Form of Subordinated Debt Indenture



 Exhibit 4.7 
 ALLEGHENY ENERGY, INC. 
 Issuer 
 and 
 WELLS FARGO BANK, N.A. 
 Trustee 
 INDENTURE 
 Dated as of                     
 SUBORDINATED DEBT SECURITIES 







 ALLEGHENY ENERGY, INC. 
 Certain Sections of this Indenture relating to 
 Sections 310 through 318(a), inclusive, of the Trust
Indenture Act of 1939: 
  

					
	 Trust Indenture Act Section
	  	Indenture Section
	§310	  	(a)(1)	  	6.10
		  	(a)(2)	  	6.10
		  	(a)(3)	  	Not Applicable
		  	(a)(4)	  	Not Applicable
		  	(a)(5)	  	6.10
		  	(b)	  	6.07
		  		  	6.08
		  	(c)	  	Not Applicable
	§311	  	(a)	  	6.11
		  	(b)	  	6.11
		  	(c)	  	Not Applicable
	§312	  	(a)	  	7.01
		  		  	7.02
		  	(b)	  	7.02
		  	(c)	  	7.02
	§313	  	(a)	  	7.03
		  	(b)	  	7.03
		  	(c)	  	7.03
		  	(d)	  	7.03
	§314	  	(a)	  	7.04
		  	(a)(4)	  	1.01
		  		  	10.04
		  	(b)	  	Not Applicable
		  	(c)(1)	  	1.02
		  	(c)(2)	  	1.02
		  	(c)(3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	1.02
	§315	  	(a)	  	6.01
		  	(b)	  	6.05
		  	(c)	  	6.01
		  	(d)	  	6.01
		  	(e)	  	5.14
	§316	  	(a)	  	1.01
		  	(a)(1)(A)	  	5.02
		  		  	5.12
		  	(a)(1)(B)	  	5.13
		  	(a)(2)	  	Not Applicable
		  	(b)	  	5.08
		  	(c)	  	1.04
	§317	  	(a)(1)	  	5.03
		  	(a)(2)	  	5.04
		  	(b)	  	10.03
	§318	  	(a)	  	1.07

 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 OTHER PROVISIONS OF GENERAL APPLICATION
	  	
			
	 Section 1.01
	 	Definitions	  	1
	 Section 1.02
	 	Compliance Certificates and Opinions	  	6
	 Section 1.03
	 	Form of Documents Delivered to Trustee	  	6
	 Section 1.04
	 	Acts of Holders; Record Dates	  	6
	 Section 1.05
	 	Notices, Etc., to Trustee and Company	  	8
	 Section 1.06
	 	Notice to Holders; Waiver	  	8
	 Section 1.07
	 	Conflict with Trust Indenture Act	  	8
	 Section 1.08
	 	Effect of Headings and Table of Contents	  	9
	 Section 1.09
	 	Successors and Assigns	  	9
	 Section 1.10
	 	Separability Clause	  	9
	 Section 1.11
	 	Benefits of Indenture	  	9
	 Section 1.12
	 	Governing Law	  	9
	 Section 1.13
	 	Legal Holidays	  	9
	 Section 1.14
	 	Waiver of Jury Trial	  	9
	 Section 1.15
	 	Force Majeure	  	9
	 Section 1.16
	 	USA Patriot Act	  	9
		
	 ARTICLE II SECURITY FORMS
	  	
			
	 Section 2.01
	 	Forms Generally	  	10
	 Section 2.02
	 	Form of Face of Security	  	10
	 Section 2.03
	 	Form of Reverse of Security	  	11
	 Section 2.04
	 	Form of Legend for Global Securities	  	14
	 Section 2.05
	 	Form of Trustee’s Certificate of Authentication	  	14
		
	 ARTICLE III THE SECURITIES
	  	
			
	 Section 3.01
	 	Amount Unlimited; Issuable in Series	  	14
	 Section 3.02
	 	Denominations	  	16
	 Section 3.03
	 	Execution, Authentication, Delivery and Dating	  	16
	 Section 3.04
	 	Temporary Securities	  	17
	 Section 3.05
	 	Registration, Registration of Transfer and Exchange	  	18
	 Section 3.06
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	19
	 Section 3.07
	 	Payment of Interest; Interest Rights Preserved	  	19
	 Section 3.08
	 	Persons Deemed Owners	  	20
	 Section 3.09
	 	Cancellation	  	20
	 Section 3.10
	 	Computation of Interest	  	21
	 Section 3.11
	 	CUSIP Numbers	  	21
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	
			
	 Section 4.01
	 	Satisfaction and Discharge of Indenture	  	21
	 Section 4.02
	 	Application of Trust Money	  	21








 Table of Contents 
 (continued) 
  

					
	 	 	 	  	Page
	 ARTICLE V REMEDIES
	  	
			
	 Section 5.01
	 	Events of Default	  	22
	 Section 5.02
	 	Acceleration of Maturity; Rescission and Annulment	  	22
	 Section 5.03
	 	Collection and Suits for Enforcement by Trustee	  	23
	 Section 5.04
	 	Trustee May File Proofs of Claim	  	23
	 Section 5.05
	 	Trustee May Enforce Claims Without Possession of Securities	  	24
	 Section 5.06
	 	Application of Money Collected	  	24
	 Section 5.07
	 	Limitation on Suits	  	24
	 Section 5.08
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	25
	 Section 5.09
	 	Restoration of Rights and Remedies	  	25
	 Section 5.10
	 	Rights and Remedies Cumulative	  	25
	 Section 5.11
	 	Delay or Omission Not Waiver	  	25
	 Section 5.12
	 	Control by Holders	  	25
	 Section 5.13
	 	Waiver of Past Defaults	  	26
	 Section 5.14
	 	Undertaking for Costs	  	26
	 Section 5.15
	 	Waiver of Usury, Stay or Extension Laws	  	26
		
	 ARTICLE VI THE TRUSTEE
	  	
			
	 Section 6.01
	 	Duties of Trustee	  	26
	 Section 6.02
	 	Rights of Trustee	  	27
	 Section 6.03
	 	Individual Rights of Trustee	  	28
	 Section 6.04
	 	Trustee’s Disclaimer	  	28
	 Section 6.05
	 	Notice of Default	  	28
	 Section 6.06
	 	Compensation and Indemnity	  	28
	 Section 6.07
	 	Replacement of Trustee	  	29
	 Section 6.08
	 	Conflicting Interest of Trustee	  	30
	 Section 6.09
	 	Successor Trustee by Merger, Etc.	  	30
	 Section 6.10
	 	Eligibility of Trustee	  	30
	 Section 6.11
	 	Preferential Collection of Claims against Company	  	30
		
	 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	
			
	 Section 7.01
	 	Company to Furnish Trustee Names and Addresses of Holders	  	30
	 Section 7.02
	 	Preservation of Information; Communications to Holders	  	31
	 Section 7.03
	 	Reports by Trustee	  	31
	 Section 7.04
	 	Reports by Company	  	31
		
	 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	
			
	 Section 8.01
	 	When Company May Merge, Etc.	  	31
	 Section 8.02
	 	Successor Substituted	  	32








 Table of Contents 
 (continued) 
  

					
	 	 	 	  	Page
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	
			
	 Section 9.01
	 	Supplemental Indentures Without Consent of Holders	  	32
	 Section 9.02
	 	Supplemental Indentures with Consent of Holders	  	33
	 Section 9.03
	 	Execution of Supplemental Indentures	  	34
	 Section 9.04
	 	Effect of Supplemental Indentures	  	34
	 Section 9.05
	 	Conformity with Trust Indenture Act	  	34
	 Section 9.06
	 	Reference in Securities to Supplemental Indentures	  	34
	 Section 9.07
	 	Subordination Unimpaired	  	34
		
	 ARTICLE X COVENANTS
	  	
			
	 Section 10.01
	 	Payment of Securities	  	34
	 Section 10.02
	 	Maintenance of Office or Agency	  	34
	 Section 10.03
	 	Money for Securities Payments to Be Held in Trust	  	35
	 Section 10.04
	 	Compliance Certificate; Notice of Default	  	36
	 Section 10.05
	 	Corporate Existence	  	36
	 Section 10.06
	 	Waiver of Certain Covenants	  	36
		
	 ARTICLE XI REDEMPTION OF SECURITIES
	  	
			
	 Section 11.01
	 	Applicability of Article	  	36
	 Section 11.02
	 	Election to Redeem; Notice to Trustee	  	36
	 Section 11.03
	 	Selection by Trustee of Securities to Be Redeemed	  	37
	 Section 11.04
	 	Notice of Redemption	  	37
	 Section 11.05
	 	Deposit of Redemption Price	  	37
	 Section 11.06
	 	Securities Payable on Redemption Date	  	38
	 Section 11.07
	 	Securities Redeemed in Part	  	38
		
	 ARTICLE XII SINKING FUNDS
	  	
			
	 Section 12.01
	 	Applicability of Article	  	38
	 Section 12.02
	 	Satisfaction of Sinking Fund Payments with Securities	  	38
	 Section 12.03
	 	Redemption of Securities for Sinking Fund	  	39
		
	 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
	  	
			
	 Section 13.01
	 	Company’s Option to Effect Defeasance or Covenant Defeasance	  	39
	 Section 13.02
	 	Defeasance and Discharge	  	39
	 Section 13.03
	 	Covenant Defeasance	  	39
	 Section 13.04
	 	Conditions to Defeasance or Covenant Defeasance	  	40
	 Section 13.05
	 	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	  	41
	 Section 13.06
	 	Reinstatement	  	41








 Table of Contents 
 (continued) 
  

					
	 	 	 	  	Page
		
	 ARTICLE XIV SUBORDINATION OF SECURITIES
	  	
			
	 Section 14.01
	 	Securities Subordinate to Senior Indebtedness	  	41
	 Section 14.02
	 	Payment Over of Proceeds Upon Dissolution, Etc.	  	42
	 Section 14.03
	 	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	  	42
	 Section 14.04
	 	No Payment When Senior Indebtedness in Default	  	43
	 Section 14.05
	 	Payment Permitted If No Default	  	43
	 Section 14.06
	 	Subrogation to Rights of Holders of Senior Indebtedness	  	43
	 Section 14.07
	 	Provisions Solely to Define Relative Rights	  	43
	 Section 14.08
	 	Trustee to Effectuate Subordination	  	44
	 Section 14.09
	 	No Waiver of Subordination Provisions	  	44
	 Section 14.10
	 	Notice to Trustee	  	44
	 Section 14.11
	 	Reliance on Judicial Order or Certificate of Liquidating Agent	  	45
	 Section 14.12
	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	45
	 Section 14.13
	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	  	45
	 Section 14.14
	 	Article Applicable to Paying Agents	  	45
	 Section 14.15
	 	Certain Conversions Deemed Payment	  	45
	 Section 14.16
	 	Trust Moneys Not Subordinated	  	46








 INDENTURE, dated as of
                            , between Allegheny Energy, Inc., a corporation duly organized and existing under
the laws of the state of Maryland (herein called the “Company”), having its principal office as of the date hereof at 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601, and Wells Fargo Bank, N.A., as Trustee (herein called the
“Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the
“Securities”), to be issued in one or more series as in this Indenture provided. 
 All things necessary to make this Indenture a
valid and legally binding agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for
the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 1.01 Definitions. 
 The following terms (except as otherwise expressly provided or unless the context otherwise
clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section and include the plural as well as the singular. All other terms used in this Indenture that are
defined in the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context otherwise clearly requires), have the meanings assigned to them therein. All accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term GAAP with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the date of such computation. The words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture, unless the context
otherwise indicates. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms used
principally in Articles III, V, XII, XIII and XIV are defined in those Articles. 
 “Act”, when used with respect to any Holder,
has the meaning specified in Section 1.04. 
 “Add-On Securities” has the meaning assigned to such term in Section 3.01.

 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 “Bankruptcy Default” has the meaning assigned to such term in Section 5.01. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors. 
 “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board. 
  

 1 








 “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
 “Capital Lease Obligation” means, at any time any determination thereof is made, the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on the
balance sheet in accordance with GAAP. 
 “Commission” means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
 “Corporate Trust Office” means the
principal office of the Trustee in Minneapolis, Minnesota at which at any particular time its corporate trust business shall be administered, which office as of the date hereof is located at: 
 625 Marquette Avenue 
 MAC N9311-110 
 Minneapolis, MN 55479 
 Attn: Corporate Trust Services 
 With a copy to: 
 45 Broadway, 14th Floor 
 New York, NY 10006 
 Attn: Allegheny Energy Relationship Manager 
 or such other address as the Trustee may designate from time to time by notice to the
Company, or principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company). 
 “Covenant Defeasance” has the meaning specified in Section 13.03. 
 “Defaulted Interest” has the meaning specified in Section 3.07. 
 “Defeasance” has the meaning specified in Section 13.02. 
 “Defeasible Series” has the meaning specified in Section 13.01. 
 “Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.01. 
 “Establishment Action” means: 
 (i) a resolution duly adopted by the Board of Directors establishing one or more series of Securities, authorizing the issuance of
any Security and/or authorizing any other action that may be taken by the Company in connection with this Indenture or the Securities; or 
 (ii) a resolution or action by a committee, officer or employee of the Company, establishing one or more series of Securities, authorizing the issuance of any Security and/or authorizing any other action that may
be taken by the Company in connection with this Indenture or the Securities, in each case, pursuant to a resolution duly adopted by the Board of Directors. 
  

 2 








 “Event of Default” has the meaning specified in Section 5.01. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto. 
 “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. 
 “Global Security” means a Security that evidences all or part of the Securities of any series and is authenticated and delivered to, and registered in the name of, the Depositary for such Securities or a
nominee thereof. 
 “Guaranty” means a guarantee (other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), or all or any part of any Indebtedness. 
 “Hedging Obligations” means, with respect to any Person, the Obligations of such Person under interest rate swap agreements, interest rate cap
agreements, and interest rate collar agreements, and other agreements or arrangements designed to protect such Person against fluctuations in interest rates. 
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
 “Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures of similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an
accrued expense or trade payable and also includes, to the extent not otherwise included, the Guaranty of any indebtedness of such Person or any other Person. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.01. 
 “interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
 “Notice of Default” means a written notice of the kind specified in Section 5.01(4). 
 “Obligations” means any principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities. 
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 
  

 3 








 “Opinion of Counsel” means a written opinion of counsel who may be counsel for or an employee
of the Company and who is acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 
 “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities, the payment or redemption money for which in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and 
 (4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as
of the date of such determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S.
dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent
on the date of original issuance of such Security of the amount determined as provided in clause (A) above) of such Security, and (C) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, unless the Company or any such other obligor or Affiliate of the Company or such other obligor owns all of such Securities, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person
authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. 
 “Person” means any individual, corporation, partnership, joint venture, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. 
 “Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  

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 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. 
 “Responsible Officer”, when used with respect to the Trustee, means any officer assigned to the Corporate Trust Services department (or any other successor division or unit) of the Trustee located at the Corporate Trust Office of
the Trustee who shall have direct responsibility for the administration of this Indenture and, for purposes of Sections 5.12 and 6.01(c)(2) and the last sentence of Section 6.05 hereof, also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
 “Security Register” has the meaning specified in Section 3.05. 
 “Security Registrar” means the Person appointed as the initial Security Registrar in Section 3.05 or any Person appointed by the Company
as a successor or replacement Security Registrar. 
 “Senior Indebtedness” means the principal of (and premium, if any), accrued
interest (including interest accruing on or after the filing in bankruptcy or reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees and other amounts owing with respect to all Indebtedness of the Company (including Indebtedness of others guaranteed by the Company) other than the Securities, in any such case whether outstanding on the date of this Indenture or the date
Securities of any series are issued hereunder or thereafter created, incurred or assumed, unless in any case in the instrument creating or evidencing any such Indebtedness or obligation or pursuant to which the same is outstanding it is provided
that such Indebtedness or obligation is not superior in right of payment to the Securities or it is provided that such Indebtedness or obligation is subordinated to senior Indebtedness to substantially the same extent as the Securities are
subordinated to Senior Indebtedness. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07. 
 “Stated Maturity”, when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
 “Surviving Person” has the meaning specified in Section 8.01. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series shall mean each Trustee with respect to Securities of that series. 
 “U.S. Government
Obligations” has the meaning specified in Section 13.04. 
 “Vice President”, when used with respect to the Company or
the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”. 
  

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 Section 1.02 Compliance Certificates and Opinions. 
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officers’ Certificate required by the first paragraph of Section 10.04)
shall include 
 (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such
individual, he 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 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 Section 1.03 Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which
his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Company or any subsidiary of the Company stating that the information with respect to such factual matters is in the possession of the Company or any subsidiary of the Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 1.04 Acts of Holders; Record Dates. 
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section. 
  

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 The fact and date of the execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the
execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 The ownership of Securities shall be proved by the Security Register. 
 Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 The Company may, in the circumstances permitted by the Trust Indenture Act, set any day as the record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of Securities of such
series. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the
relevant action, whether or not such Holders remain Holders after such record date. With regard to any action that may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding Securities of any series (or their duly
appointed agents) and for which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such action purported to be given or taken by any Holder shall be effective hereunder unless given
or taken on or prior to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents). On or prior to any expiration date set pursuant to this
paragraph, the Company may, on one or more occasions at its option, extend such date to any later date. Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any such expiration date,
any action identical to, or, at any time, contrary to or different from, the action or purported action to which such expiration date relates, in which event the Company may set a record date in respect thereof pursuant to this paragraph. Nothing in
this paragraph shall be construed to render ineffective any action taken at any time by the Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is so
taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next
paragraph. 
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of, in each case with respect to Securities of such series: (i) any Notice of Default; (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default with respect to
Securities of such series has occurred and is continuing and the Trustee shall not have given such a declaration to the Company; (iii) any request to institute proceedings referred to in Section 5.07(2); or (iv) any direction referred
to in Section 5.12. Promptly after any record date is set pursuant to this paragraph, the Trustee shall notify the Company and the Holders of Outstanding Securities of such series of any such record date so fixed and the proposed action. The
Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders after such
record date; provided that, unless such notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed
agents) having joined therein on or prior to the 90th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall
be construed to prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a notice, declaration or direction contrary to or different from, or, after the expiration of such period,
identical to, the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any
notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Company by Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant
series on the date such notice, declaration or direction is so given. 
  

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 Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part
of such principal amount. 
 Section 1.05 Notices, Etc., to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with: 
 (1) the Trustee by any Holder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee and received at its Corporate Trust Office, Attention: Corporate Trust Services; or 
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or filed in writing (which may be via facsimile) and sent by overnight courier or by mail, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of
this instrument or at any other address previously furnished in writing to the Trustee by the Company. 
 Section 1.06 Notice to Holders; Waiver.

 Where this Indenture provides for notice of any event to Holders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 Section 1.07 Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Wherever this Indenture refers to a provision of the Trust Indenture Act, such provision is
incorporated by reference in and made a part of this Indenture. 
 The following Trust Indenture Act terms used in this Indenture have the
following meanings: 
 “commission” means the United States Securities and Exchange Commission; 
 “indenture securities” means the Securities; 
 “indenture security holder” means a Holder; 
 “indenture to be qualified” means this
Indenture; 
  

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 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor on the indenture securities” means the Company and any other obligor on the Securities. 
 All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act referenced to
another statute or defined by any Commission rule and not otherwise defined herein have the meanings defined to them thereby. 
 Section 1.08 Effect
of Headings and Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof. 
 Section 1.09 Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.10 Separability Clause. 
 In case any
provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.11 Benefits of Indenture. 
 Nothing in
this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Indebtedness and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture. 
 Section 1.12 Governing Law. 
 This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York. 
 Section 1.13 Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities, other than a provision of the Securities of any series which specifically states that such provision
shall apply in lieu of this Section) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the intervening period. 
 Section 1.14 Waiver of Jury Trial. 
 EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS
ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 
 Section 1.15 Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 Section 1.16 USA Patriot Act. 
 The
parties hereto acknowledge that in accordance with Section 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 all such information as it may reasonably
request in order to satisfy the requirements or its obligations under such act. 
  

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 ARTICLE II 
 SECURITY FORMS 
 Section 2.01 Forms Generally. 
 The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
to an Establishment Action or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to an Establishment Action, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of such Securities. 
 Section 2.02 Form of Face of Security.

 [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
 [Insert Global Security legend if required.] 
 ALLEGHENY ENERGY, INC. 
  
  
  

			
	No.                     	  	$            
		  	CUSIP No:__________

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

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 [If the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of
        % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall
be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of         % per annum, which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 
 Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in
                                        
, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert —; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register] [if applicable, insert —; provided , however, that any such payment in
respect of a Global Security shall be made in same-day funds to the applicable Depositary]. 
 Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
 Dated: 
  

			
	ALLEGHENY ENERGY, INC.
		
	By:	 	 
	Name:
	Title:


 Attest: 
 [Insert Trustee’s certificate of authentication.] 
 Section 2.03 Form of Reverse of Security. 
 This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
                     , 20     (herein called the “Indenture”), between the Company and Wells Fargo
Bank, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to $             ].

 [If applicable, insert legend regarding conversion procedures.] 
  

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 [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 20 nor more than 60 days’ notice by mail, [if applicable, insert — (1) on                  in any year commencing with
the year and ending with the year                              through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after
                    , 20     ], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before
                                ,
        %, and if redeemed] during the 12-month period beginning
                                 of the years indicated, 
  

			
	 Year
	  	Redemption Price
		  	
		  	
		  	

 and thereafter at a Redemption Price equal to         % of
the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments Stated
Maturity of which is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture. 
 [If applicable, insert — The Securities of this series are subject to redemption upon not less than
20 nor more than 60 days’ notice by mail, (1) on                          in any year commencing
with the year                  and ending with the year
                 through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after
                ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                         of the years indicated, 
  

					
	 Year
	  	Redemption Price For
Redemption Through
Operation of the Sinking Fund	  	Redemption Price For Redemption
Otherwise Than Through
Operation of the Sinking Fund
		  		  	
		  		  	
		  		  	

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

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

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 
 The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take
action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. 
  

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 [If applicable, insert — The Indenture contains provisions for defeasance at any time of [(1)
the entire indebtedness of this Security or (2)] certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] 
 [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 
 [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of
this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and overdue interest, all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall
terminate.] 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities of each series to be affected at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders of a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 Subject to the rights of holders of Senior Indebtedness, as set forth in the Indenture, no other reference herein to the Indenture and no other provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Company in any Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  

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 No service charge shall be made for any such registration of transfer or exchange, but the Company or the
Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 Section 2.04 Form of Legend for Global Securities. 
 Unless otherwise specified as contemplated by Section 3.01
for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be transferred to, or registered
or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture. Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances. 
 Section 2.05 Form of Trustee’s Certificate of Authentication. 
 The Trustee’s
certificates of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture. 
  

			
	 WELLS FARGO BANK, N.A., 
     as Trustee

		
	By:	 	 
	Name:
		 	    Authorized Signatory
	
	Dated:


 ARTICLE III 
 THE SECURITIES 
 Section 3.01 Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. There shall be established in or pursuant to an Establishment Action and, subject to
Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 
 (1) the title of the Securities of the series, including CUSIP Numbers (which shall distinguish the Securities of the series from Securities of any
other series); 
  

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 (2) any limit upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06
or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); 
 (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest; 
 (4) the date or dates on which the principal of the Securities of the series is payable; 
 (5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; 
 (6) the place or places where the principal of and any premium and interest on Securities of the series shall be payable; 
 (7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;

 (8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation; 
 (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities
of the series shall be issuable; 
 (10) the currency, currencies or currency units in which payment of the principal of and any premium
and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the
definition of “Outstanding” in Section 1.01; 
 (11) if the amount of payments of principal of or any premium or interest
on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; 
 (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the
Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within
which and the terms and conditions upon which such election is to be made; 
 (13) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 
 (14) if applicable, that the provisions of Article IV shall not apply to the Securities of the series; 
 (15) if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or
exchangeable for any other securities pursuant to Section 3.01(17) shall be subject to Defeasance pursuant to Section 13.02; 
 (16) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global
Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for
such Global Security or a nominee thereof and in which any such transfer may be registered; 
  

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 (17) the terms and conditions, if any, pursuant to which the Securities are convertible into or
exchangeable for any other securities; 
 (18) any addition to or change in the covenants set forth in Article X which applies to
Securities of the series; and 
 (19) any other terms of the series, which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 9.01(5). 
 All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to an Establishment Action referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above
or in any such indenture supplemental hereto. 
 If any of the terms of the series are established by action taken pursuant to an
Establishment Action, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms of the series. 
 Subject to any limitation imposed in accordance with paragraph (2) above, the Company may, from time
to time, by an Establishment Action and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities
(“Add-On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add-On Securities: 
 (i) may have a different issue date from such series of Outstanding Securities; 
 (ii) may have a
different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and 
 (iii) may have terms specified in such Establishment Action for such Add-On Securities making appropriate adjustments to this Article III applicable to such Add-On Securities in order to conform to and
ensure compliance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (or other applicable securities laws), which are not adverse in any material respect to the Holder of any
Outstanding Securities (other than such Add-On Securities) and which shall not affect the rights or duties of the Trustee. 
 Section 3.02
Denominations. 
 The Securities of each series shall be issuable only in registered form without coupons in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral
multiple thereof. 
 Section 3.03 Execution, Authentication, Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President, one of its Vice Presidents or its Treasurer, and
attested by its Secretary or one of its Assistant Secretaries or by its Chief Financial Officer. The signature of any of these officers on the Securities may be manual or facsimile. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or
more Establishment Actions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: 
 (1) if the form of such
Securities has been established by an Establishment Action as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; 
  

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 (2) if the terms of such Securities have been established by an Establishment Action as permitted by
Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and 
 (3) that such
Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of
authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 
 Each Security shall be dated the date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
 Section 3.04 Temporary Securities. 
 Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

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

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 Section 3.05 Registration, Registration of Transfer and Exchange. 
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
 Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and
tenor. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued upon any
registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or
exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his or her attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or Security Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer. 
 The Company shall not be required (1) to issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such
mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in
the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless: (1) such Depositary (a) notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security and the Company does not appoint a successor Depositary within 90 days after receiving such notice or (b) has ceased to be a clearing agency registered under the Exchange Act and the Company does not
appoint a successor Depositary within 90 days after becoming aware that the Depositary has ceased to be registered as a clearing agency; (2) the Company executes and delivers to the Trustee a Company Order that such Global Security shall
be so transferable, registrable and exchangeable, and such transfers shall be registrable; (3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such Global Security; or (4) there
shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding
sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no
transfer thereof other than such a transfer may be registered. 
 Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security. 
  

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 Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. 
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. 
 If there
shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses, including the fees and expenses of the Trustee, connected therewith. 
 Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series
duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude, to the extent lawful, all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 Section 3.07 Payment of Interest; Interest
Rights Preserved. 
 Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest
on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or (2) below. 
 (1) The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at his or her address as it 

  

 19 








 
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Company may make payment of any
Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security. 
 Section 3.08 Persons Deemed Owners. 
 Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 Owners of beneficial interests in the Securities evidenced by a Global Security will not be entitled to any rights under this Indenture with respect to
such Global Security, and the Depositary or its nominee may be treated by the Company and the Trustee and any agent of the Company or the Trustee, as the owner and Holder of such Global Security for all purposes whatsoever. None of the Company, the
Trustee or any other agent of the Company or of the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. None of the Company, the Trustee, any agent of the Company or of the Trustee shall have any responsibility or liability to any Person for any acts or omissions of
the Depositary or its nominee in respect of a Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any transactions between such Depositary
and any participant or indirect participant in such Depositary or between or among such Depositary, any participant or indirect participant in such Depositary and/or any Holder or owner of a beneficial interest in such Global Security, or for any
transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent from giving effect to any written certification, proxy or other authorization furnished
by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as Holder of any
Global Security. 
 Section 3.09 Cancellation. 
 All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in its customary manner. 
  

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 Section 3.10 Computation of Interest. 
 Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months. 
 Section 3.11 CUSIP Numbers. 
 The Company in issuing the Securities may use “CUSIP”, “ISIN” and other similar numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP”, “ISIN” and other similar numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any changes in the “CUSIP”, “ISIN” and other similar numbers. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 Section 4.01 Satisfaction and Discharge of Indenture. 
 Unless otherwise specified with respect to a series of Securities in accordance with Section 3.01, this Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of conversion, registration
of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 
 (1) either 
 (A) all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will
become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.06, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 4.02 shall survive such satisfaction and discharge. 
 Section 4.02
Application of Trust Money. 
 All money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal and any premium and interest the payment for which such money has been deposited with the Trustee. 
  

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 ARTICLE V 
 REMEDIES 
 Section 5.01 Events of Default. 
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be occasioned by the provisions of Article XIV or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body): 
 (1) default in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period of 30 days; 
 (2) default in the payment of the
principal of (or premium, if any, on) any Security of that series at its Maturity; 
 (3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that series, and continuance of such default for a period of 30 days; 
 (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture, other than a covenant or warranty a default in the performance of which or a breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series, and continuance of such default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of a majority in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; 
 (5) the entry by a court
having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Bankruptcy Law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; 
 (6) the commencement by the Company of a voluntary case or
proceeding under any applicable Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part
of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of
any such action (an event of default specified in clause (5) or (6), a “Bankruptcy Default”); or 
 (7) any other Event
of Default provided with respect to Securities of that series. 
 Section 5.02 Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default, other than a Bankruptcy Default, with respect to Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of a majority in principal 

  

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amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. 
 At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: 
 (A) all overdue interest on all Securities of that series, 
 (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the extent
that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 
 No such rescission
shall affect any subsequent default or impair any right consequent thereon. 
 If a Bankruptcy Default occurs, the principal of and accrued
but unpaid interest on all Securities then Outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 Section 5.03 Collection and Suits for Enforcement by Trustee. 
 The Company covenants that if
(i) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (ii) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and
interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 Section 5.04 Trustee
May File Proofs of Claim. 
 In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its
property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders 

  

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and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 6.06. 
 No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a
creditors’ or other similar committee. 
 Section 5.05 Trustee May Enforce Claims Without Possession of Securities. 
 All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
 Section 5.06 Application of Money Collected. 
 Subject to Article XIV, any money collected by the Trustee pursuant to this Article, and any money or other property distributable in respect of the Company’s obligations under this Indenture after an Event of Default, shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the Trustee (including any predecessor
Trustee) under Section 6.06; 
 SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest
on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and
interest, respectively; and 
 THIRD: To the Company. 
 Section 5.07 Limitation on Suits. 
 No Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the Holders of a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have
offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
  


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 (5) no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
 Section 5.08 Unconditional Right of
Holders to Receive Principal, Premium and Interest. 
 Notwithstanding any other provision in this Indenture, but subject to Article XIV,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 Section 5.09 Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 5.10 Rights and Remedies Cumulative.

 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 Section 5.11 Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 5.12 Control by Holders. 
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture; 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and 
 (3) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceedings so directed would involve the Trustee in personal liability. 
  

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 Section 5.13 Waiver of Past Defaults. 
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default: 
 (1) in
the payment of the principal of or any premium or interest on any Security of such series, or 
 (2) in respect of a covenant or
provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 
 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 5.14 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, including reasonable attorney’s fees and expenses, in the manner
and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall apply to any suit instituted by the Trustee, to any suit instituted by any Holders of the Securities, or group of
Holders of the Securities, holding in the aggregate more than 10% of principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of the Outstanding Securities for the enforcement of the payment of principal
of or interest on, or the conversion of, any Outstanding Securities held by such Holder, on or after the respective due dates expressed in such Outstanding Securities; and provided, further, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. 
 Section 5.15 Waiver of Usury, Stay or Extension Laws. 
 The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE VI 
 THE TRUSTEE 
 The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed. 
 Section 6.01 Duties of Trustee. 
 (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his
or her own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants or
obligations shall be implied in or read into this Indenture. 
  

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 (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) This paragraph does not limit the effect of paragraph (b) or (d) of this Section 6.01. 
 (2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts. 
 (3) The Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12. 
 (d) No provision
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture. 
 (e) The Trustee shall not be liable for interest on, or for investment of, any assets received by it except as the Trustee may agree in writing with
the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. 
 Whether or
not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to the conditions of this Section 6.01. 
 Section 6.02 Rights of Trustee. 
 Subject to Section 6.01: 
 (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 
 (c) The Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers. 
 (e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the
Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation. 
 (f) The Trustee may consult with counsel of its
selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  

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 (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction. 
 (i) The Trustee shall not be deemed to have notice of any default or Event of Default 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. 
 (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which 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. 
 (k) Anything in this Indenture notwithstanding, in no
event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage
and regardless of the form of action. 
 (l) The Trustee shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder. 
 Section 6.03 Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Security Registrar may do the same with like rights. However, the Trustee must comply with Sections 6.08 and 6.11. 
 Section 6.04 Trustee’s Disclaimer. 
 The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities. The Trustee shall not be responsible for any statement contained herein or in the Securities, other than the Trustee’s certificate of
authentication, all of which statements shall be taken as the statements of the Company. The Trustee shall not be accountable for the Company’s use of the proceeds from the Securities, nor shall the Trustee be responsible for the use or
application of any funds received by a Paying Agent other than the Trustee. 
 Section 6.05 Notice of Default. 
 If an Event of Default with respect to Securities of any series occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the
Trustee shall mail to each Holder of Securities of such series notice of the uncured Event of Default within 90 days after such Event of Default occurs. Except in the case of an Event of Default in payment of principal (or premium, if any) of,
or interest on, any Security, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interest of the Holders of Securities of such series. 
 Section 6.06 Compensation and Indemnity. 
 The
Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of
the Trustee’s agents, accountants, experts and counsel. 
  

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 The Company shall indemnify each of the Trustee (in its capacity as Trustee) and any predecessor Trustee
and each of their respective officers, directors, employees, attorneys-in-fact and agents for, and hold it harmless against, any and all loss, liability, claim, damage, demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel), loss, charges (including taxes, other than taxes based upon the income of the Trustee) or liability incurred by them without gross negligence or bad faith on their part, arising
out of or in connection with the acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder (whether asserted by the Company, any Holder or any other Person) including the costs and expenses of enforcing this Section 6.06 against the Company. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek indemnity; provided, however, that the failure to so notify the Company shall not offset the Company’s indemnification obligations hereunder. The Company
shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its written consent which consent shall not be unreasonably withheld or delayed. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee
as determined by a court of competent jurisdiction to have been caused by its own gross negligence, bad faith or willful misconduct. 
 To
secure the Company’s payment obligations in this Section 6.06, the Trustee shall have a lien prior to the Securities on all assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal
and premium, if any, of or interest on particular Securities. 
 In addition to and without prejudice to its other rights hereunder, when the
Trustee incurs expenses or renders services after a Bankruptcy Default occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Company’s obligations under this Section 6.06 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Company’s obligations pursuant to Article IV of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law. 
 Section 6.07 Replacement of Trustee. 
 The Trustee may resign at any time with respect to the
Securities of one or more series by so notifying the Company in writing. The Holder or Holders of a majority in principal amount of the Securities of a series then Outstanding may remove the Trustee with respect to Securities of such series by so
notifying the Company and the Trustee in writing and may appoint a successor Trustee with respect to Securities of such series with the Company’s consent. The Company may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 6.08 after written request therefor by the Company; 
 (2) the Trustee fails to comply with Section 6.10; 
 (3) the Trustee is adjudged a bankrupt or insolvent; 
 (4) a receiver, custodian or other public
officer takes charge of the Trustee or its property; or 
 (5) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee, with respect to the Securities of one or more series, for any
reason, the Company shall promptly appoint a successor Trustee, with respect to Securities of that or those series. Within one year after the successor Trustee with respect to a series of Securities takes office, the Holder or Holders of a majority
in principal amount of the Securities of such series may appoint a successor Trustee with respect to such series to replace the successor Trustee appointed by the Company. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that and provided
that all sums owing to the retiring Trustee provided for in Section 6.06 have been paid, the retiring Trustee shall transfer all property held by it as Trustee with respect to such series of Securities to the successor Trustee, subject to the
lien provided in Section 6.06, the resignation or removal 

  

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of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee with respect to one or more series of Securities shall mail notice of its succession to each Holder of Securities of that or those series. 
 If a successor Trustee with respect to a series of Securities does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holder or Holders of at
least 10% in principal amount of the Securities of that series then Outstanding may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 
 If the Trustee fails to comply with Section 6.08 or 6.10, any Holder of Securities of a series may petition any court of competent jurisdiction for
the removal of the Trustee with respect to such series and the appointment of a successor Trustee with respect to such series. 
 Notwithstanding replacement of the Trustee pursuant to this Section 6.07, the Company’s obligations under Section 6.06 and the lien provided for therein shall continue for the benefit of the retiring Trustee. 
 Section 6.08 Conflicting Interest of Trustee. 
 If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series under this Indenture or any other indenture under which other securities or certificates of interest or participation in other securities of the Company are outstanding
if the requirements for such exclusion set forth in the Trust Indenture Act are met. 
 Section 6.09 Successor Trustee by Merger, Etc.

 If the Trustee consolidates with, merges or converts with or into, or transfers all or substantially all of its corporate trust business
to, another Person, the resulting, surviving or transferee Person without any further act shall, if such resulting, surviving or transferee Person is otherwise eligible hereunder, be the successor Trustee. 
 Section 6.10 Eligibility of Trustee. 
 The
Trustee shall at all times satisfy the requirements of Sections 310(a)(1) and 310(a)(5) of the Trust Indenture Act. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition. 
 Section 6.11 Preferential Collection of Claims against Company. 
 The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act
Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated. 
 ARTICLE VII 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. 
 The Company will furnish or cause to be furnished to the Trustee: 
 (1) semi-annually, not more than
15 days after each Regular Record Date, a list for each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the Regular Record Date, as the case
may be; and 
  

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 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt
by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
 Section 7.02
Preservation of Information; Communications to Holders. 
 The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
 The rights of
Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
 Section 7.03 Reports by Trustee. 
 Within 60 days after each February 15 beginning
with the February 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such February 15 that complies with Section 313(a) of the Trust Indenture Act if such report is required by
such Section 313(a). The Trustee also shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act. 
 The Company shall
promptly notify the Trustee in writing if the Securities of any series become listed on any stock exchange or automatic quotation system. 
 A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the Commission and each stock exchange, if any, on which the Securities are listed. 
 Section 7.04 Reports by Company. 
 The Company
shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
All information, documents and reports described in this Section 7.04 and filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or any successor system shall be deemed to be filed with the Trustee
as of the time they are filed via such system. 
 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 8.01 When Company May
Merge, Etc. 
 The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with
or into any other Person, or, directly or indirectly, sell or convey all or substantially all of its properties and assets to another Person or group of affiliated Persons, unless: 
  

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 (1) the Company shall be the continuing Person, or the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are sold or conveyed (the Company or such other Person being hereinafter referred to as the “Surviving
Person”), shall be organized and validly existing under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; 
 (2) immediately after
giving effect to such transaction and the assumption of the obligations as set forth in clause (1) above, no Event of Default shall have occurred and be continuing; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
assignment or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. 
 Section 8.02 Successor Substituted. 
 Upon any
consolidation or merger, or any transfer of assets in accordance with Section 8.01, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect
as if such Surviving Person had been named as the Company herein. When a Surviving Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the predecessor shall be relieved of the performance and
observance of all obligations and covenants of this Indenture and the Securities, including, but not limited to, the obligation to make payment of the principal of and interest, if any, on all the Securities then Outstanding, and the Company may
thereupon or any time thereafter be liquidated and dissolved. 
 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 9.01 Supplemental Indentures Without Consent of
Holders. 
 Without the consent of any Holders, the Company, when authorized by an Establishment Action, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another Person to the Company pursuant to Article VIII and the assumption by any such successor of the covenants of the Company herein and in the Securities; 
 (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; 
 (3) to add any additional Events of Default; 
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; 
 (5) to add to, change or eliminate
any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security
Outstanding; 
 (6) to secure the Securities pursuant to the requirements of Article X or otherwise; 
 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; 
  

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 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.07; 
 (9) subject to Section 9.07, to add to, change or eliminate any of the provisions of Article
XIV or change the definition of Senior Indebtedness in respect on one or more series of Securities, including Outstanding Securities; 
 (10) to cure any ambiguity, or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; or 
 (11) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (11) shall not adversely affect the interests of
the Holders of Securities of any series. 
 Section 9.02 Supplemental Indentures with Consent of Holders. 
 With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 
 (1) change the
Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency
in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or adversely affect any rights of the Holders of Securities to require the Company to repay or repurchase the Securities, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to
the Holders; 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture; 
 (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.07 and 9.01(8);

 (4) change any obligation of the Company to maintain an office or agency; 
 (5) change any obligation of the Company to pay additional amounts; or 
 (6) reduce or postpone any sinking fund or similar provision. 
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  

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 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Section 9.03 Execution of
Supplemental Indentures. 
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.04 Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby. 
 Section 9.05 Conformity with Trust Indenture Act. 
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
 Section 9.06 Reference in Securities to Supplemental Indentures. 
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
 Section 9.07 Subordination Unimpaired. 
 No provision in any supplemental indenture that adversely affects the rights
of holders of Senior Indebtedness under this Indenture shall be effective against holders of Senior Indebtedness unless consented to by such holders. 
 ARTICLE X 
 COVENANTS 
 Section 10.01 Payment of Securities. 
 The Company covenants and agrees for the benefit of each
series of Securities that it will pay the principal of and interest on the Securities of that series on the dates and in the manner provided in the Securities of that series and this Indenture. An installment of principal, premium, if any, or
interest on the Securities shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) holds for the benefit of the Holders, on that date, immediately available funds
deposited and designated for and sufficient to pay the installment. The Company shall pay interest on overdue principal and on overdue installments of interest at the rate specified in the Securities compounded semi-annually, to the extent lawful.

 Section 10.02 Maintenance of Office or Agency. 
 The Company shall maintain in the Place of Payment for any series of Securities, an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and, in the case of any series of Securities 

  

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that is convertible or exchangeable for any other securities pursuant to Section 3.01(17), where Securities can be surrendered for conversion or
exchange. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office. 
 The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Corporate Trust Office
of the Trustee as such office of the Company. 
 Section 10.03 Money for Securities Payments to Be Held in Trust. 
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action or failure so to
act. 
 The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
 The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

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 Section 10.04 Compliance Certificate; Notice of Default. 
 The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers’ Certificate (one of the signatories of
which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the Trust Indenture Act and stating that a review of its activities during the
preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of
grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each such officer signing such certificate, whether or not the signer knows of any failure by the Company to
comply with any conditions or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers’ Certificate shall also notify the Trustee should
the relevant fiscal year end on any date other than the current fiscal year end date. 
 So long as any of the Securities are Outstanding,
the Company will deliver to the Trustee, forthwith upon becoming aware of any Event of Default or any event, act or condition that, after notice or the passage of time or both, would be an Event of Default, an Officers’ Certificate specifying
such Event of Default or any event, act or condition that, after notice or the passage of time or both, would be an Event of Default, and what action the Company is taking or proposes to take with respect thereto. 
 Section 10.05 Corporate Existence. 
 Subject to
Article VIII, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance with its organizational documents. 
 Section 10.06 Waiver of Certain Covenants. 
 Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition
set forth in any covenant pursuant to Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such series, if the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent expressly waived
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 ARTICLE XI 
 REDEMPTION OF SECURITIES

 Section 11.01 Applicability of Article. 
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of
any series) in accordance with this Article. 
 Section 11.02 Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by an Establishment Action. In case of any redemption at the election of the
Company of all or less than all the Securities of any series, the Company shall, at least 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of
such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
  

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 Section 11.03 Selection by Trustee of Securities to Be Redeemed. 
 If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

 If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection. 
 The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed. 
 Section 11.04 Notice of Redemption. 
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 20 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his or her address appearing in the Security Register. 
 All notices of redemption
shall state: 
 (1) the Redemption Date; 
 (2) the Redemption Price; 
 (3) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed; 
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

 (5) the place or places where such Securities are to be surrendered for payment of the Redemption Price; 
 (6) that the redemption is for a sinking fund, if such is the case; and 
 (7) applicable CUSIP, ISIN or other similar numbers. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall
be irrevocable. 
 Section 11.05 Deposit of Redemption Price. 
 On or before the Redemption Date specified in the notice of redemption given as provided in Section 11.04, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) prior to 10:00 a.m., New York City time, an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be redeemed on that date, other than any Securities called for redemption on that date which have been converted prior to the date of such deposit. 
  

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 If any Security called for redemption is converted, any money deposited with the Trustee or with any
Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07) be
paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 
 Section 11.06 Securities Payable on
Redemption Date. 
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular Record Date according to their terms and the provisions of Section 3.07. 
 If any
Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 11.07 Securities Redeemed in Part. 
 Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

 ARTICLE XII 
 SINKING
FUNDS 
 Section 12.01 Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series.

 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series. 
 Section 12.02 Satisfaction of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. 
  

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 Section 12.03 Redemption of Securities for Sinking Fund. 
 Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 
 ARTICLE XIII 
 DEFEASANCE AND
COVENANT DEFEASANCE 
 Section 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance. 
 The Company may elect, at its option at any time, to have either Section 13.02 or Section 13.03 applied to the Outstanding Securities of
any series designated pursuant to Section 3.01 as being defeasible pursuant to this Article XIII (hereinafter called a “Defeasible Series”), upon compliance with the conditions set forth below in this Article XIII;
provided, however, that Section 13.02 shall not apply to any series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(17). Any such election shall be evidenced by an
Establishment Action or in another manner specified as contemplated by Section 3.01 for such Securities. 
 Section 13.02 Defeasance and
Discharge. 
 Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.02 applied to
the Outstanding Securities of any Defeasible Series and subject to Section 13.01, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series as provided in this Section on
and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such series to receive, solely
from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the
Company’s obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII.
Subject to compliance with this Article XIII, the Company may exercise its option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise
of its option provided in Section 13.01 to have Section 13.03 applied to the Outstanding Securities of such series. 
 Section 13.03
Covenant Defeasance. 
 Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.03
applied to the Outstanding Securities of any Defeasible Series, (1) the Company shall be released from its obligations under Section 8.01 and any covenants provided pursuant to Section 3.01(18) or 9.01(2) for the benefit of the
Holders of such Securities, and (2) the occurrence of any event specified in Sections 5.01(3) and 5.01(4) (with respect to Section 8.01 and any such covenants provided pursuant to Section 3.01(18) or 9.01(2)) shall be deemed not
to be or 

  

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result in an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of
any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby. 
 Section 13.04 Conditions to Defeasance or Covenant Defeasance. 
 The following shall be the conditions to application of either Section 13.02 or Section 13.03 to the Outstanding Securities of any Defeasible Series: 
 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements
contemplated by Section 6.10 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the
Securities of such series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligation” means any security that is (i) a direct
obligation of the United States of America for the payment of which full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof. 
 (2) In the case of an election under Section 13.02, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date first set forth hereinabove, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of
the deposit, Defeasance and discharge to be effected with respect to the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur. 
 (3) In the case of an election under Section 13.03, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 
 (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that the Securities of such series, if then listed
on any securities exchange, will not be delisted as a result of such deposit. 
 (5) No Event of Default or event that (after notice or
lapse of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Bankruptcy Default, at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 90th day). 
 (6) Such Defeasance or Covenant Defeasance
shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 
  

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 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. 
 (8) The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 (9) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder. 
 Section 13.05 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 
 All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are
referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such
series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to
become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. 
 Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

 Section 13.06 Reinstatement. 
 If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII with respect to the Securities of any series by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to
Securities of such series until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect to Securities of such series in accordance with this Article XIII;
provided, however, that if the Company makes any payment of principal of or any premium or interest on any Security of such series following the reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of Securities of such series to receive such payment from the money so held in trust. 
 ARTICLE XIV 
 SUBORDINATION OF SECURITIES 
 Section 14.01
Securities Subordinate to Senior Indebtedness. 
 The Company covenants and agrees, and each Holder of a Security, by his or her
acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest on
each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. 
  

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 Section 14.02 Payment Over of Proceeds Upon Dissolution, Etc. 
 In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment
in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Securities are entitled to receive any payment on account
of principal of (or premium, if any) or interest on the Securities, and to that end holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in
cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. 
 In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment
or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after
giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 
 For purposes of this Article only,
the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all Senior Indebtedness, which may at the time be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this
Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to
another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII. 
 Section 14.03 Prior Payment to
Senior Indebtedness Upon Acceleration of Securities. 
 In the event that any Securities are declared due and payable before their Stated
Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of such Senior
Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Securities are entitled to receive any payment by the Company on account of the principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of the Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by
delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default. 
 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
  

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 The provisions of this Section shall not apply to any payment with respect to which Section 14.02
would be applicable. 
 Section 14.04 No Payment When Senior Indebtedness in Default. 
 In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond
any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or
annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of the Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by
delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default. 
 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
 The provisions of this Section shall not apply to any payment with respect to which Section 14.02 would be applicable. 
 Section 14.05 Payment Permitted If No Default. 
 Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment
for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 14.02 or under the conditions described in Section 14.03 or 14.04, from making payments at any time of principal of (and
premium, if any) or interest on the Securities. 
 Section 14.06 Subrogation to Rights of Holders of Senior Indebtedness. 
 Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all
Indebtedness of the Company which by its express terms is subordinated to Indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of
such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. 
 Section 14.07 Provisions Solely
to Define Relative Rights. 
 The provisions of this Article are and are intended solely for the purpose of defining the relative rights
of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall: (a) impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; (b) affect the relative rights against the 

  

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Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder. 
 Section 14.08 Trustee to Effectuate Subordination. 
 Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all such purposes. 
 Section 14.09 No Waiver of Subordination Provisions. 
 No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of
the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise
amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 

Section 14.10 Notice to Trustee. 
 The
Company shall give prompt written notice to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee of any fact known to the Company which would prohibit the making of any payment or distribution to or by the Trustee in
respect of the Securities. Notwithstanding the provisions of this Article, including but not limited to Sections 14.02, 14.03 and 14.04 hereof, 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 or distribution to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the
Trustee written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any
cash, property or securities may become payable or distributable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such cash, property or securities and to apply the same to the purpose for which such cash, property or securities 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 6.01,
the Trustee shall be entitled to 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 therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). 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, 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 

  

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other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment or
distribution to such Person pending judicial determination as to the right of such Person to receive such payment or distribution. 
 Section 14.11
Reliance on Judicial Order or Certificate of Liquidating Agent. 
 Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee and the Holders of the Securities shall be entitled to 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, receiver, liquidating trustee, custodian, 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 the 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. 
 Section 14.12 Trustee Not Fiduciary for Holders of Senior Indebtedness. 
 With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. 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 it shall 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 or otherwise. 
 Section 14.13 Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. 
 The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 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 of any of its rights as such holder. 
 Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 5.06 and 6.06. 
 Section 14.14 Article Applicable to Paying Agents. 
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided,
however, that Sections 14.10, 14.12 and 14.13 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent. 
 Section 14.15 Certain Conversions Deemed Payment. 
 For the purposes of this Article only, the
payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term
“junior securities” means (a) shares of any stock of any class of the Company and (b) securities of the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. 
  


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 Section 14.16 Trust Moneys Not Subordinated. 
 Notwithstanding anything contained herein to the contrary, payments from moneys or the proceeds of U.S. Government Obligations held in trust under
Article XIII by the Trustee for the payment of principal of, premium, if any, and interest on the Securities from the date of deposit (if made in compliance with this Indenture) shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restraints set forth in this Article, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.

 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. 
 (signature page follows) 
  

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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. 
  

			
	ALLEGHENY ENERGY, INC.
		
	By:	 	 
	Name:
	Title:
	
	 WELLS FARGO BANK, N.A., 
     as Trustee

		
	By:	 	 
	Name:
	Title:


  

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