied hereto, with other Securityholders of such Series
with respect to their rights under this Indenture or the Securities. The Trustee shall comply with the obligations imposed upon
it by TIA § 312.


 


Section 10.3.     
Certificate and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(a)               
an Officers’ Certificate stating that, in the opinion of the signer, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with; and


 


(b)              
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 10.4.     
Statements Required in Certificate or Opinion.


 


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


 


(a)               
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


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


 


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


 






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(d)              
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


Section 10.5.     
Rules by Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set
reasonable requirements for its functions.


 


Section 10.6.     
Legal Holidays.


 


Unless otherwise provided
by Board Resolution, Officers’ Certificate or supplemental indenture for a particular Series, a “Legal Holiday”
is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


 Section 10.7.      No Personal Liability of Directors, Officers, Employees and Certain Others.




 


No director, officer,
employee, incorporator or similar founder, stockholder or member of the Company will have any liability for or any obligations
of the Company under this Indenture or the Securities or for any claim based on, with respect to or by reason of, such obligations
or their creation. Each Holder of the Securities by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. The waiver may not be effective to waive liabilities under
the federal securities laws.


 


Section 10.8.     
Counterparts.


 


This Indenture may
be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies
of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of
this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes.


 


Section 10.9.     
Governing Laws.


 


THIS INDENTURE AND
THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES, SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW
OTHER THAN THE LAW OF THE STATE OF NEW YORK.


 






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Section 10.10. 
No Adverse Interpretation of Other Agreements.


 


This Indenture may
not be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.11. 
Successors.


 


All agreements of the
Company in this Indenture and the Securities shall bind its respective successors. All agreements of the Trustee in this Indenture
shall bind its successor.


 


Section 10.12. 
Severability.


 


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 10.13. 
Table of Contents, Headings, Etc.


 


The Table of Contents,
Cross Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 10.14. 
Judgment Currency.


 


The Company agrees,
to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due with respect to the principal of or interest or other amount on the Securities
of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the recipient
could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the recipient could purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection (a) of this clause), in any currency other than
the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable with respect to such payments, (ii) shall be enforceable as an alternative
or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt
shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a Legal Holiday in The City of New York on which banking institutions are authorized
or required by law, regulation or executive order to close.


 






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Section 10.15. 
English Language.


 


This Indenture has
been negotiated and executed in the English language. All certificates, reports, notices and other documents and communications
delivered pursuant to this Indenture (including any modifications or supplements hereto), shall be in the English language, or
accompanied by a certified English translation thereof. In the case of any document originally issued in a language other than
English, the English language version of any such document shall for purposes of this Indenture, and absent manifest error, control
the meaning of the matters set out therein.


 


Section 10.16. 
Submission to Jurisdiction.


 


Any suit, action or
proceeding against the Company or its respective properties, assets or revenues with respect to this Indenture or the Securities
(a “Related Proceeding”) may be brought in any state or Federal court in the Borough of Manhattan in The City
of New York, New York, as the Person bringing such Related Proceeding may elect in its sole discretion. The Company hereby consents
to the non-exclusive jurisdiction of each such court for the purpose of any Related Proceeding and has irrevocably waived any objection
to the laying of venue of any Related Proceeding brought in any such court and to the fullest extent it may effectively do so and
the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any
such court.


 


Section 10.17. 
Waiver of Immunity.


 


To the extent that
the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise)
with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity
with respect to its obligations under this Indenture, and, the Securities.


 


Section 10.18. 
Waiver of Jury Trial.


 


EACH OF THE COMPANY
AND THE TRUSTEE HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.


 


Section 10.19. 
USA Patriot Act


 


The parties hereto
acknowledge that in accordance with § 326 of the USA Patriot Act, the Trustee, like all financial institutions and in
order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies
each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture
agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy
the requirements of the USA Patriot Act as such requirements pertain to this Indenture.


 






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ARTICLE
XI.

Subordination


 


Section 11.1.     
Subordination Terms


 


The Securities of a
Series issued hereunder shall be subordinated in right of payment to the extent provided in the subordination terms with respect
to the Securities of such Series that are established pursuant to Section 2.2.


 


Section 11.2.     
Notice to Trustee


 


The Company shall give
prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Failure to give such notice shall not affect in any manner the subordination of the Securities
to Senior Indebtedness. Notwithstanding the provisions of this or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received written notice thereof at the address specified in
Section 10.1 from the Company or a holder of Senior Indebtedness or from any trustee or agent therefor; and, prior to the receipt
of any such written notice, the Trustee, subject to the provisions of Section 7.1, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received, at least three
Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without
limitation, the payment of the principal amount, accrued original issue discount, redemption price or interest, if any, as the
case may be, in respect of any Security), the notice with respect to such money provided for in this Section 11.2, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may
be received by it within three Business Days prior to such date.


 


Subject to the provisions
of Section 7.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing
himself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has
been given by a holder of Senior Indebtedness (or a trustee or agent on behalf of any such holder). In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness
to participate in any payment or distribution pursuant to this Article XI, the Trustee may request such person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which
such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person
under this Article XI, and if such evidence is not furnished, the Trustee may defer any payment that it may be required to make
for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such
person to receive such payment.


 






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Section 11.3.     
Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or
distribution of assets of the Company referred to in this Article XI, the Trustee, subject to the provisions of Section 7.1, and
the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, Custodian, receiver, assignee
for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article XI.


 


Section 11.4.     
Trustee Not Fiduciary for Holders of Senior Indebtedness.


 


The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property
or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XI or otherwise. With respect
to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article XI and no implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.


 


Section 11.5.     
Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.


 


The Trustee or any
Authenticating Agent in its individual capacity shall be entitled to all the rights set forth in this Article XI with respect to
any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee or any Authenticating Agent of any of its rights as such holder.


 


Nothing in this Article
XI shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.6.


 






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


 





	 	South Jersey Industries, Inc.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:







 


 



    	 



    	 



    




 





	 	[______________], as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: