EX-4.13



 Exhibit 4.13 
 ALPHA NATURAL RESOURCES, INC. 
  

 
 SUBORDINATED
INDENTURE 
 Dated as of [            ], 20[    ]

 Union Bank, N.A. 
 Trustee 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 ARTICLE 1
	 	 DEFINITIONS
	  			
			
	 Section 1.01.
	 	 Certain Terms Defined
	  	 	1	  
	 Section 1.02.
	 	 Other Definitions
	  	 	7	  
			
	 ARTICLE 2
	 	 SECURITY FORMS
	  			
			
	 Section 2.01.
	 	 Forms Generally
	  	 	7	  
	 Section 2.02.
	 	 Guarantees by Guarantor; Form of Guarantee; Release of Guarantee
	  	 	7	  
	 Section 2.03.
	 	 Form of Trustee’s Certificate of Authentication
	  	 	10	  
			
	 ARTICLE 3
	 	 ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES
	  			
			
	 Section 3.01.
	 	 Amount Unlimited; Issuable in Series
	  	 	10	  
	 Section 3.02.
	 	 Authentication and Delivery of Securities
	  	 	13	  
	 Section 3.03.
	 	 Execution of Securities
	  	 	13	  
	 Section 3.04.
	 	 Certificate of Authentication
	  	 	14	  
	 Section 3.05.
	 	 Denomination and Date of Securities; Payments of Interest
	  	 	14	  
	 Section 3.06.
	 	 Global Security Legend
	  	 	15	  
	 Section 3.07.
	 	 Registration, Transfer and Exchange
	  	 	15	  
	 Section 3.08.
	 	 Book-Entry Provisions for Global Securities
	  	 	17	  
	 Section 3.09.
	 	 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	  	 	18	  
	 Section 3.10.
	 	 Cancellation of Securities
	  	 	19	  
	 Section 3.11.
	 	 Temporary Securities
	  	 	19	  
	 Section 3.12.
	 	 CUSIP and ISIN Numbers
	  	 	20	  
			
	 ARTICLE 4
	 	 CERTAIN COVENANTS
	  			
			
	 Section 4.01.
	 	 Payment of Principal, Premium and Interest on Securities
	  	 	20	  
	 Section 4.02.
	 	 Maintenance of Office or Agency
	  	 	20	  
	 Section 4.03.
	 	 Money for Securities Payments to be Held in Trust
	  	 	21	  
	 Section 4.04.
	 	 Existence
	  	 	22	  
	 Section 4.05.
	 	 Statement by Officers as to Default
	  	 	22	  
	 Section 4.06.
	 	 Waiver of Certain Covenants
	  	 	22	  
			
	 ARTICLE 5
	 	 REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT
	  			
			
	 Section 5.01.
	 	 Events of Default
	  	 	23	  
	 Section 5.02.
	 	 Acceleration
	  	 	24	  
	 Section 5.03.
	 	 Other Remedies
	  	 	25	  
	 Section 5.04.
	 	 Waiver of Past Defaults
	  	 	25	  
	 Section 5.05.
	 	 Control by Majority
	  	 	25	  
	 Section 5.06.
	 	 Limitation on Suits
	  	 	26	  
	 Section 5.07.
	 	 Rights of Holders to Receive Payment
	  	 	26	  
	 Section 5.08.
	 	 Collection Suit by Trustee
	  	 	26	  


  
 i 








 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
			
	 Section 5.09.
	 	 Trustee May File Proofs of Claim
	  	 	27	  
	 Section 5.10.
	 	 Priorities
	  	 	27	  
	 Section 5.11.
	 	 Undertaking for Costs
	  	 	27	  
	 Section 5.12.
	 	 Restoration of Rights and Remedies
	  	 	28	  
	 Section 5.13.
	 	 Rights and Remedies Cumulative
	  	 	28	  
	 Section 5.14.
	 	 Delay or Omission Not Waiver
	  	 	28	  
			
	 ARTICLE 6
	 	 THE TRUSTEE
	  			
			
	 Section 6.01.
	 	 Duties and Responsibilities of the Trustee; During Default; Prior to Default
	  	 	28	  
	 Section 6.02.
	 	 Certain Rights of the Trustee
	  	 	29	  
	 Section 6.03.
	 	 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
	  	 	31	  
	 Section 6.04.
	 	 Trustee and Agents May Hold Securities; Collections, Etc
	  	 	31	  
	 Section 6.05.
	 	 Moneys Held by Trustee
	  	 	31	  
	 Section 6.06.
	 	 Notice of Default
	  	 	32	  
	 Section 6.07.
	 	 Compensation and Indemnification of Trustee and Its Prior Claim
	  	 	32	  
	 Section 6.08.
	 	 Right of Trustee to Rely on Officers’ Certificate, Etc
	  	 	33	  
	 Section 6.09.
	 	 Persons Eligible for Appointment as Trustee
	  	 	33	  
	 Section 6.10.
	 	 Resignation and Removal; Appointment of Successor Trustee
	  	 	33	  
	 Section 6.11.
	 	 Acceptance of Appointment by Successor
	  	 	35	  
	 Section 6.12.
	 	 Merger, Conversion, Consolidation or Succession to Business of Trustee
	  	 	36	  
	 Section 6.13.
	 	 Preferential Collection of Claims
	  	 	36	  
	 Section 6.14.
	 	 Communications with the Trustee
	  	 	36	  
	 Section 6.15.
	 	 Conflict of Interest
	  	 	37	  
	 Section 6.16.
	 	 Paying Agent/Registrar
	  	 	37	  
			
	 ARTICLE 7
	 	 CONCERNING THE HOLDERS
	  			
			
	 Section 7.01.
	 	 Evidence of Action Taken by Holders
	  	 	37	  
	 Section 7.02.
	 	 Proof of Execution of Instruments and of Holding of Securities; Record Date
	  	 	37	  
	 Section 7.03.
	 	 Who May Be Deemed Owners of Securities
	  	 	38	  
	 Section 7.04.
	 	 Securities Owned by Company Deemed Not Outstanding
	  	 	38	  
	 Section 7.05.
	 	 Record Date for Action by Securityholders
	  	 	38	  
	 Section 7.06.
	 	 Right of Revocation of Action Taken
	  	 	39	  
			
	 ARTICLE 8
	 	 SECURITYHOLDERS’ MEETINGS
	  			
			
	 Section 8.01.
	 	 Purposes for Which Meeting May Be Called
	  	 	39	  
	 Section 8.02.
	 	 Manner of Calling Meetings; Record Date
	  	 	40	  
	 Section 8.03.
	 	 Call of Meeting by Company or Securityholders
	  	 	40	  
	 Section 8.04.
	 	 Who May Attend and Vote at Meeting
	  	 	40	  


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
			
	 Section 8.05.
	 	 Regulations
	  	 	41	  
	 Section 8.06.
	 	 Manner of Voting at Meetings and Record to be Kept
	  	 	41	  
	 Section 8.07.
	 	 Exercise of Rights of Trustee and Securityholders Not to be Hindered or Delayed
	  	 	42	  
			
	 ARTICLE 9
	 	 SUPPLEMENTAL INDENTURES
	  			
			
	 Section 9.01.
	 	 Supplemental Indentures Without Consent of Holders
	  	 	42	  
	 Section 9.02.
	 	 With Consent of Holders
	  	 	43	  
	 Section 9.03.
	 	 Effect of Supplemental Indenture
	  	 	45	  
	 Section 9.04.
	 	 Documents to Be Given to Trustee; Compliance with TIA
	  	 	45	  
	 Section 9.05.
	 	 Notation on Securities in Respect of Supplemental Indentures
	  	 	45	  
			
	 ARTICLE 10
	 	 CONSOLIDATION, MERGER OR SALE OF ASSETS
	  			
			
	 Section 10.01.
	 	 When the Company May Merge, Etc
	  	 	45	  
	 Section 10.02.
	 	 Successor Person Substituted
	  	 	46	  
	 Section 10.03.
	 	 Opinion of Counsel to Trustee
	  	 	46	  
			
	 ARTICLE 11
	 	 REDEMPTION OF SECURITIES
	  			
			
	 Section 11.01.
	 	 Applicability of Article
	  	 	47	  
	 Section 11.02.
	 	 Notice of Redemption; Partial Redemptions
	  	 	47	  
	 Section 11.03.
	 	 Payment of Securities Called for Redemption
	  	 	48	  
			
	 ARTICLE 12
	 	 SUBORDINATION
	  			
			
	 Section 12.01.
	 	 Agreement to Subordinate
	  	 	48	  
	 Section 12.02.
	 	 Liquidation; Dissolution; Bankruptcy
	  	 	49	  
	 Section 12.03.
	 	 Default on Designated Senior Debt
	  	 	49	  
	 Section 12.04.
	 	 Acceleration of Securities
	  	 	50	  
	 Section 12.05.
	 	 When Distribution Must Be Paid Over
	  	 	50	  
	 Section 12.06.
	 	 Subrogation
	  	 	50	  
	 Section 12.07.
	 	 Relative Rights
	  	 	50	  
	 Section 12.08.
	 	 Subordination May Not Be Impaired by the Company
	  	 	51	  
	 Section 12.09.
	 	 Distribution or Notice to Representative
	  	 	51	  
	 Section 12.10.
	 	 Rights of Trustee and Paying Agent
	  	 	51	  
	 Section 12.11.
	 	 Trustee Entitled To Rely
	  	 	51	  
	 Section 12.12.
	 	 Authorization to Effect Subordination
	  	 	52	  
	 Section 12.13.
	 	 Trust Moneys Not Subordinated
	  	 	52	  
	 Section 12.14.
	 	 Trustee Not Fiduciary for Holders of Senior Debt
	  	 	52	  
	 Section 12.15.
	 	 Reliance by Holders of Senior Debt on Subordination Provisions
	  	 	52	  
			
	 ARTICLE 13
	 	 DEFEASANCE AND COVENANT DEFEASANCE
	  			
			
	 Section 13.01.
	 	 Applicability of the Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	53	  
	 Section 13.02.
	 	 Legal Defeasance and Discharge
	  	 	53	  


  
 iii









 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
			
	 Section 13.03.
	 	 Covenant Defeasance
	  	 	53	  
	 Section 13.04.
	 	 Conditions to Legal or Covenant Defeasance
	  	 	54	  
	 Section 13.05.
	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	 	55	  
	 Section 13.06.
	 	 Repayment to the Company or Guarantor
	  	 	56	  
	 Section 13.07.
	 	 Reinstatement
	  	 	56	  
			
	 ARTICLE 14
	 	 SATISFACTION AND DISCHARGE
	  			
			
	 Section 14.01.
	 	 Satisfaction and Discharge of Indenture
	  	 	57	  
	 Section 14.02.
	 	 Application of Trust Money
	  	 	58	  
			
	 ARTICLE 15
	 	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS
	  			
			
	 Section 15.01.
	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	58	  
	 Section 15.02.
	 	 Preservation of Information; Communications to Holders
	  	 	58	  
	 Section 15.03.
	 	 Reports by the Trustee
	  	 	59	  
	 Section 15.04.
	 	 Reports by the Company and Guarantors
	  	 	60	  
			
	 ARTICLE 16
	 	 MISCELLANEOUS PROVISIONS
	  			
			
	 Section 16.01.
	 	 Incorporators, Stockholders, Members, Partners, Officers, Managers and Directors of Company or any Guarantor Exempt from
Individual Liability
	  	 	60	  
	 Section 16.02.
	 	 Provisions of Indenture for the Sole Benefit of Parties and Holders
	  	 	60	  
	 Section 16.03.
	 	 Successors and Assigns of Company or Guarantor Bound by Indenture
	  	 	61	  
	 Section 16.04.
	 	 Notices, Etc., to Trustee, the Company and Guarantors
	  	 	61	  
	 Section 16.05.
	 	 Notices to Holders
	  	 	61	  
	 Section 16.06.
	 	 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein
	  	 	62	  
	 Section 16.07.
	 	 Payments Due on Saturdays, Sundays and Holidays
	  	 	63	  
	 Section 16.08.
	 	 Conflict of Any Provision of Indenture with Trust Indenture Act
	  	 	63	  
	 Section 16.09.
	 	 New York Law to Govern
	  	 	63	  
	 Section 16.10.
	 	 Third Party Beneficiaries
	  	 	63	  
	 Section 16.11.
	 	 Counterparts
	  	 	63	  
	 Section 16.12.
	 	 Effect of Headings
	  	 	63	  
	 Section 16.13.
	 	 Severability
	  	 	63	  
	 Section 16.14.
	 	 Patriot Act Compliance
	  	 	63	  


  
 iv 









 ALPHA NATURAL RESOURCES, INC. 

Reconciliation and tie between Trust Indenture Act of 1939 
 and this Indenture 
  

					
	 Trust Indenture Act
Section
	 	  	  	 Indenture Section

	  §310(a)(1)	 		  	6.09
	          (a)(2)	 		  	6.09
	          (a)(3)	 		  	Not Applicable
	          (a)(4)	 		  	Not Applicable
	          (a)(5)	 		  	6.09
	      (b)	 		  	6.10
	§311(a)   	 		  	6.13
	      (b)	 		  	6.13
	          (b)(2)	 		  	15.03(a), 15.03(b)
	§312(a)   	 		  	15.01, 15.02(a)
	      (b)	 		  	15.02(b)
	      (c)	 		  	15.02(c)
	§313(a)   	 		  	15.03(a)
	      (b)	 		  	15.03(a)
	      (c)	 		  	15.03(a), 15.03(b)
	      (d)	 		  	15.03(b)
	§314(a)   	 		  	15.04
	      (b)	 		  	Not Applicable
	          (c)(1)	 		  	16.05
	          (c)(2)	 		  	16.05
	          (c)(3)	 		  	Not Applicable
	      (d)	 		  	Not Applicable
	      (e)	 		  	16.05
	§315(a)   	 		  	6.01
	      (b)	 		  	6.06, 15.03(a)
	      (c)	 		  	6.01
	      (d)	 		  	6.01
	          (d)(1)	 		  	6.01
	          (d)(2)	 		  	6.01
	          (d)(3)	 		  	6.01
	      (e)	 		  	5.11
	       §316(a)(1)(A)	 		  	5.05
	                (a)(1)(B)	 		  	5.02, 5.04
	          (a)(2)	 		  	Not Applicable
	      (b)	 		  	5.07
	      (c)	 		  	7.02
	   §317(a)(1)	 		  	5.08
	           (a)(2)	 		  	5.09
	       (b)	 		  	4.03
	  318(a) 	 		  	16.07

  

	*	This cross-reference table shall not, for any purpose, be deemed to be part of this Indenture. 


  
 v 








 SUBORDINATED INDENTURE dated as of
[            ], 20[    ] between Alpha Natural Resources, Inc., a Delaware company (the “Company”), the Guarantors (as defined herein) and Union Bank, N.A., as
trustee (the “Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company and the Guarantors have 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; and 

WHEREAS, all things necessary to make the Indenture a valid indenture and agreement according to its terms, have been done. 

NOW, THEREFORE: 
 In
consideration of the premises and the purchases of the Securities by the Holders thereof, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of
the Securities as follows: 
 ARTICLE 1 
 DEFINITIONS 
 SECTION 1.01. Certain Terms Defined. 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 shall have the respective meanings specified in this Section. All other terms used
in this Indenture which are defined in the Trust Indenture Act or the definitions of which in the Securities Act are referred to in the Trust Indenture Act (except as herein otherwise expressly provided or unless the context otherwise clearly
requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings given to
them in accordance with generally accepted accounting principles in the United States (whether or not such is indicated herein). 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. The terms defined in this Article include the plural as well as the singular. 
 “Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control
with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing. 
 “Agent Members” has the meaning provided in Section 3.08(a). 

  
 1 








 “Board of Directors” means, with respect to any Person, the board of directors or
board of managers of such Person, or any authorized committee of the board of directors or board of managers of such Person or any officer of such Person duly authorized by the board of directors or board of managers of such Person to take a
specific action. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or a Guarantor, as the case may be, to have been duly adopted by the Board of Directors of the Company or such Guarantor, respectively, and to be in full force and effect on the date of such certification, and delivered to
the Trustee. 
 “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in the
City of New York or the Corporate Trust Office is authorized or obligated by law or executive order to close. 

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

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor. 
 “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, its Chief Executive Officer, its
Chief Operating Officer or a Vice President, and by its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

“Corporate Trust Office” means the corporate trust office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 350 California Street, Corporate Trust -11th Floor, San Francisco, California 94104, Attention: Corporate Trust
Administration. 
 “Default” means any event that is or with the passage of time or the giving of notice or both would
be an Event of Default. 
 “Depositary” means The Depository Trust Company, its nominees, and their respective
successors. 
 “Designated Senior Debt” shall have, with respect to any series of Securities, the meaning set forth in
the supplemental indenture establishing the terms of such Securities. 
 “Event of Default” means any event or
condition specified as such in Section 5.01 which shall have continued for the period of time, if any, therein designated. 

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

  
 2 








 “Global Security” means a Security evidencing all or part of a series of
Securities, issued to the Depositary for that series in accordance with Section 3.05 and bearing the appropriate legend prescribed in Section 3.06. 
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

 “Guarantee” means with respect to the Securities of any series, the Guarantee with respect to the Securities of
such series by the applicable Guarantor or Guarantors pursuant to Section 2.02 hereof and a supplemental indenture. 

“Guarantor” means, with respect to Securities of any series, any of the Company’s direct and indirect Subsidiaries
(other than ANR Receivables Funding LLC), but only if such entity has guaranteed the Company’s obligations under this Indenture and with respect to such series of Securities pursuant to Section 2.01 hereof; provided that upon the
release and discharge of any Person from its Guarantee in accordance with this Indenture or the applicable supplemental indenture, such Person shall cease to be a Guarantor. 
 “Holder,” “Holder of Securities,” “Securityholder” or other similar terms mean the registered holder of any Security. 

“Indenture” means this indenture 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 and shall include the terms of particular series of Securities established as contemplated hereunder. 

“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” has the meaning provided in Section 6.06. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two officers of the Company (or on behalf
of a Guarantor by two officers of such Guarantor, as the case may be), one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company (or such Guarantor), that
meets the requirements of Section 16.06 hereof. 
 “Opinion of Counsel” means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Company or a Guarantor or who may be other counsel satisfactory to the Trustee. 

  
 3 








 “outstanding”, when used with reference to Securities, subject to the provisions
of Article 7 means, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except 
 (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
 (b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the
Company or a Guarantor) or shall have been set aside, segregated and held in trust by the Company or a Guarantor (if the Company or a Guarantor shall act as Paying Agent); provided that if such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to a Responsible Officer of the Trustee shall have been made for giving such notice; 

(c) Securities in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 3.09 (unless proof satisfactory to the Trustee and the Company is presented that any of such Securities is held by a person in whose hands such Security is a legal, valid and binding obligation of the Company);
and 
 (d) Securities that have been defeased pursuant to Section 12.01. 

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) and interest, if any,
on any Securities on behalf of the Company. The Company or a Guarantor may act as Paying Agent with respect to any Securities issued hereunder. 
 “Payment Blockage Notice” has the meaning assigned to it in Section 12.03. 
 “Payment Office,” when used with respect to the Securities of or within any series, means the place or places where the principal of (and premium, if any) and interest on such Securities are
payable as specified as contemplated by Sections 3.01 and 4.01. 
 “Permitted Junior Securities” means, with
respect to the Securities of any series, capital stock of the Company or securities of the Company that are subordinated to all Senior Debt of the Company and any debt securities issued in exchange for Senior Debt of the Company to substantially the
same extent as, or to a greater extent than, the Securities of such series are subordinated to Senior Debt pursuant to this Indenture. 
 “Person” means any individual, corporation, partnership, joint stock company, business trust, trust, unincorporated association, joint venture or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof. 
 “Physical Securities” means Securities
issued pursuant to Section 3.02 in exchange for interest in the Global Security or pursuant to Section 3.08(b) in registered form substantially in the form hereinabove recited. 

  
 4 








 “Principal Amount” means, when used with respect to any Security, the amount of
principal of such Security that could then be declared due and payable pursuant to Section 5.02. 
 “Registrar”
has the meaning provided in Section 3.07. 
 “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. 

“Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt. 

“Responsible Officer” when used with respect to the Trustee means any officer within the Corporate Trust Office of the Trustee
including any vice president, any trust officer, any assistant vice president, any assistant secretary, any assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Security” or “Securities” means any Security or Securities, as the case may be, authenticated and delivered under
this Indenture. 
 “Security Register” has the meaning provided in Section 3.07. 

“Senior Debt” means, with respect to any Person, the principal of (and premium, if any) and interest in respect of: 

 

	 	(i)	indebtedness for money borrowed by such Person; 

  

	 	(ii)	securities, notes, debentures, bonds or other similar instruments issued by such Person; 


 

	 	(iii)	all obligations issued or assumed by such Person evidencing the purchase price of property by such Person or a Subsidiary of such Person, all conditional sale
obligations of such Person and all obligations of such Person under any conditional sale or title retention agreement (but excluding trade accounts payable in the ordinary course of business); 


 

	 	(iv)	all obligations, contingent or otherwise, of such Person in respect of any letters of credit, banker’s acceptances, security purchase facilities or similar credit
transactions; 

  

	 	(v)	all obligations in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option
contracts and other similar agreements; 


  
 5 









	 	(vi)	all obligations in respect of any factoring, securitization, sale of receivables or similar transaction; 


 

	 	(vii)	all obligations of the type referred to in clauses (i) through (vi) of other Persons for the payment of which such Person is responsible or liable as obligor,
guarantor or otherwise; 

  

	 	(viii)	all obligations of such Person under performance guarantees, support agreements and other agreements in the nature thereof; 


 

	 	(ix)	all renewals, extensions, refundings, amendments and modifications of indebtedness or obligations referred to in clauses (i) through (viii) (unless the
instrument creating or evidencing any such indebtedness or obligation or its renewal, extension, refund, amendment or modification specifically provides that such indebtedness or obligation is not senior in right of payment to the Securities of the
relevant series); and 

  

	 	(x)	all obligations of the type referred to in clauses (i) through (ix) of other Persons secured by any lien on any property or asset of such Person (whether or
not such obligation is assumed by such obligor). Notwithstanding the foregoing, Senior Debt does not include (1) any such indebtedness or obligation that is by its terms subordinated to or pari passu with the Securities of the relevant series,
and (2) any indebtedness or obligation between or among such Person and its Affiliates. 

 “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 or a coupon representing such installment of interest as the fixed date on which the
principal of such Security or such installment of principal or interest is due and payable. 
 “Subsidiary” means, as
applied, with respect to any Person, any corporation, partnership or other legal entity of which, in the case of a corporation, more than 50% of the issued and outstanding capital stock having ordinary voting power to elect a majority of the board
of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation has or might have voting power upon the occurrence of any contingency), or, in the case of any partnership or other
legal entity, more than 50% of the ordinary equity capital interests, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as
of which this Indenture was originally executed, and “TIA”, when used in respect of an indenture supplemental hereto, means such Act as in force at the time such indenture supplemental hereto becomes effective. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee
shall have become such pursuant to the applicable provisions 

  
 6 








 
of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than
one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 
 SECTION 1.02. Other Definitions. 
  

			
	Term	  	Defined in Section
		
	“Covenant Defeasance”	  	13.03
		
	“Legal Defeasance”	  	13.02

 ARTICLE 2 
 SECURITY FORMS 
 SECTION 2.01. Forms Generally. The Securities of each
series, and all Guarantees, if any, shall be in substantially the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, if any, as evidenced by their execution of the Securities and Guarantees. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and the Guarantors, if any, and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 3.02 for the authentication and delivery of such Securities. 
 The Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article. 
 The definitive Securities of any series 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. Guarantees by Guarantor; Form of
Guarantee; Release of Guarantee. 
 (a) Except as otherwise specified in or pursuant to the Officers’ Certificate or
supplemental indenture contemplated by Section 3.01(b), the provisions of this Section 2.02 will be applicable to any series of Securities that is to be guaranteed by one or more Guarantors. 

(b) Each Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security of each series that is guaranteed by
such Guarantor and authenticated and delivered by the Trustee and with the Trustee on behalf of each such Holder, to be unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Trustee to confirm such
Guarantee to the Holder of each such Security by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. 

  
 7 








 Guarantees to be endorsed on the Securities shall, subject to this Section 2.02, be in
substantially the form set forth below: 
 GUARANTEE 
 OF 
 [GUARANTOR] 

For value received, [Guarantor] (the “Guarantor”) hereby unconditionally and irrevocably guarantees, jointly and severally, to
the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, premium, if any, interest and additional amounts, if any, on such Security and the
due and punctual payment of any sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the indenture dated as of [            ], 20[    ] among Alpha Natural Resources, Inc. (hereinafter called the “Company,”
which term includes any successor Person thereto under the Indenture), the Guarantors (as defined therein) and Union Bank, N.A., as trustee (the “Indenture” and as supplemented by [any applicable supplemental indenture], the
“Indenture”). In case of the failure of the Company punctually to make any such payment of principal, premium, if any, or interest, and additional amounts, if any, or any sinking fund or analogous payment, the Guarantor, for so long as
this Guarantee shall be in effect, hereby agrees to cause any such payment to be made to or to the order of the Trustee punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the Company. 
 The Guarantor hereby agrees, to the extent
permitted by law, that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of such Security or the Indenture, any failure to enforce the provisions of such Security or the Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the
Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives, to the extent permitted by law, diligence, presentment, demand of payment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or
analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security or as otherwise
described in Section 2.02 of the Indenture. 
 This Guarantee shall be automatically and unconditionally released on the
terms set forth in Section 2.02(c) of the Indenture [and Section [            ] of the supplemental indenture]. 

  
 8 








 The Guarantor shall be subrogated to all rights of the Holder of such Security and the
Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of
or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under the Indenture shall have been paid in full. 

The Guarantor hereby agrees that its obligations hereunder shall be direct, unconditioned and unsubordinated and will rank equally and
ratably without preference and at least equally with other senior unsecured and unsubordinated obligations of the Guarantor, except to the extent prescribed by law. The Holder of a guaranteed Security will be entitled to payment under the Guarantee
without taking any action whatsoever against the Company. 
 No reference herein to the Indenture and no provision of this
Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, any additional amounts, and any sinking
fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed. 
 This Guarantee shall not be
valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under the Indenture. 

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

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to
applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. 

Executed and dated the date on the face hereof. 
  

			
	 [GUARANTOR]

		
	By	 	
	Name:	 	
	Title:	 	


 (c) Release of Guarantee. 

 

	 	(i)	The Guarantee of a Guarantor relating to a series of Securities shall be released automatically and unconditionally, and such Guarantor shall be relieved of all of its
obligations under its Guarantee of such Securities, (A) upon defeasance or discharge of such series of Securities as provided in Article Twelve or Article Thirteen of this Indenture, and (B) if for any reason, such Guarantor ceases to be a
Subsidiary of the Company. 


  
 9 









	 	(ii)	The Guarantee of a Guarantor relating to a series of Securities shall be released automatically and unconditionally, and such Guarantor shall be relieved of all of its
obligations under its Guarantee of such Securities, in any additional circumstances provided in the terms of the Securities of such series established pursuant to Section 3.01 of this Indenture and any relevant supplemental indenture.


  

	 	(iii)	At such time as a Guarantor’s Guarantee is released with respect to any series of Securities, such Guarantor will no longer be considered a “Guarantor”
of such series of Securities. 

  

	 	(iv)	The Trustee shall promptly execute any documents reasonably requested by the applicable Company or a Guarantor relating to a series of Securities in order to evidence
the release of such Guarantor from its obligations under its Guarantee of the Securities of such series; provided that the Trustee shall not be obligated to execute or deliver any document evidencing the release of a Guarantee pursuant to
this Section 2.02(c) unless the Company has delivered an Officers’ Certificate or an Opinion of Counsel to the effect that such release is in accordance with the provisions of this Indenture. 


SECTION 2.03. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be
substantially in the following form: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture. 
  

			
	Union Bank, N.A., as Trustee
		
	By	 	  

		
		 	Authorized Signatory


 ARTICLE 3 
 ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES 
 SECTION 3.01.
Amount Unlimited; Issuable in Series. 
 (a) The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 
 (b) The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or pursuant to (i) a Board Resolution of the Company and each Guarantor, if any, of the Securities of such series,


  
 10 









 
(ii) action taken pursuant to a Board Resolution and (subject to Sections 3.03 and 3.04) set forth, or determined in the manner provided, in an Officers’ Certificate of the Company
and each Guarantor, if any, of the Securities of such series, or (iii) one or more indentures supplemental hereto: 
 (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 

(2) whether or not such Securities are to be guaranteed and, if so, the Guarantor or Guarantors thereof; 

(3) the purchase price, denomination and 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 Sections 3.03,
3.08, 3.10, 9.05 or 11.02); 
 (4) the date or dates on which the principal of and premium, if any, on the
Securities of the series is payable or the method of determination thereof; 
 (5) the rate or rates at which the
Securities of the series shall bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Interest Payment Date; 
 (6) the place or places where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable; 

(7) the place or places where the Securities may be exchanged or transferred; 

(8) the period or periods within which, the price or prices at which, the currency or currencies (including currency unit
or units) in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option, and, if other than as provided in
Section 11.02, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption; 

(9) the obligation, if any, of the Company to redeem or purchase Securities of the series in whole or in part pursuant to
any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the other terms and conditions upon which Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (10) if other
than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 

  
 11 









 (11) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of (and premium, if any) and interest, if any, on the Securities of the series shall or may by payable, or in which the Securities of the series shall be denominated, and the particular
provisions applicable thereto; 
 (12) if the payments of principal of (and premium, if any) and interest, if
any, on the Securities of the series are to be made, at the election of the Company or a Securityholder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be
payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and
the particular provisions applicable thereto; 
 (13) if the amount of payments of principal of (and premium, if
any) and interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit
or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined; 

(14) 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 or the method by which such portion shall be determined; 
 (15) any modifications of or additions to the subordination provisions, the Events of Default or the covenants of the Company set forth herein with respect to Securities of the series; 

(16) if either or both of Section 13.02 and Section 13.03 shall be inapplicable to the Securities of the series
(provided that if no such inapplicability shall be specified, then both Section 13.02 and Section 13.03 shall be applicable to the Securities of the series) and any other terms upon which the Securities of such series will be
defeasible; 
 (17) if other than the Trustee, the identity of the Registrar and any Paying Agent; 

(18) if the Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such
global Securities, (ii) the form of any legend in addition to or in lieu of that in Section 3.07 which shall be borne by such global Security, (iii) whether beneficial owners of interests in any Securities of the series in global form
may exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as provided in Section 3.08, the circumstances under which any such exchange may
occur; 

  
 12 









 (19) if, and the terms and conditions upon which, the Securities of such
series may or must be converted into securities of the Company or exchanged for securities of the Company or another enterprise; and 
 (20) 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, but which may modify or delete any provision of
this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States of America or regulations thereunder or advisable (as determined by the Company) in connection with
the marketing of Securities of the series. 
 All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Sections 3.02-3.05) set forth, or determined in the manner provided, in an
Officers’ Certificate or (iii) in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders,
for issuances of additional Securities of such series. 
 If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and the Guarantors, if any, and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any
Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. 

SECTION 3.02. Authentication and Delivery of Securities. Upon the execution and delivery of this Indenture, or from time to
time thereafter, Securities of any series and the related Guarantees, if any, may be executed by the Company and the Guarantors, if any, and delivered by the Company to the Trustee for authentication, together with a Company Order, and upon delivery
to the Trustee of all documents and certificates as required by this Indenture, the Trustee shall thereupon, in accordance with such Company Order, authenticate and make available for delivery said Securities. 

SECTION 3.03. Execution of Securities. The Securities of each series shall be executed on behalf of the Company, and each of
the Guarantees, if any, shall be executed on behalf of the applicable Guarantor, by the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Controller, the Secretary or any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title “Vice President”) of the Company or of such Guarantor, as the case may be. The
signatures of any of such officers on the Securities or the Guarantees may be the manual or facsimile signatures of the present or any future such officers. In case any officer of the Company or of each Guarantor, if any, who shall have signed any
of the Securities and Guarantees, if any, shall cease to be such officer before the Security so signed or to which the Guarantee relates shall be authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless
may be 

  
 13 









 
authenticated and delivered or disposed of as though the person who signed such Security or Guarantee had not ceased to be such officer of the Company or of such Guarantor, as the case may be;
and any Security or Guarantee may be signed on behalf of the Company or of a Guarantor, if any, by such persons as, at the actual date of the execution of such Security or Guarantee shall be the proper officers of the Company or of such Guarantor,
as the case may be, although at the date of the execution and delivery of this Indenture any such person was not such officer. 

SECTION 3.04. Certificate of Authentication. Only such Securities or Guarantees endorsed thereon, if any, as shall bear
thereon a certificate of authentication substantially in the form hereinabove recited, executed by the Trustee by manual signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. 
 SECTION 3.05. Denomination and Date of Securities; Payments of Interest. (a) The
Securities shall be issuable in such denominations as shall be specified as contemplated by Section 3.01 but in any event not less than $1,000 and any integral multiple thereof. In the absence of any such provisions with respect to the
Securities, the Securities shall be issuable in denominations of $1,000 and any integral multiple thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the
Company executing the same may determine with the approval of the Trustee. 
 Any of the Securities and Guarantees, if any, may
be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with
any law or with any rules or regulations pursuant thereto, including those required by Section 3.06, or with the rules of any securities market in which the Securities are admitted to trading, or to conform to general usage. 

Each Security shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the
dates specified on the face of the form of Security above. 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. 
 (a) Global Securities. If Securities of or within a series are issuable in whole or in part in global
form, then any such Security of such series shall be deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the Depositary. The Global Security shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may direct), and registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and each Guarantor, if any, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided. 

  
 14 









 (b) The person in whose name any Security is registered at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to the Regular Record Date
and prior to such Interest Payment Date, except if and to the extent the Company or a Guarantor, if any, shall default in the payment of the interest due on such Interest Payment Date, in which case such defaulted interest, plus (to the extent
lawful) any interest payable on the defaulted interest, shall be paid to the persons in whose names outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to
the date of such payment) established by notice given by mail by or on behalf of the Company or such Guarantor to the Holders of Securities not less than 15 days preceding such subsequent record date. 

SECTION 3.06. Global Security Legend. Any Security in global form authenticated and delivered hereunder shall bear a legend
in substantially the following form, or in such other form as may be necessary or appropriate to reflect the arrangements with or to comply with the requirements of any Depositary: 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 
 SECTION 3.07. Registration,
Transfer and Exchange. The Securities are issuable only in registered form. The Company will keep at each office or agency (the “Registrar”) for each series of Securities a register or registers (the “Security Register(s)”)
in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of 

  
 15 









 
Securities as provided in this Article. Such Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such
form within a reasonable time. At all reasonable times such Security Register or Security Registers shall be open for inspection by the Trustee. The initial Registrar shall be the Trustee. 

Upon due presentation for registration of transfer of any Security of any series at each such office or agency, the Company shall execute
a new Security or Securities of the same series, in each case, of any authorized denominations and of a like aggregate Principal Amount in the name of the designated transferee or transferees, the applicable Guarantors, if any, shall execute the
Guarantees endorsed thereon and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery such Securities. 
 At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate
Principal Amount and Stated Maturity, 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 the Securities which the Holder making the exchange
is entitled to receive, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery such Securities. 

A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register.
Prior to the registration of any transfer by a Holder as provided herein, the Company, the Guarantors, if any, and the Trustee or any of their respective agents shall treat the person in whose name the Security is registered as the owner thereof for
all purposes whether or not the Security shall be overdue, and neither the Company, the Guarantors, if any, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book entry system maintained by the Depository (or its nominee) and that ownership of a beneficial interest in
the Security shall be required to be reflected in a book entry. When Securities are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal Principal Amount of Securities of other
authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute
the Securities, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and the Trustee shall authenticate Securities at the Registrar’s request. 
 The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities (other than
any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 9.05 or 11.03). No service charge to any Holder shall be made for any such transaction. 

  
 16 









 The Company shall not be required to exchange or register a transfer of (a) any
Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of that series to be redeemed, or (b) any Securities of any series selected, called or being called for redemption
except, in the case of any Security of any series where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. 
 All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such transfer or exchange. 
 SECTION 3.08. Book-Entry Provisions for Global Securities.
(a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and
(iii) bear legends as set forth in Section 3.06. 
 Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company,
each Guarantor, if any, the Trustee and any of their respective agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, each such Guarantor, the
Trustee or any of such agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Security. 
 (b) Transfers of a Global Security shall be limited to transfers of such
Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or
more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute Securities of such series of like tenor and terms in definitive form in an aggregate Principal Amount equal to the Principal
Amount of the Global Security or Securities of such series, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and the Trustee, upon receipt of a Company Order, will authenticate and deliver such definitive Securities
in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. 

In addition, Physical Securities shall be transferred to all beneficial owners identified by the Depositary in exchange for their
beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within
90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) 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, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the
Registrar has received a 

  
 17 









 
request from a beneficial owner to issue such Physical Securities, and if the Trustee is the Registrar, a Company Order or written confirmation from the Depositary identifying the beneficial
owner. 
 (c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the
form of an interest in the other Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. 
 (d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect
on its books and records the date and a decrease in the Principal Amount of such Global Security in an amount equal to the Principal Amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount. 
 (e) In
connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and
upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal Principal Amount of Physical Securities of
authorized denominations. 
 (f) The registered holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series. 

SECTION 3.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall
become mutilated, defaced or be apparently destroyed, lost or stolen, the Company in its discretion may execute a new Security of the same series bearing a number not contemporaneously outstanding, the applicable Guarantors, if any, shall execute
the Guarantees endorsed thereon and, upon the written request of any officer of the Company and delivery to the Trustee of all documents and certificates as required by this Indenture, the Trustee shall authenticate and make available for delivery
such Security, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so apparently destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the
Company, each Guarantor, if any, the Trustee and any of their respective agents, such security or indemnity as may be required by each of them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft
evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. 
 Upon
the issuance of any substitute Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation 

  
 18 









 
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured or is about to mature, or has been called for
redemption in full, shall become mutilated or defaced or be apparently destroyed, lost or stolen, the Company may, instead of issuing a substitute Security of the same series, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company, each Guarantor, if any, the Trustee and any of their respective agents such Security or indemnity as any of them may require to
save each of them harmless from all risks, however remote, and, in every case of apparent destruction, loss or theft, the applicant shall also furnish to the Company, each such Guarantor, the Trustee and any of such agents evidence to their
satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. 
 Every substitute
Security and the Guarantee endorsed thereon, if any, issued pursuant to the provisions of this Section by virtue of the fact that any Security is apparently destroyed, lost or stolen shall constitute an additional contractual obligation of the
Company and any Guarantor, as applicable, whether or not the apparently destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all other Securities and the Guarantees endorsed thereon, if any, duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition
that, to the extent permitted by law, with respect to the holder of a substitute Security, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced, or apparently destroyed, lost or stolen Securities
and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their
surrender. 
 SECTION 3.10. Cancellation of Securities. All Securities surrendered for payment, redemption,
registration of transfer or exchange, if surrendered to the Company, any Guarantor, the Trustee or any of their respective agents, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities in accordance with its customary procedures. If the Company or any Guarantor shall
acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. 

SECTION 3.11. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute
and the Trustee shall authenticate and make available for delivery temporary Securities of such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities shall be
issuable as registered Securities of such series without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series, and if the Securities are to be guaranteed, having endorsed thereon the
Guarantees executed by each Guarantor, but in all cases with such appropriate omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company and the Guarantors, if any, with the
concurrence of the Trustee. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security 

  
 19 









 
shall be executed by the Company and endorsed by each Guarantor, if any, and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect,
as the definitive Securities of such series. Without unreasonable delay the Company shall execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Company for the purpose pursuant to Section 4.02, and upon delivery to the Trustee of all documents and certificates as required by this Indenture, the Trustee shall authenticate
and make available for delivery in exchange for such temporary Securities a like aggregate principal amount of definitive Securities of such series of authorized denominations, and if the Securities are guaranteed, having endorsed thereon the
Guarantees executed by each Guarantor. Until so exchanged the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series. 

SECTION 3.12. CUSIP and ISIN Numbers. The Company in issuing the Securities of any series may use a “CUSIP” and
“ISIN” number (if then generally in use), and, if so, the Trustee shall use the CUSIP numbers or ISIN numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders of such series; provided that any
such notice shall 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 redemption or exchange 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 shall promptly notify the Trustee of any change in the CUSIP numbers or ISIN numbers. 

ARTICLE 4 

CERTAIN COVENANTS 
 SECTION 4.01. Payment of Principal, Premium and Interest on Securities. The Company, for the benefit of each series of the Securities, will duly and punctually pay or cause to be paid the
principal of and any premium and interest on the Securities of that series in accordance with the terms of such Securities and this Indenture. 
 SECTION 4.02. Maintenance of Office or Agency. The Company will maintain a Payment Office where Securities may be presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in
the location of, such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company hereby initially appoints the Trustee at its office or agency as its agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such 

  
 20 









 
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any
series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

SECTION 4.03. Money for Securities Payments to be Held in Trust. (a) 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. 
 (b) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due
date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 (c) 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 will agree with the Trustee, subject to the provisions of this Section 4.03, that such Paying
Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent; (ii) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on the Securities of that
series in trust for the benefit of the Holders until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (iii) give the Trustee notice of any Default by the Company or any Guarantor (or any other obligor upon
the Securities) in the making of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (iv) 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, and upon the written request of that 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. 
 (d) 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 will be released from all further liability with respect to such money. 

(e) 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 and was deposited with the Paying Agent will be paid to the Company upon a Company
Request (or, if then held by the Company, will be discharged from such trust); and the Holder of such Security will thereafter, as an unsecured general creditor, look 

  
 21 









 
only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 calendar days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Company. 
 SECTION 4.04. Existence. Subject to Article 10,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided, however, that the Company will not be required to preserve any such
right or franchise if the Board of Directors determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof will not be disadvantageous in any material respect to the Holders.

 SECTION 4.05. Statement by Officers as to Default. The Company and, to the extent required by the TIA, each
Guarantor, if any, will deliver to the Trustee, within 120 calendar days after the end of each fiscal year of the Company ending after the first date any series of Securities issued under this Indenture is outstanding, a certificate signed by the
principal executive officer, principal financial officer, principal accounting officer or treasurer of the Company or such Guarantor stating whether or not to the knowledge of such person after due inquiry the Company or such Guarantor is in default
in the performance and observance of any of the terms, provisions, and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company or such Guarantor is in default, specifying
all such defaults and the nature and status thereof of which such person may have such knowledge. The Company or such Guarantor shall deliver to the Trustee, as soon as possible and in any event within five days after the Company or such Guarantor
becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default
and the action which the Company or such Guarantor proposes to take with respect thereto. 
 SECTION 4.06. Waiver of
Certain Covenants. The Company and each Guarantor, if any, may omit in any particular instance to comply with any term, provision, or condition set forth in this Indenture or any applicable supplemental indenture, with respect to the Securities
of any series, if the Holders of a majority in Principal Amount of all outstanding Securities of such series shall, by act of such Holders in accordance with Section 7.01, either waive such compliance in such instance or generally waive
compliance with such term, provision, or condition in accordance with Article 9 and Section 5.07, but no such waiver will extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and such Guarantor and the duties of the Trustee in respect of any such term, provision, or condition will remain in full force and effect. 

  
 22 









 ARTICLE 5 
 REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT 
 SECTION 5.01.
Events of Default. Each of the following events constitutes an “Event of Default” wherever used herein with respect to Securities of any series: 
 (a) default for 30 days in the payment when due of interest on the Securities of that series; 
 (b) default in payment when due of the principal (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by the Company (if applicable) or otherwise) of or premium, if
any, on the Securities of that series; 
 (c) default by the Company or any Guarantor of such series of Securities in the
observance or performance of any other covenant or agreement contained in this Indenture which default continues for a period of 60 days after the Company or such Guarantor receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the Principal Amount of Securities of that series then outstanding (with a copy to the Trustee if given by Holders) (except in the case of a default with respect to
Section 10.01 of this Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement). 
 (d) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company or a Guarantor of such series of Securities in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Company or such Guarantor bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company or such Guarantor under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other
similar official of the Company or such Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive calendar days; 
 (e) the commencement by the Company or a Guarantor of
such series of Securities of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company or such Guarantor in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief with respect to the Company or such Guarantor under any applicable federal or state
bankruptcy, insolvency, reorganization, or other similar 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 such Guarantor or of any substantial part of its property pursuant to any such law, or 

  
 23 









 
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 or such Guarantor in furtherance of any such action; 
 (f) any Guarantee relating to such series Securities
shall cease to be in full force and effect (other than in accordance with the terms of this Indenture) or any Guarantor denies or disaffirms its obligations under its Guarantee; or 

(g) any other Event of Default with respect to Securities of that series as provided in the applicable supplemental indenture.

 Notwithstanding the foregoing, for the first 150 days immediately following the occurrence of an Event of Default resulting
from the Company’s failure to comply with any obligations the Company may be deemed to have pursuant to section 314(a)(1) of the Trust Indenture Act (which relates to the requirement that the Company furnish to the Trustee its annual reports
and other information presently filed by the Company under the Exchange Act) or as set forth Section 15.04, the sole remedy for any such Event of Default shall be the accrual of additional interest on the Securities then outstanding at a rate
per year equal to 0.50% of the outstanding Principal Amount of the Securities, payable semi-annually at the same time and in the same manner as regular interest on the Securities. In no event shall additional interest accrue at a rate per year in
excess of 0.50% pursuant to the Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such additional interest. In addition to the accrual of such additional interest, on and after the 150th day
immediately following the occurrence of an Event of Default resulting from the Company’s failure to comply with any obligations the Company may be deemed to have pursuant to section 314(a)(1) of the Trust Indenture Act or as set forth in
Section 15.04, the Securities will be subject to acceleration as provided in Section 5.02. 
 SECTION 5.02.
Acceleration. (a) If any Event of Default (other than an Event of Default specified in clause (d) or (e) of Section 5.01 hereof) occurs and is continuing with respect to Securities of any series, the Trustee by written
notice to the Company or the Holders of at least 25% in aggregate Principal Amount of the then outstanding Securities of that series by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and any
accrued and unpaid interest on all the Securities of the affected series to be due and payable immediately. Except as set forth above, upon such declaration the principal of, premium, if any, and interest shall be due and payable immediately. If an
Event of Default specified in clause (d) or (e) of Section 5.01 hereof occurs with respect to the Company or any Guarantor, the unpaid principal of, premium, if any, and any accrued and unpaid interest on all the Securities shall ipso
facto become and be immediately due and payable without further action or notice on the part of the Trustee or any Holder. 

(b) At any time after such a declaration of acceleration with respect to the 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 5 provided, the Holders of a majority in Principal Amount of the outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if (i) the Company or a Guarantor has paid or deposited with the Trustee a sum sufficient to pay (A) all 

  
 24 









 
overdue interest on all of the Securities of that series, (B) the principal of (and premium, if any, on) Securities of that series which has become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of that series, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in the Securities of that series, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and (ii) all Events of Default
with respect to the Securities of that series, other than the non-payment of the principal of the Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04.
No such rescission will affect any subsequent default or impair any right consequent thereon. 
 SECTION 5.03. Other
Remedies. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal or interest on the Securities of such series or to enforce the
performance of any provision of the Securities of such series or this Indenture. 
 The Trustee may maintain a proceeding even
if it does not possess any of the Securities of such series or does not produce any of them in the proceeding 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. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law. 
 SECTION 5.04. Waiver of Past Defaults. The Holders of
not less than a majority in aggregate Principal Amount of the Securities of any series then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive any existing Default or Event of
Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of the principal (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by the Company (if
applicable) or otherwise) of (and premium, if any) or interest, if any, on any Security of such series or, in the case of the Securities of any series that are convertible or exchangeable, in the payment or delivery of any consideration due upon
conversion or exchange of the Securities of that series (if applicable). The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past Default hereunder. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to waive any Default hereunder, whether or not such Holders remain Holders after such record date. 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 5.05. Control by Majority. With respect to the Securities of any series, the Holders of a majority in
aggregate Principal Amount of the then outstanding Securities of 

  
 25 









 
that series may 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 it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that the Trustee in good faith determines may be unduly prejudicial to the rights of other Holders of that series or that may involve or cause the Trustee any potential
liability. The Trustee may take any other action which it deems proper which is not inconsistent with any such direction. 

SECTION 5.06. Limitation on Suits. A Holder of any Security of any series may pursue a remedy with respect to this Indenture
or the Securities of the applicable series only if: 
 (a) the Holder gives to the Trustee written notice of a continuing Event
of Default; 
 (b) the Holders of at least 25% in aggregate Principal Amount of the then outstanding Securities of that series
make a written request to the Trustee to pursue the remedy; 
 (c) such Holder or Holders provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense in connection with the pursuance of such remedy; 
 (d)
during the 60-day period specified in (e) below, the Holders of a majority in aggregate Principal Amount of the then outstanding Securities of such series do not give the Trustee a direction inconsistent with the request; and 

(e) the Trustee does not comply with the request within 60 days after receipt of the notice, request and the offer of indemnity.

 Holders shall not have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or
any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 
 SECTION 5.07.
Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by
the Company (if applicable) or otherwise) of (and premium, if any) and interest, if any, on any Security or, if applicable, payment or delivery of any consideration due upon conversion or exchange of any Security, in each case, on or after the
respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment or delivery on or after such respective dates, shall not be impaired or affected without the consent of the Holder. 

SECTION 5.08. Collection Suit by Trustee. If an Event of Default specified in Section 5.01 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company, any Guarantor or any other obligor for the whole amount of principal (and premium, if any) and interest, if any,
remaining unpaid on any Securities of such series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover amounts due the Trustee under Section 6.07 hereof, including the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

  
 26 









 SECTION 5.09. Trustee May File Proofs of Claim. The Trustee is authorized to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Securities), its creditors or its property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series 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. 
 SECTION 5.10. Priorities. If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order: 
 First: to the Trustee, its agents and attorneys for amounts due under
Section 6.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 Second: to Holders for amounts due and unpaid on the Securities of any series for principal (and premium, if any) and interest, if any, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Securities of such series for principal (and premium, if any) and interest, if any, respectively; and 
 Third: to the Company or, to the extent the Trustee collects any amount pursuant to Section 2.02 hereof from a Guarantor, to such Guarantor, or to such party as a court of competent jurisdiction
shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 5.10 upon five Business Days prior notice to the Company. 
 SECTION 5.11. 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 or omitted 

  
 27 









 
by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of Securities of the affected series pursuant to Section 5.07 hereof, a suit by Holders of more than 10% in aggregate Principal Amount of the then outstanding Securities of any series in the case of any
suit relating to or arising under clause (a), (b), (c) or (f) of Section 5.01, or a suit by Holders of more than 10% in aggregate Principal Amount of the then all outstanding Securities in the case of any suit relating to or arising
under clause (d) or (e) of Section 5.01. 
 SECTION 5.12. 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, any Guarantor, 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 has been instituted. 
 SECTION 5.13. 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 3.09, 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 5.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of Securities of any series
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. 
 ARTICLE 6 
 THE TRUSTEE 

SECTION 6.01. Duties and Responsibilities of the Trustee; During Default; Prior to Default. The Trustee, with respect to the
Securities of any series, prior to the occurrence of an Event of Default with respect to the Securities of such series and after the curing or waiving of all Events of Default with respect to the Securities of such series which may have occurred,
undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (and is continuing which has not
been cured or waived) the Trustee shall 

  
 28 









 
exercise such of the rights and powers vested in it by this Indenture with respect to such series, 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 such person’s own affairs. 
 No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, provided that: 
 (a) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; 
 (b) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements,
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, 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 conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any calculation or facts stated therein); 

(c) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be conclusively determined by a court of competent jurisdiction or by such other means as may be agreed by the Company and the Trustee at the time of determination that the Trustee was negligent in ascertaining the pertinent
facts; and 
 (d) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in
accordance with a Company Order or the direction of the Holders given as provided in Section 5.05 or otherwise exercising any trust or power conferred upon the Trustee, under this Indenture. 

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
potential or actual liability (financial or otherwise) in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate
indemnity against such liability is not assured to it. This Section 6.01 is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act. 
 Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Article 6. 
 SECTION 6.02. Certain Rights of the Trustee. In furtherance of and subject to
the Trust Indenture Act, and subject to Section 6.01: 
 (a) the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, Officers’ Certificate, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other
paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

  
 29 









 (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee may request and be entitled to receive an Officers’ Certificate before acting or refraining
from acting with respect to such request, direction, order or demand; and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; 

(c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 
 (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of the Securities of any series
pursuant to the provisions of this Indenture, unless such Holders shall have offered and provided to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;

 (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized
or within the discretion, rights or powers conferred upon it by this Indenture; 
 (f) 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing so to do by the Holders of not less than a majority in aggregate Principal Amount of the Securities of any series then outstanding; provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require (and
shall not be required to make such investigation unless it receives) indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall be paid by the Company;

 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; 

(h) the rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without
limitation, its right to be indemnified, are extended to, 

  
 30 









 
and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder and the employees, officers and directors of
the Trustee; 
 (i) the Trustee shall not be deemed to have knowledge of any Default or Event of Default unless a Responsible
Officer of the Trustee has received from a Holder, the Company or any Guarantor written notice of any event which is in fact such a Default or Event of Default, as the case may be, and such notice references the Securities, this Indenture, the
circumstances giving rise to such a Default or Event of Default and that the same has occurred and is continuing; and 
 (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 superceded. 

(k) The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the
Company, any Guarantor or their respective affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the
Commission for permission to continue as trustee or resign. 
 SECTION 6.03. Trustee Not Responsible for Recitals,
Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents, that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company, are true and accurate, subject to the qualifications set forth
therein. The Trustee shall not be liable or accountable in any manner for the use or application by the Company of any of the Securities or of the proceeds thereof. 
 SECTION 6.04. Trustee and Agents May Hold Securities; Collections, Etc. The Trustee or any of its affiliates or any agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities, subject to Sections 6.10 and 6.13 with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Company or any Guarantor and receive,
collect, hold and retain collections from the Company with the same rights it would have if it were not the Trustee or such agent. 
 SECTION 6.05. Moneys Held by Trustee. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Company or the Trustee shall be under any liability for interest on any moneys received by it hereunder,
except as otherwise agreed with the Company. 

  
 31 









 SECTION 6.06. Notice of Default. If any Default or any Event of Default occurs
and is continuing with respect to the Securities of any series and if such Default or Event of Default is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of Securities of such series in the manner and to
the extent provided in Trust Indenture Act Section 313(c) notice of the Default or Event of Default (“Notice of Default”) within 90 days after it occurs, unless such Default or Event of Default has been cured; provided,
however, that, except in the case of a default in the payment of the principal (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by the Company (if applicable) or otherwise) of, or interest or premium,
if any, on any Security of such series, in the payment or delivery of any consideration due upon conversion or exchange of any Security of such series (if applicable) or in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of such series. 
 SECTION 6.07. Compensation
and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Company and the
Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith (as determined by a court of competent jurisdiction in a final, non-appealable decision or by such
other means as may be agreed by the Company and the Trustee at the time of determination). The Company also covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage,
claim or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part (as determined by a court of competent jurisdiction in a final, non-appealable decision or by such other
means as may be agreed by the Company and the Trustee at the time of determination), arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including without
limitation the costs and expenses of defending itself against or investigating any claim (whether asserted by the Company, a Holder or any other Person). The obligations of the Company under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.
Such financial obligations of the Company identified in this Section shall be a senior claim to that of the Securities of each series, and as security for such obligations, the Trustee shall have a lien prior to such Securities, upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities of each series are hereby subordinated to such senior claim. Such lien shall survive the
discharge and satisfaction of this Indenture. 

  
 32 









 When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(d) or Section 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law. 
 SECTION 6.08. Right of Trustee to Rely on
Officers’ Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof. 
 SECTION 6.09. Persons Eligible for Appointment as
Trustee. The Trustee hereunder shall at all times be a corporation, national association or other appropriate entity having a combined capital and surplus of at least $100,000,000, and which is eligible in accordance with the provisions of
Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of a federal, state or District of Columbia supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 

SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee may at any time resign with
respect to the Securities of one or more series by giving written notice of resignation to the Company and to the Holders of Securities of such series, such notice to the Holders to be given by mailing (by first class mail) the same within
30 days after such notice is given to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument in duplicate, executed by authority of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder of the affected series who has been a bona fide holder of
a Security or Securities of the affected series for at least six months (or since the first date of the issuance for such Security or Securities, if the holding period is less than six months) may, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

(b) In case at any time any of the following shall occur: 

 

	 	(i)	the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act, after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or Securities for at least six months; or 


  
 33 










	 	(ii)	the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and shall fail to resign after written request therefor by the Company or
by any such Securityholder; or 

  

	 	(iii)	the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 

 then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by authority of the Board of Directors of the Company, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 315(e) of the Trust Indenture Act, any Securityholder who has been a bona fide holder of a Security or Securities for at
least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 
 (c) The Holders of a majority in
aggregate Principal Amount of the Securities of any series at the time outstanding may at any time remove the Trustee for that series and appoint a successor trustee by delivering to the Trustee so removed, to the successor trustee so appointed and
to the Company and any Guarantor the evidence provided for in Section 7.01 of the action in that regard taken by the Securityholders. 
 If no successor trustee shall have been so appointed and have accepted appointment 30 days after the mailing of such notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11. 
 (e) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

  
 34 









 SECTION 6.11. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its fees, costs, expenses and other charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, any applicable Guarantor, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall upon payment of its fees,
costs, expenses and other charges duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company and any applicable Guarantor shall
execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act. 

  
 35 









 SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation or national association into which the Trustee may be merged or converted or with which it may be consolidated, or to which the Trustee’s assets may be sold, or any corporation or national association resulting from
any merger, conversion, consolidation or sale to which the Trustee shall be a party or by which the Trustee’s property may be bound, or any corporation or national association succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided that such entity shall be eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. 
 In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate shall have the full force that it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 

SECTION 6.13. Preferential Collection of Claims. If the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Company (or any other obligor on the Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act regarding the collection of claims against the Company (or any such other
obligor). For purposes of Section 311(b) (4) and (6) of such Act, the following terms shall mean: 
 (a)
“cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and
payable upon demand; and 
 (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation
which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 

SECTION 6.14. Communications with the Trustee. Any and all notices, certificates, opinions or filings with the Commission
required or permitted to be provided by the Company to the Trustee under this Indenture shall be in writing and shall be personally delivered, sent via an internationally recognized overnight delivery service or sent by facsimile or electronic
transmission to the address or telecopy number of the Corporate Trust Office. 

  
 36 









 SECTION 6.15. Conflict of Interest. Notwithstanding anything in this Indenture
to the contrary, the Company and the Trustee acknowledge that Union Bank, N.A. is acting as trustee both under this Indenture and under the Company’s Indenture dated as of
[            ], 20[  ] with respect to Senior Debt and upon a Default or an Event of Default under either or both indentures, a conflict of interest may arise which would require
the Trustee to resign as Trustee from either or both indentures. 
 SECTION 6.16. Paying Agent/Registrar. If the
Trustee is acting as Paying Agent and/or Registrar hereunder, the rights and protections afforded to the Trustee under this Article 6 will also be afforded to the Paying Agent and/or the Registrar. 

ARTICLE 7 

CONCERNING THE HOLDERS 
 SECTION 7.01. Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Securityholders of any series may be embodied in and evidenced (a) by one or more instruments of substantially similar tenor signed by such Securityholders in person or by agent duly appointed in writing, (b) by the record of the Holders
of Securities of such series voting in favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article 8, or (c) by a combination of such instrument or instruments and any such record of
such a meeting of Securityholders; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company and
each Guarantor, if any. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee, the Company
and each Guarantor, if any, if made in the manner provided in this Article. 
 SECTION 7.02. Proof of Execution of
Instruments and of Holding of Securities; Record Date. Subject to Sections 6.01 and 6.02, the execution of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security Register or by a certificate of the Registrar thereof. The Company may set a record date for
purposes of determining the identity of Holders of Securities entitled to vote or consent to any action referred to in Section 7.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates
(in the case of any adjournment or resolicitation) not more than 90 days nor less than 20 days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, only Holders of Securities of
record on such record date shall be entitled to so vote or give such consent or to withdraw such vote or consent. 

  
 37 









 SECTION 7.03. Who May Be Deemed Owners of Securities. The Company, each
Guarantor, if any, the Trustee, any Paying Agent and any Registrar may deem and treat the person in whose name any Security of any series shall be registered in the Security Register on the applicable record date as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of (and premium, if any) and interest, if any, on
such Security and for all other purposes; and none of the Company, any Guarantor, the Trustee, any Paying Agent or any Registrar shall be affected by any notice to the contrary. All such payments so made to, or upon the order of, any Holders shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability of moneys payable upon any such Security. 
 SECTION 7.04. Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in
any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series or any other obligor on the Securities of such series or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are 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, any Guarantor or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officers’ Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and
6.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such
determination. 
 SECTION 7.05. Record Date for Action by Securityholders. Whenever in this Indenture it is provided
that Holders of a specified percentage in aggregate principal amount of the Securities of any series may take any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any
other action), other than any action taken at a meeting of Securityholders of such series called pursuant to Article 8, the Company, pursuant to a resolution of its Board of Directors, or the Holders of at least ten percent in aggregate
principal amount of the Securities of such series then outstanding, may request the Trustee to fix a record date for determining Securityholders entitled to notice of and to take any such action. In case the Company or the Holders of Securities of
such series in the amount above specified shall desire to request Securityholders of such series to take any action and shall request the Trustee to fix a record date with respect thereto by written notice setting


  
 38 









 
forth in reasonable detail the Securityholder action to be requested, the Trustee shall promptly (but in any event within five Business Days of receipt of such request) fix a record date that
shall be a Business Day not less than 15 nor more than 20 days after the date on which the Trustee receives such request. If the Trustee shall fail to fix a record date as hereinabove provided, then the Company or the Holders of Securities of
such series in the amount above specified may fix the same by mailing written notice thereof (the record date so fixed to be a Business Day not less than 15 nor more than 20 days after the date on which such written notice shall be given) to
the Trustee. If a record date is fixed according to this Section 7.05, only persons shown as Securityholders of such series on the registration books for the Company at the close of business on the record date so fixed shall be entitled to take
the requested action and the taking of such action by the Holders of Securities of such series on the record date of the required percentage of the aggregate Principal Amount of the Securities shall be binding on all Securityholders of such series,
provided that the taking of the requested action by the Holders of Securities of such series on the record date of the percentage in aggregate Principal Amount of the Securities in connection with such action shall have been evidenced to the
Trustee, as provided in Section 7.01, not later than 180 days after such record date. 
 SECTION 7.06. Right of
Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate Principal Amount of the Securities of any
series specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities of the series the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all future holders and owners of such Security and of any Securities issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto
is made upon any such Security. Any action taken by the Holders of the percentage in aggregate Principal Amount of the Securities of any series specified in this Indenture in connection with such action shall be conclusively binding upon the
Company, each Guarantor with respect to such series, if any, the Trustee and the Holders of all the Securities of such series. 

ARTICLE 8 

SECURITYHOLDERS’ MEETINGS 
 SECTION 8.01. Purposes for Which Meeting May Be Called. A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to the provisions of this
Article 8 for any of the following purposes: 
 (a) to give any notice to the Company, any Guarantor or to the Trustee, or
to give any directions to the Trustee, or to consent to the waiving of any Default or Event of Default with respect to the Securities of such series hereunder and its consequences, or take any other action authorized to be taken by Securityholders
of such series pursuant to any of the provisions of Article 5; 

  
 39 









 (b) to remove the Trustee and appoint a successor trustee with respect to the Securities of
such series pursuant to the provisions of Article 6; 
 (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or 
 (d) to take any other action authorized to be taken
by or on behalf of the Holders of the percentage in aggregate Principal Amount of the Securities of such series under any other provisions of this Indenture or under applicable law. 

SECTION 8.02. Manner of Calling Meetings; Record Date. The Trustee may at any time call a meeting of Securityholders of any
series to take any action specified in Section 8.01, to be held at such time and at such place in The City of New York, New York, or as the Trustee shall determine. Notice of every meeting of Securityholders of any series setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed not less than 30 nor more than 60 days prior to the date fixed for the meeting to such Securityholders at their registered addresses.
For the purpose of determining Securityholders entitled to notice of any meeting of Securityholders, the Trustee shall fix in advance a date as the record date for such determination, such date to be a business day not more than 10 days prior to the
date of the mailing of such notice as hereinabove provided. Only persons in whose name a Security of such series is registered upon the books of the Company on a record date fixed by the Trustee as aforesaid, or by the Company or the Securityholders
as in Section 8.03 provided, shall be entitled to notice of the meeting of Securityholders with respect to which such record date was so fixed. 
 SECTION 8.03. Call of Meeting by Company or Securityholders. In case at any time the Company or a Guarantor, if any, pursuant to a resolution of its Board of Directors, or the Holders of at
least 10 percent in aggregate principal amount of the Securities of any series then outstanding, shall have requested the Trustee to call a meeting of the Securityholders of such series to take any action authorized in Section 8.01 by written
request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of such meeting within 20 days after receipt of such request, then the Company, any such Guarantor or the Holders
of Securities of such series in the amount above specified may fix the record date with respect to, and determine the time and the place for, such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing
notice thereof as provided in Section 8.02. The record date fixed as provided in the preceding sentence shall be set forth in a written notice to the Trustee and shall be a business day not less than 15 nor more than 20 days after the date
on which such notice is sent to the Trustee. 
 SECTION 8.04. Who May Attend and Vote at Meeting. To be entitled to
vote at any meeting of Securityholders of any series, a person shall be a Holder of one or more Securities of such series. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders of any series shall be the
persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Company and its counsel, and any representatives of any Guarantor of such Securities and its counsel. When a
determination of Securityholders entitled to vote at any meeting of Securityholders has been made as provided in this Section 8.04, such determination shall apply to any adjournment thereof. 

  
 40 









 SECTION 8.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders of any series, in regard to proof of the holding of the Securities of such series and of the appointment of proxies, and in
regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except
as otherwise permitted or required by any such regulations, the holding of the Securities of such series shall be provided in the manner specified in Section 8.06. 
 The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in
Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a vote
of the Holders of a majority in Principal Amount of the Securities represented at the meeting and entitled to vote. 
 Subject
to the provisions of Section 7.04, at any meeting each Securityholder or proxy entitled to vote thereat shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of
Section 8.02 or 8.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. 
 At any meeting of Securityholders of any series, the presence of persons who held, or who are acting as proxy for persons who held, an aggregate Principal Amount of Securities of such series on the record
date for such meeting sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum, but, if less than a quorum is present, the persons holding or representing a majority in aggregate
Principal Amount of the Securities of such series represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present. 

SECTION 8.06. Manner of Voting at Meetings and Record to be Kept. The vote upon any resolution submitted to any meeting of
Securityholders of any series shall be by written ballots on each of which shall be subscribed the signature of the Securityholder or proxy casting such ballot and the identifying number or numbers of the Securities of such series held or
represented in respect of which such ballot is cast. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any vote by ballot 

  
 41 









 
taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 8.02. The record shall show the identifying numbers of the Securities of such series voting in favor of or against any resolution. Each counterpart of such record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the counterparts shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. 
 Any counterpart record so signed and verified shall be conclusive evidence of the matters therein stated and shall be the record referred to in clause (b) of Section 8.01. 

SECTION 8.07. Exercise of Rights of Trustee and Securityholders Not to be Hindered or Delayed. Nothing in this Article 8
contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or
rights conferred upon or reserved to the Trustee or to the Securityholders of any series under any of the provisions of this Indenture or of the Securities of such series. 
 ARTICLE 9 
 SUPPLEMENTAL INDENTURES 

SECTION 9.01. Supplemental Indentures Without Consent of Holders. The Company, the Guarantors, if any, and the Trustee may
amend or supplement this Indenture or the Securities of any series without the consent of any Holder: 
 (a) to cure any
ambiguity, defect or inconsistency in a manner that does not, individually or in the aggregate with all other changes, adversely affect the rights of any Holder of the Securities of any series in any material respect; 

(b) to provide for uncertificated Securities in addition to or in place of certificated Securities; 

(c) to evidence the assumption of the obligations of the Company or a Guarantor to the Holders of the Securities in the case of any
transaction pursuant to Article 10 hereof; 
 (d) to evidence and provide for the acceptance of appointment hereunder by a
successor trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee; 

(e) to make any change that would provide any additional rights or benefits to the Holders of all or any series of Securities or that
does not adversely affect the legal rights hereunder of any such Holder; 
 (f) to comply with requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 

  
 42 









 (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01
and 3.01; 
 (h) to secure the Company’s obligations in respect of the Securities of any series; 

(i) to add an additional Guarantor in respect of the Securities of any series. 

(j) in the case of convertible or exchangeable Securities of any series, subject to the provisions of the supplemental indenture for such
series of Securities, to provide for conversion rights, exchange rights and/or repurchase rights of Holders of such series of Securities in connection with any reclassification or change of the Company’s common stock or in the event of any
amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Company or its Subsidiaries substantially as an entirety occurs; 
 (k) in the case of convertible or exchangeable Securities of any series, to reduce the conversion price or exchange price applicable to such series of Securities; 

(l) in the case of convertible or exchangeable Securities of any series, to increase the conversion rate or exchange ratio in the manner
described in the supplemental indenture for such series of Securities, provided that the increase will not adversely affect the interests of the Holders of the Securities of such series in any material respect; or 

(m) any other action to amend or supplement the Indenture or the Securities of any series as set forth in the supplemental indenture
establishing the terms of the Securities of that series as provided in Section 3.01(b). 
 Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.04 hereof, the Trustee shall join with the Company and
the Guarantors, if any, in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not
be obligated to enter into such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. 
 SECTION 9.02. With Consent of Holders. Except as provided in the next succeeding paragraphs, this Indenture or the Securities may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate Principal Amount of all the Securities then outstanding affected by such supplemental indenture. 
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.04 hereof, the Trustee shall join with the Company and the Guarantors, if any, in the execution of
such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture. 

  
 43 









 It shall not be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 5.02(b), 5.04 and 5.07 hereof, the application of
or compliance with, either generally or in a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding
Securities of that series. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: 
 (a)
reduce the percentage in Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; 
 (b) change the Stated Maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); 
 (c) modify any of the provisions of this Section 9.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section 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 (c) will 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 9.02, Section 5.02(b), Section 5.04 and Section 4.06, or the deletion of this proviso,
in accordance with the requirements of Section 6.11; 
 (d) make any change to the rights of the Holders under Article 12
which adversely affects the Holders in any material respect, except as otherwise provided for in this Indenture; 
 (e) impair
the rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; 

(f) change in any manner adverse to the interests of the Holders of any outstanding Securities the terms and conditions of the
obligations of the Guarantors, if applicable, in respect of the due and punctual payment of the principal thereof (and premium, if any, thereon) and interest thereon or any additional amounts or any sinking fund or analogous payments provided in
respect thereof; 

  
 44 









 (g) make any change in this sentence of this Section 9.02; or 

(h) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the supplemental indenture
with respect to the Securities of that series as requiring the consent of each Holder affected thereby. 
 An amendment,
supplement or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 12 of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any Representative thereof
authorized to give a consent) consent to such change. 
 SECTION 9.03. Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company, each Guarantor, if any, and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 SECTION 9.04. Documents to Be Given to Trustee; Compliance with TIA. The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall be entitled to receive and conclusively rely
upon an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental indenture is permitted or authorized under and otherwise complies with the applicable provisions of this Indenture. Every such
supplemental indenture shall comply with the TIA. 
 SECTION 9.05. Notation on Securities in Respect of Supplemental
Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation approved by the Trustee as to form (but not as to substance) as to any matter
provided for by such supplemental indenture or as to any action taken at any such meeting. If the Company, any applicable Guarantor or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, endorsed by any such Guarantor, authenticated by the Trustee and delivered in
exchange for the Securities of such series then outstanding. 
 ARTICLE 10 

CONSOLIDATION, MERGER OR SALE OF ASSETS 
 SECTION 10.01. When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all
of its property or assets to, another Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless: 
 (a) the Company is the surviving entity or the Person formed by or surviving any such consolidation or merger or to which such sale, transfer, lease, conveyance or other disposition is made shall be a
Person organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture of the part of the Company to be performed or observed; 

  
 45 









 (b) immediately after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and 

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with. 
 SECTION 10.02. Successor Person Substituted. Upon any consolidation or
merger, or any sale, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 10.01 hereof, the successor Person formed by such consolidation or into or with which the
Company is merged or to which such sale, transfer, lease, conveyance or other disposition is made shall succeed to, and, except in the case of a lease, be substituted for (so that from and after the date of such consolidation, merger, sale,
transfer, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person), and may exercise every right and power of, the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein. 
 In case of any such consolidation, merger, sale,
transfer, lease, conveyance or other disposition such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. Notwithstanding the foregoing, (i) a consolidation or
merger by the Company with or into, or (ii) the sale, transfer, lease, conveyance or other disposition by the Company of all or substantially all of its property or assets to, one or more of its Subsidiaries shall not relieve the Company from
its obligations under this Indenture and the Securities. 
 SECTION 10.03. Opinion of Counsel to Trustee. The
Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, transfer, lease, conveyance or other disposition complies with the applicable
provisions of this Indenture. 

  
 46 









 ARTICLE 11 
 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. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of
Securities of any series to be redeemed as a whole or in part shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to
such Holders of Securities at their last addresses as they shall appear upon the registry books. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the
notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. 

The notice of redemption to each such Holder shall identify the Securities to be redeemed (including CUSIP numbers) and shall specify the
Principal Amount of each Security held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security is to be redeemed in part only
the notice of redemption shall state the portion of the Principal Amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities in Principal Amount equal
to the unredeemed portion thereof will be issued. 
 The notice of redemption of Securities of any series to be redeemed at the
option 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. 
 No later than 10:00 a.m. New York City time on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or
more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to redeem on the redemption date all the Securities of a series so called for redemption at the
appropriate redemption price, together with accrued interest to the date fixed for redemption. The Company will deliver to the Trustee at least 70 days prior to the date fixed for redemption an Officers’ Certificate stating the aggregate
Principal Amount of Securities of such series to be redeemed. 
 If less than all the Securities of a series are to be redeemed,
the Trustee shall select, either pro rata, by lot or by any other method it shall deem fair and reasonable, Securities to be redeemed in whole or in part. Securities may be redeemed in part only in denominations equal to the minimum authorized
denomination for Securities of that series or any integral multiple 

  
 47 









 
thereof. 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 Security redeemed or to be redeemed only in part, to
the portion of the Principal Amount of such Security which has been or is to be redeemed. 
 SECTION 11.03. Payment of
Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Company and any Guarantors shall default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue and, except as provided in Sections 6.05 and 13.06, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a Payment Office specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that any payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant Regular
Record Date subject to the terms and provisions of Section 3.05 hereof. 
 If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Security. 

Upon presentation of any Security redeemed in part only, the Company shall execute, the Guarantors, if any, shall, execute the Guarantees
endorsed thereon and the Trustee shall authenticate and make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations, in Principal Amount equal to the
unredeemed portion of the Security so presented. 
 ARTICLE 12 

SUBORDINATION 

SECTION 12.01. Agreement to Subordinate. The Company agrees, and each Holder by accepting such Security agrees, that, unless
otherwise specified as contemplated by Section 3.01 hereof, the indebtedness evidenced by such Security is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full, in cash or
cash equivalents, of all Senior Debt of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt.
Only Senior Debt of the Company shall rank senior to the Securities issued by the Company in accordance with the provisions set forth herein. The Securities of the Company shall in all respects rank pari passu with, or be senior to, all other
indebtedness of the Company. 

  
 48 









 SECTION 12.02. Liquidation; Dissolution; Bankruptcy. Unless otherwise specified
in a supplemental indenture with respect to a series of Securities, upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or dissolution of the Company or in a bankruptcy, winding up,
reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment by the Company for the benefit of its creditors or any marshaling of the assets and liabilities of the Company: 

(a) holders of Senior Debt of the Company shall be entitled to receive payment in full of all principal, premium (if any) and interest
due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not allowable as a claim in such proceeding) before Holders of the Securities of any
series issued by the Company shall be entitled to receive any payment with respect to such Securities; and 
 (b) until all
obligations with respect to Senior Debt (as provided in clause (a) above) are paid in full in cash or cash equivalents, any distribution to which Holders of Securities of such series would be entitled but for this Article 12 shall be made to
holders of Senior Debt as their interests may appear; except that Holders may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Article 13 hereof.

 SECTION 12.03. Default on Designated Senior Debt. (a) The Company may not make any payment or distribution
in respect of the Securities of any series or make any deposit pursuant to Section 13.05 and may not repurchase, redeem or otherwise retire any Securities of such series (collectively, “pay such Securities”), other than
(A) payments and distributions in the form of Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 13.04 hereof) if: 

 

	 	(i)	a default in the payment of any principal or other obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace period in the
agreement, indenture or other document governing such Designated Senior Debt (a “payment default”); or 

  

	 	(ii)	 a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of the Designated Senior Debt to
accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from the Company or the holders of such Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice with respect to
a series of Securities, no subsequent Payment Blockage Notice relating to such series of Securities shall be effective for purposes of this Section 12.03 unless and until (A) at least 360 days shall have elapsed since the delivery of the
immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, 



  
 49 










	 	
premium, if any, and interest, if any, on the Securities of such series that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 180 days. 


(b) The Company may and shall resume payments on and distributions in respect of the Securities of such series: 

 

	 	(i)	in the case of a payment default, on the date on which the payment default is cured or waived or such Designated Senior Debt is discharged or paid in full, and


  

	 	(ii)	in the case of a default referred to in clause (a)(ii) of this Section 12.03, on the earlier of (A) the date on which such default is cured or waived and
(B) 179 days after the date on which such Payment Blockage Notice is received, provided that the maturity of such Designated Senior Debt has not been accelerated. 


SECTION 12.04. Acceleration of Securities. If payment of the Securities of any series is accelerated because of an Event of
Default, the Company shall promptly notify holders of Designated Senior Debt (or their Representative) of the acceleration. 

SECTION 12.05. When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any
obligations with respect to the Securities of a series at a time when such payment is prohibited by Section 12.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to, the holders of Senior Debt of the Company (or their Representative), for application to the payment of all obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such
obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. 
 SECTION 12.06. Subrogation. After all Senior Debt of the Company is paid in full in cash or cash equivalents and until the Securities of a series issued by the Company are paid in full in cash
or cash equivalents, the Holders of Securities of such series shall be subrogated (equally and ratably with all other indebtedness ranking pari passu with the Securities of such series) to the rights of holders of Senior Debt of the Company to
receive distributions applicable to such Senior Debt. A distribution made under this Article 12 to holders of Senior Debt that otherwise would have been made to Holders of Securities is not, as between the Company and Holders, a payment by the
Company on such Securities. 
 SECTION 12.07. Relative Rights. This Article 12 defines the relative rights of
Holders of Securities and holders of Senior Debt of the Company. Nothing in this Indenture shall: 
 (a) impair, as between the
Company and the Holders of Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium, if any, and interest on the Securities in accordance with their terms; or 

  
 50 









 (b) prevent the Trustee or any Holder of Securities from exercising its available remedies
upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Securities. 

If the Company fails because of this Article 12 to pay principal of, premium, if any, or interest on a Security on the due date, the
failure is still a Default or Event of Default. 
 SECTION 12.08. Subordination May Not Be Impaired by the Company.
No right of any holder of any Senior Debt of the Company to enforce the subordination of the indebtedness evidenced by the Securities of the Company shall be impaired by any act or failure to act by the Company or by the failure of the Company to
comply with this Indenture. 
 SECTION 12.09. Distribution or Notice to Representative. Whenever a distribution is
to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative, if any. 
 SECTION 12.10. Rights of Trustee and Paying Agent. (a) Notwithstanding the provisions of this Article 12 or any other provisions of this Indenture, neither the Trustee nor any Paying
Agent shall be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee or such Paying Agent, and the Trustee and any such Paying Agent may continue to make payments and
distributions, on the Securities of any series, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice that the payment of any
obligations with respect to the Securities would violate this Article 12. The Company, any holder of Senior Debt of the Company or a Representative of a holder of Senior Debt may give such notice; provided that if the holders of Senior Debt have a
Representative, only the Representative may give such notice. 
 (b) The Trustee in its individual or any other capacity may
hold Senior Debt with the same rights it would have if it were not Trustee. The Registrar and any Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior
Debt of the Company which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in Article 12 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.07. 
 SECTION 12.11. Trustee Entitled To Rely.
Upon any payment or distribution of assets of the Company referred to in this Article 12, the Trustee and the Holders of the Securities of the relevant series shall be entitled to rely upon (i) any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (ii) a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to such Holders or
(iii) the Representative for the holders of Senior Debt of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or 

  
 51 









 
distribution, the holders of such Senior Debt 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 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of the Company to participate in any payment or
distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of the Company held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The provisions of Section 6.01 and Section 6.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12. 

SECTION 12.12. Authorization to Effect Subordination. Each Holder of Securities, by such Holder’s acceptance thereof,
authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination as provided in this Article 12, and appoints the Trustee to act as such
Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 5.09 hereof at least 30 days before the expiration
of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities. 
 SECTION 12.13. Trust Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of government obligations held in trust under
Article 13 by the Trustee for the payment of principal of and premium, if any, and interest on the Securities of any series shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article
12, and none of the Holders shall be obligated to pay over any such amount to the Company, any holder of Senior Debt of the Company or any other creditor of the Company. 
 SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Debt. The Trustee shall not be deemed by virtue of this Indenture to owe any fiduciary duty to the holders of Senior Debt and shall
not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Debt of the Company shall be entitled by virtue of this Article 12 or
otherwise. 
 SECTION 12.15. Reliance by Holders of Senior Debt on Subordination Provisions. Each Holder by
accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt of the Company, whether such Senior Debt was created or
acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior Debt. 

  
 52 









 ARTICLE 13 
 DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 13.01. Applicability of the
Article; Company’s Option to Effect Defeasance or Covenant Defeasance. Unless pursuant to Section 3.01 provision is made for the inapplicability of either or both of (a) defeasance of the Securities of a series under
Section 13.02 or (b) covenant defeasance of the Securities of a series under Section 13.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article, shall be applicable
to the Securities of such series, and the Company may, at its option, by resolution of the Board of Directors, at any time, elect to have either Section 13.02 or Section 13.03 applied to the outstanding Securities of a series upon
compliance with the conditions set forth below in this Article 13. 
 SECTION 13.02. Legal Defeasance and
Discharge. Upon the Company’s exercise of the option provided under Section 13.01 hereof to defease the outstanding Securities of a particular series under this Section 13.02, the Company and any Guarantors shall be deemed to have
been discharged from its obligations with respect to such outstanding Securities and related Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Securities of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 13.05 hereof and the other Sections of this Indenture referred to in clauses (i) and (ii) of this Section 13.02, and to have satisfied all its other obligations under such Securities and this Indenture (and the Trustee,
on demand of and at the expense of the Company shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities of such series to receive solely from the trust fund described in Section 13.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on
such Securities when such payments are due, (ii) the obligations of the Company or any Guarantor with respect to such Securities under Sections 3.06, 3.07, 3.08(a), 3.09, 3.11, and 13.05 hereof, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation, the Trustee’s rights under Section 6.07 hereof, and the obligations of the Company or any Guarantor in connection therewith and with this Article 13.
Subject to compliance with this Article 13, the Company may exercise its option under this Section 13.02 notwithstanding the prior exercise of its option under Section 13.03 hereof with respect to the Securities of such series.

 SECTION 13.03. Covenant Defeasance. Upon the Company’s exercise of the option provided under
Section 13.01 hereof to obtain a covenant defeasance with respect to the outstanding Securities of a particular series under this Section 13.03, the Company and any Guarantors shall be released from their obligations under the covenants
contained in Article 4 and Section 10.01 hereof and the covenants contained in any supplemental indenture applicable to such series, with respect to the outstanding Securities of such series on and after the date the conditions set forth
below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of such series shall thereafter be deemed not outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in 

  
 53 









 
connection with such covenants, but shall continue to be deemed outstanding for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities of such series, the Company or any Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 5.01(c) with respect to outstanding Securities of such series, but, except as specified above, the remainder of this Indenture and of the Securities of such series shall be unaffected thereby. 

SECTION 13.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either
Section 13.02 or Section 13.03 hereof to the outstanding Securities of a particular series: 
 (a) The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.10 who shall agree to comply with the provisions of this Article 13 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 such Securities, (i) an amount (in such currency, currencies or currency unit in which such
Securities and any related coupons are then specified as payable at Stated Maturity), or (ii) non-callable Government Securities 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, cash in U.S. Dollars in an amount, or (iii) a combination thereof, in such amounts as will be 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 other qualifying trustee) to pay and discharge the principal of (and premium, if any) and interest,
if any, on such outstanding Securities on the stated maturity date of such principal or installment of principal, or interest or premium, if any. 
 (b) In the case of an election under Section 13.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (ii) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred. 
 (c) In the case of an
election under Section 13.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Securities of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. 

  
 54 









 (d) No Default or Event of Default (or event that, with the giving of notice or lapse of
time or both would become an Event of Default) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 5.01(d) or 5.01(e) hereof is concerned, at any time in the
period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 
 (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the
Company or any Guarantor is a party or by which the Company or such Guarantor is bound (other than a breach, violation or default resulting from the borrowing of funds to be applied to such deposit). 

(f) The Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Company pursuant
to its election under Section 13.02 or 13.03 hereof was not made by the Company with the intent of preferring the Holders of the affected Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company, or others. 
 (g) Such Legal Defeasance or Covenant Defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. 
 (h) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the Legal Defeasance
under Section 13.02 hereof or the Covenant Defeasance under Section 13.03 hereof (as the case may be) have been complied with as contemplated by this Section 13.04. 

SECTION 13.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 13.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 13.04 hereof in respect of the outstanding Securities of a particular series shall be
held in trust and applied by the Trustee, in accordance with the provisions of such Securities, the Guarantees, if any, relating to such series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such money 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 cash or non-callable Government Securities deposited pursuant to Section 13.04 hereof 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 the outstanding Securities of such series. 
 Anything in this Article 13 to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company’s request any money or non-callable 

  
 55 









 
Government Securities held by it as provided in Section 13.04 hereof with respect to the Securities of any series which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 13.04(a) hereof), are in excess of the amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 13.06. Repayment to the Company or Guarantor. Any
money deposited with the Trustee or any Paying Agent, or then held by the Company or applicable Guarantor, in trust for the payment of the principal of (and premium, if any) and interest, if any, on any Security and remaining unclaimed for two years
after such principal, or interest or premium, if any, has become due and payable and was deposited with the Paying Agent shall be paid to the Company or such Guarantor on its written request or (if then held by the Company or such Guarantor) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or such Guarantor 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 or such Guarantor 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 The New York Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company or such Guarantor. 
 SECTION 13.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or non-callable Government Securities in accordance with Section 13.02 or 13.03 hereof, as
the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company and the applicable Guarantors under this Indenture, the
Securities and any Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.02 or 13.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 13.02 or 13.03 hereof, as the case may be; provided, however, that, if the Company or any Guarantor makes any payment of principal of, or interest or premium, if any, on any Security following the reinstatement of its
obligations, the Company or any Guarantor shall be subrogated to the rights of the Holders of such Security to receive such payment from the money held by the Trustee or Paying Agent. 

  
 56 









 ARTICLE 14 
 SATISFACTION AND DISCHARGE 
 SECTION 14.01. Satisfaction and Discharge of
Indenture. This Indenture shall upon a Company Request cease to be of further effect with respect to any series of Securities (except, as to any surviving rights of registration of transfer, exchange or conversion of Securities of such series
herein expressly provided for or in the form of Security for such series and any rights to receive payment of interest thereon), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when: 
 (a) either 

 

	 	(i)	all Securities of such series theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.09, and (B) Securities for whose payment money has theretofore been (x) deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 4.03(c) or (y) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or 


 

	 	(ii)	all such Securities not theretofore delivered to the Trustee for cancellation 


 

	 	(A)	have become due and payable (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by the Company (if applicable) or otherwise), or


  

	 	(B)	will become due and payable at their stated maturity within one year, or 

  

	 	(C)	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 (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, money in the amount in the currency or currency units in
which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, 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; 

 (b) the Company or a Guarantor, if any, has paid or caused to be paid all other sums payable hereunder by the Company or the Guarantors, if any; and 

(c) 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 6.07
and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this Section, the obligations of the Trustee under Section 14.02 and the last paragraph of Section 4.03 shall survive.


  
 57 









 SECTION 14.02. Application of Trust Money. Subject to the provisions of the last
paragraph of Section 4.03, all money deposited with the Trustee pursuant to Section 14.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Guarantees, if any, relating to such series of
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 premium, if any)
and interest, if any, for whose payment such money has been deposited with the Trustee. 
 ARTICLE 15 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS 

SECTION 15.01. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished
to the Trustee: 
 (a) semi-annually, not later than 15 days after the Regular Record Date for each series of Securities, a
list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities as of such Regular Record Date (unless the Trustee has such information), or if there is no Regular Record Date for interest for such
series of Securities, semi-annually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and 
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished; 
 provided, however, that so long as the Trustee is the Registrar, no such
list shall be required to be furnished. 
 SECTION 15.02. Preservation of Information; Communications to Holders.

 (a) 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 15.01 and the names and addresses of Holders received by the Trustee in its capacity as the Registrar. The Trustee may destroy any list furnished to it as
provided in Section 15.01 upon receipt of a new list so furnished. 
 (b) If three or more Holders (herein referred to as
“applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application (or since the first date of
the issuance for such Security, if the holding period is less than six months), and such application states that the applicants desire to communicate with other Holders with respect to their rights under this Indenture or under the Securities and is
accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either 

 

	 	(i)	afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 15.02(a); or 


 

	 	(ii)	inform such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time by the Trustee in accordance
with Section 15.02(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application. 


  
 58 









 If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 15.02(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days
after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the
best interest of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so
sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their application. 
 (c) Every Holder of Securities, by
receiving and holding the same, agrees with the Company, any applicable Guarantor and the Trustee that none of the Company, such Guarantors and the Trustee nor any of their respective agents shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance with Section 15.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 15.02(b). 
 SECTION 15.03. Reports by the Trustee.

 (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15th following the date of
this Indenture (commencing May 15, 20[ ]) deliver to Holders a brief report, dated as of such May 15th, which complies with the provisions of such Section 313(a). 

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange
upon which Securities of any series are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when any Securities are listed on any securities exchange and of any delisting thereof. 

  
 59 









 SECTION 15.04. Reports by the Company and Guarantors. The Company shall furnish
to the Trustee, within 15 days after it is required to file such annual and quarterly reports, information, documents and other reports with the Commission, copies of its annual report and of the information, documents and other reports (or copies
of such portions of any of the foregoing the Commission may by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided that any such annual
and quarterly reports, information, documents and other reports and information filed with the Commission may be provided by the Company to the Trustee electronically. The Company and any Guarantor shall comply with the other provisions of TIA
Section 314(a). Delivery of such information, documents and reports 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). At any time when the Company is
not subject to Section 13 or 15(d) of the Exchange Act, upon request of Holders and prospective purchasers of Securities thereof, the Company shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations. 
 ARTICLE 16 

MISCELLANEOUS PROVISIONS 
 SECTION 16.01. Incorporators, Stockholders, Members, Partners, Officers, Managers and Directors of Company or any Guarantor Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any Security of any series or any Guarantees, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or
future stockholder, member, partner, officer, manager or director, as such, of the Company, any Guarantor or any successor, either directly or through the Company, any Guarantor or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities of such series by the Holders thereof and as part of
the consideration for the issue of the Securities of such series. 
 SECTION 16.02. Provisions of Indenture for the Sole
Benefit of Parties and Holders. Except as set forth in Article 12 and Section 16.10, nothing in this Indenture or in the Securities of any series, expressed or implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and their successors and the Holders of the Securities of such series, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities. 

  
 60 









 SECTION 16.03. Successors and Assigns of Company or Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Company or any Guarantor shall bind their successors and assigns, whether so expressed or not. 

SECTION 16.04. Notices, Etc., to Trustee, the Company and Guarantors. 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 or a Guarantor, if any, shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at Union Bank, N.A., 350 California St., 11th Floor, San Francisco, CA 94104, Attention: Corporate Trust Dept. , facsimile 415-273-2492, or such other facsimile number as may be provided by the Trustee from time to time, and shall be deemed to have
been made at the time of actual receipt of such written notice or facsimile transmission thereof; provided that any delivery made or facsimile sent on a day other than a Business Day shall be deemed to be received on the next following
Business Day; or 


  

	 	(2)	the Company or a Guarantor, if any, by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in
writing to the Company or such Guarantor, as the case may be, addressed to it at the address specified in Schedule I hereto or at any other address or facsimile number previously furnished in writing to the Trustee by the Company or such Guarantor,
as the case may be, and shall be deemed to have been made at the time of delivery or facsimile transmission; provided that any delivery made or facsimile sent on a day other than a Business Day shall be deemed to be received on the next
following Business Day. 

 SECTION 16.05. Notices to Holders. Where this Indenture provides for notice
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 entitled thereto, at his last address as it appears in the Security Register. 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. The Trustee may waive notice
to it of any provision herein, and such waiver shall be deemed to be for its convenience and discretion. 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. 

  
 61 









 In case, by reason of the suspension of or irregularities in regular mail service, it shall
be impracticable to mail notice to the Company, any Guarantor and Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice. 
 SECTION 16.06. Officers’ Certificates and Opinions of
Counsel; Statements to Be Contained Therein. Upon any application or demand by the Company or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company or such Guarantor, as the case may be, shall
furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular
application or demand, no additional certificate or opinion need be furnished. 
 Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or
condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person,
he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with. 
 Any certificate, statement or opinion of an officer of the Company
or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or Opinion of Counsel may be based, insofar as it relates
to factual matters or information which is in the possession of the Company, upon the certificate, statement or opinion of or representations by an officer or officers of the Company or such Guarantor, as the case may be, unless such counsel knows
that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous. 
 Any certificate, statement or opinion of an officer or counsel of the Company or any Guarantor may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company or such Guarantor, as the case may be, unless such officer or counsel knows that
the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous. 

  
 62 









 Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent within the meaning of the Securities Act and the rules and regulations promulgated thereunder. 
 SECTION 16.07. Payments Due on Saturdays, Sundays and Holidays. If the Stated Maturity of interest on or principal of the Securities of a particular series or the date fixed for redemption of
any Security shall not be a Business Day, then payment of interest or principal with respect to such Securities need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date
of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. 

SECTION 16.08. Conflict of Any Provision of Indenture with Trust Indenture Act. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act (an “incorporated provision”), such incorporated provision
shall control. 
 SECTION 16.09. New York Law to Govern. This Indenture, the Securities of any series and the
Guarantees, if any, shall each be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of
conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. 

SECTION 16.10. Third Party Beneficiaries. Holders of Securities of the Company are third party beneficiaries of this
Indenture, and any of them (or their representative) shall have the right to enforce the provisions of this Indenture that benefit such Holders. 
 SECTION 16.11. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the
same instrument. 
 SECTION 16.12. Effect of Headings. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 16.13. Severability. If
any provision hereof shall be held to be invalid, illegal or unenforceable under applicable law, then the remaining provisions hereof shall be construed as though such invalid, illegal or unenforceable provision were not contained herein.

 SECTION 16.14. Patriot Act Compliance. The parties hereto acknowledge that in accordance with Section 326 of
the USA Patriot Act the Trustee, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens account with the Trustee. The parties to
this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA Patriot Act. 

  
 63 









 SIGNATURES 
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of [            ], 20[    ].

  

			
	ALPHA NATURAL RESOURCES, INC., as Company
		
	By:	 	  

		 	Name:
		 	Title:
	
	A.T. MASSEY COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALEX ENERGY, Inc., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALLIANCE COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 64 









 
			
	ALPHA AMERICAN COAL COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA AMERICAN COAL HOLDING, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA APPALACHIA HOLDINGS, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA APPALACHIA SERVICES, INC., LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 65 









 
			
	ALPHA, AUSRTALIA, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA, AUSTRALIA SERVICES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA COAL RESOURCES COMPANY, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA COAL SALES CO., LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA COAL WEST, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 66 









 
			
	ALPHA ENERGY SALES, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA EUROPEAN SALES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA GAS AND OIL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA INDIA, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA LAND AND RESERVES, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 67 









 
			
	ALPHA MIDWEST HOLDING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA NATURAL RESOURCES, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA NATURAL RESOURCES INTERNATIONAL, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA NATURAL RESOURCES SERVICES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 68 









 
			
	ALPHA PA COAL TERMINAL, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA SHIPPING AND CHARTERING, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA SUB ONE, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA SUB TWO, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA SUB THREE, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 69 









 
			
	ALPHA SUB FOUR, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA SUB FIVE, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPHA TERMINAL COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 70 









 
			
	ALPHA WYOMING LAND COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	AMFIRE, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	AMFIRE HOLDINGS, LLC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	AMFIRE MINING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	AMFIRE WV, L.P., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 71 









 
			
	APPALACHIA COAL SALES COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	APPALACHIA HOLDING COMPANY as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ARACOMA COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	AXIOM EXCAVATING AND GRADING SERVICES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 72 









 
			
	BANDMILL COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BANDYTOWN COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BARBARA HOLDINGS INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BARNABUS LAND COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BELFRY COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 73 









 
			
	BEN CREEK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BIG BEAR MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BLACK DOG COAL, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BLACK KING MINE DEVELOPMENT CO., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BLACK MOUNTAIN RESOURCES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 74 









 
			
	BOONE EAST DEVELOPMENT CO., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BOONE ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BOONE WEST DEVELOPMENT CO., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BROOKS RUN MINING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	BUCHANAN ENERGY COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 75 









 
			
	BULL MOUNTAIN MINING CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CALLAWAY LAND AND RESERVES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CASTLE GATE HOLDING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CENTRAL PENN ENERGY COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 76 









 
			
	CENTRAL WEST VIRGINIA ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CERES LAND COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CLEAR FORK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CLOVERLICK MANAGEMENT, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	COAL GAS RECOVERY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 77 









 
			
	COBRA NATURAL RESOURCES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CORAL ENERGY SERVICES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CRYSTAL FUELS COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CUMBERLAND COAL RESOURCES, LP, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	CUMBERLAND EQUIPMENT CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 78 









 
			
	CUMBERLAND RESOURCES CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DEHUE COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DELBARTON MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DELTA MINE HOLDING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DEMETER LAND COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 79 









 
			
	DICKENSON-RUSSELL COAL COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DICKENSON-RUSSELL LAND AND RESERVES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DORCHESTER ASSOCIATES LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DOUGLAS POCAHONTAS COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DRIH CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 80 









 
			
	DRY SYSTEMS TECHNOLOGIES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	DUCHESS COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	EAGLE ENERGY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ELK RUN COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	EMERALD COAL RESOURCES, LP, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 81 









 
			
	EN ROUTE LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ENERGY DEVELOPMENT CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ENTERPRISE LAND AND RESERVES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ENTERPRISE MINING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ESPERANZA COAL CO., LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 82 










			
	FOGLESONG ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	FOUNDATION MINING, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	FOUNDATION PA COAL COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	FOUNDATION ROYALTY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	FREEPORT MINING, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 83 










			
	FREEPORT RESOURCES COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	GOALS COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	GREEN VALLEY COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	GREAYEAGLE COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	HADEN FARMS, INC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 84 










			
	HANNA LAND COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	HARLAN RECLAMATION SERVICES LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	HAZY RIDGE COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	HERNDON PROCESSING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 85 










			
	HIGHLAND MINIGN COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	HOPKINS CREEK COAL COMPANY as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	INDEPENDENCE COAL COMPANYN, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	JACKS BRANCH COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	JAY CREEL HOLDING, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 86 










			
	JOBONER COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	JST LAND COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	JST MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	JST RESOURCES LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	KANAWHA ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 87 










			
	KEPLER PROCESSING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	KINGSTON MINING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	KINGSTON PROCESSING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	KINGSTON RESOURCES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	KINGWOOD MINING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 88 










			
	KNOX CREEK COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	LAUREL CREEK CO., INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	LAUREN LAND COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	LAXARE, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	LITWAR PROCESSING COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 89 










			
	LOGAN COUNTY MINE SERVICES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	LONG FORK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	LYNN BRANCH COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MAGGARD BRANCH COAL LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MAJESTIC MINING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 90 










			
	MAPLE MEADOW MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MARFORK COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MARTIN COUNTY COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MAXXIM REBUILD CO., LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MAXXIM SHARED SERVICES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 91 










			
	MAXXUM CARBON RESOURCES, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MCDOWELL-WYOMING COAL COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MEADOW BRANCH COAL LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	MILL BRANCH COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 92 










			
	MOUNTAIN MANAGEMENT, INCORPORATED, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NEW MARKET LAND COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NEW RIDGE MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NEW RIVER ENERGY CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 93 










			
	NEWEAGLE COAL SALES CORP., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NEWEAGLE DEVELOPMENT CORP., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NEWEAGLE INDUSTRIES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NEWEAGLE MINING CORP., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NICCO CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 94 










			
	NICEWONDER CONTRACTING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NICHOLAS ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NINE MILE SPUR LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	NORTH FORK COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ODELL PROCESSING INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 95 










			
	OMAR MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PALLADIAN LIME, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PARAMONT COAL COMPANY VIRGINIA, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PAYNTER BRANCH MINING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PEERLESS EAGLE COAL CO., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 96 










			
	PENNSYLVANIA LAND HOLDINGS COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PENNSYLVANIA SERVICES CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PERFORMANCE COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PETER CAVE MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 97 










			
	PIGEON CREEK PROCESSING CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PILGRIM MINING COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PIONEER FUEL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PIONEER MINING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PLATEAU MINING CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 98 










			
	POWELL RIVER RESOURCES CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	POWER MOUNTAIN COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	PREMIUM ENERGY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RAVEN RESOURCES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RAWL SALES & PROCESSING CO., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 99 










			
	RED ASH SALES COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RESOURCE DEVELOPMENT LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RESOURCE LAND COMPANY LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RIVER PROCESSING CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RIVEREAGLE CORP., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 100










			
	RIVERSIDE ENERGY COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RIVERTON COAL PRODUCTION INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RIVERTON COAL SALES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ROAD FORK DEVELOPMENT COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 101










			
	ROBINSON-PHILLIPS COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ROCKSPRING DEVELOPMENT, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RODA RESOURCES LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	ROSTRAVER ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RUHRKOHLE TRADING CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 102










			
	RUM CREEK COAL SALES, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	RUSSEL FORK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SC COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SCARLET DEVELOPMENT COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SHANNON-POCAHONTAS COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 103










			
	SHANNON-POCAHONTAS MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SHENANDOAH CAPITAL MANAGEMENT CORP., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SIDNEY COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SIMMONS FORK MINING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 104










			
	SOLOMONS MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SPARTAN MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	STILLHOUSE MINING LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	STIRRAT COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	STONE MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 105










			
	SUPPORT MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	SYCAMORE FUELS, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	T.C.H. COAL CO., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	TALON LOADOUT COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	TENNESSEE CONSOLIDATED COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 106










			
	TENNESSEE ENERGY CORP., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	TOWN CREEK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRACE CREEK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	TUCSON LIMITED LIABILITY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	TWIN STAR MINING, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 107










			
	VANTAGE MINING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	VIRGINIA ENERGY COMPANY, LLC, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	WABASH MINE HOLDING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	WARRICK HOLDING COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 108










			
	WEST KENTUCKY ENERGY COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	WHITE BUCK COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	WHITE FLAME ENERGY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	WILLIAMS MOUNTAIN COAL COMPANY, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	WINIFREDE COAL CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 109










			
	WYOMAC COAL COMPANY, INC., as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 110










			
	UNION BANK, N.A., as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
 111









 Schedule I 

 

			
	 Guarantor
	  	 Address and Telephone

	Alpha Natural Resources, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	A.T. Massey Coal Company, Inc.	  	 P.O Box 457
 Whitesville, WV 25209
 (304) 854-1852

		
	Alex Energy, Inc.	  	 5363 Leivasy Road
 P.O. Box 190
 Leivasy, WV 26676

(304) 846-6600

		
	Alliance Coal Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha American Coal Company, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha American Coal Holding, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Appalachia Holdings, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Appalachia Services, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Australia Services, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Australia LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Coal Resources Company, LLC	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500



  
 1 









			
	 Guarantor
	  	 Address and Telephone

	Alpha Coal Sales Co., LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Alpha Coal West, Inc.	  	 2273 Bishop Road
 Gillette, WY 82718
 (307) 687-3400

		
	Alpha Energy Sales, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha European Sales, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Gas and Oil Company	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Alpha India, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Land and Reserves, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Midwest Holding Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Natural Resources International, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Natural Resources, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Natural Resources Services, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410



  
 2 









			
	 Guarantor
	  	 Address and Telephone

	Alpha PA Coal Terminal, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Shipping and Chartering, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Sub One, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Sub Two, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Sub Three, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Sub Four, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Sub Five, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Terminal Company, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Alpha Wyoming Land Company, LLC	  	 2273 Bishop Road
 Gillette, WY 82718
 (307) 687-3400

		
	AMFIRE, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	AMFIRE Holdings, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	AMFIRE Mining Company, LLC	  	 One Energy Place
 Suite 2800
 Latrobe, PA 15650

(724) 537-5731



  
 3 









			
	 Guarantor
	  	 Address and Telephone

	AMFIRE WV, L.P.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Appalachia Coal Sales Company, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Appalachia Holding Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Aracoma Coal Company, Inc.	  	 P.O. Box 1098
 Holden, WV 25625
 (304) 239-2300

		
	Axiom Excavating and Grading Services, LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Bandmill Coal Corporation	  	 P. O. Box 1076
 Holden, WV 25654
 (304) 792-2166

		
	Bandytown Coal Company	  	 P.O. Box 777
 Uneeda, WV 25205
 (304) 837-7009

		
	Barbara Holdings Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Barnabus Land Company	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Belfry Coal Corporation	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Ben Creek Coal Company	  	 119 North, South 2 Road
 P.O. Box 1098
 Holden, WV 25625

(304) 239-2300

		
	Big Bear Mining Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410



  
 4 









			
	 Guarantor
	  	 Address and Telephone

	Black Dog Coal, LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Black King Mine Development Co.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Black Mountain Resources LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Boone East Development Co.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Boone Energy Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Boone West Development Co.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Brooks Run Mining Company, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Buchanan Energy Company, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Bull Mountain Mining Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Callaway Land and Reserves, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Castle Gate Holding Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Central Penn Energy Company, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410



  
 5 









			
	 Guarantor
	  	 Address and Telephone

	Central West Virginia Energy Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Ceres Land Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Clear Fork Coal Company	  	 P.O. Box 457
 Whitesville, WV 25209
 (304) 854-1852

		
	Cloverlick Management LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Coal Gas Recovery, LLC	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Cobra Natural Resources, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Coral Energy Services, LLC	  	 2409 Power Plant Road
 Homer City, PA 15748
 (724) 479-1113

		
	Crystal Fuels Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Cumberland Coal Resources, LP	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Cumberland Equipment Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Cumberland Resources Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Dehue Coal Company	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Delbarton Mining Company	  	 P.O. Box 1098
 Holden, WV 25625
 (304)
239-2300



  
 6 









			
	 Guarantor
	  	 Address and Telephone

	Delta Mine Holding Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Demeter Land Company	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Dickenson-Russell Coal Company, LLC	  	 7546 Gravel Lick Road
 Cleveland, VA 24225
 (276) 889-6100

		
	Dickenson-Russell Land and Reserves, LLC	  	 7546 Gravel Lick Road
 Cleveland, VA 24225
 (276) 889-6100

		
	Dorchester Associates LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Douglas Pocahontas Coal Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	DRIH Corporation	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Dry Systems Technologies, Inc.	  	 8102 Lemont Road
 Suite 700
 Woodridge, IL 60516

(630) 427-2051

		
	Duchess Coal Company	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Eagle Energy, Inc.	  	 P.O. Box 777
 Uneeda, WV 25205
 (304) 837-7009

		
	Elk Run Coal Company, Inc.	  	 P.O. Box 457
 Whitesville, WV 25209
 (304) 854-1852

		
	Emerald Coal Resources, LP	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	En Route LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410



  
 7 









			
	 Guarantor
	  	 Address and Telephone

	Energy Development Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Enterprise Land and Reserves, LLC.	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Enterprise Mining Company, LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Esperanza Coal Co., LLC	  	 7546 Gravel Lick Road
 Cleveland, VA 24225
 (276) 889-6100

		
	Foglesong Energy Company	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Foundation Mining, LLC	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Foundation PA Coal Company, LLC	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Foundation Royalty Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Freeport Mining, LLC	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Freeport Resources Company, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Goals Coal Company	  	 P.O. Box 309
 Naoma, WV 25140
 (304) 752-7850

		
	Green Valley Coal Company	  	 5363 Leivasy Road
 P.O. Box 190
 Leivasy, WV 26676

(304) 846-6600



  
 8 









			
	 Guarantor
	  	 Address and Telephone

	Greyeagle Coal Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Haden Farms	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Hanna Land Company, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Harlan Reclamation Services LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Hazy Ridge Coal Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Herndon Processing Company, LLC	  	 P.O. Box 399
 Bud, WV 24716
 (304) 294-4565

		
	Highland Mining Company	  	 P.O. Box 1098
 Holden, WV 25625
 (304) 239-2300

		
	Hopkins Creek Coal Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Independence Coal Company, Inc.	  	 782 Robinson Creek Rd.
 Madison, WV 25130
 (304) 369-7103

		
	Jacks Branch Coal Company	  	 P.O. Box 777
 Uneeda, WV 25205
 (304) 837-7009

		
	Jay Creek Holding, LLC	  	 P.O. Box 3039
 Gillette, WY 82717
 (307) 689-3462

		
	Joboner Coal Company	  	 P.O. Box 457
 Whitesville, WV 25209
 (304) 854-1852

		
	JST Land Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410



  
 9 









			
	 Guarantor
	  	 Address and Telephone

	JST Mining Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	JST Resources LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Kanawha Energy Company	  	 315 70th Street, Suite 200
 Charleston, WV 25304
 (304) 854-1890

		
	Kepler Processing Company, LLC	  	 Route 97-W
 Pineville, WV 24874
 (304) 732-6452

		
	Kingston Mining, Inc.	  	 600 Resource Drive
 Scarbro, WV 25917
 (606) 642-3920

		
	Kingston Processing, Inc.	  	 600 Resource Drive
 Scarbro, WV 25917
 (606) 642-3920

		
	Kingston Resources, Inc.	  	 600 Resource Drive
 Scarbro, WV 25917
 (606) 642-3920

		
	Kingwood Mining Company, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Knox Creek Coal Corporation	  	 7546 Gravel Lick Road
 Cleveland, VA 24225
 (276) 889-6100

		
	Laurel Creek Co., Inc.	  	 Right Fork Camp Creek
 P.O. Box 390
 East Lynn, WV 25512

(304) 849-4557

		
	Lauren Land Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Laxare, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Litwar Processing Company, LLC	  	 P.O. Box 727
 HCR 60, War Branch Road
 Iaeger, WV 24844

(304) 938-3325



  
 10 










			
	 Guarantor
	  	 Address and Telephone

	Logan County Mine Services, Inc.	  	 119 North, South 2 Road
 P.O. Box 1098
 Holden, WV 25625

(304) 239-2300

		
	Long Fork Coal Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Lynn Branch Coal Company, Inc.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Maggard Branch Coal LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Majestic Mining, Inc.	  	 315 70th Street, Suite 200
 Charleston, WV 25304
 (304) 854-1890

		
	Maple Meadow Mining Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Marfork Coal Company, Inc.	  	 P.O. Box 457
 Whitesville, WV 25209
 (304) 854-1852

		
	Martin County Coal Corporation	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Maxxim Rebuild Co., LLC	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Maxxim Shared Services, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Maxxum Carbon Resources, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	McDowell-Wyoming Coal Company, LLC	  	 Route 97-W
 P.O. Box 1530
 Pineville, WV 24874

(304) 732-6452



  
 11 










			
	 Guarantor
	  	 Address and Telephone

	Meadow Branch Coal LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Mill Branch Coal Corporation	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Mountain Management, Incorporated	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	New Market Land Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	New Ridge Mining Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	New River Energy Corporation	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Neweagle Coal Sales Corp.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Neweagle Development Corp.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Neweagle Industries, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Neweagle Mining Corp.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Nicco Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Nicewonder Contracting, Inc.	  	 208 Business Street
 Beckley, WV 25801
 (304)
256-1015



  
 12 










			
	 Guarantor
	  	 Address and Telephone

	Nicholas Energy Company	  	 315 70th Street, Suite 200
 Charleston, WV 25304
 (304) 854-1890

		
	Nine Mile Spur LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	North Fork Coal Corporation	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Odell Processing Inc.	  	 Right Fork Camp Creek
 P.O. Box 390
 East Lynn, WV 25512

(304) 849-4557

		
	Omar Mining Company	  	 782 Robinson Creek Rd.
 Madison, WV 25130
 (304) 369-7103

		
	Palladian Lime, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Paramont Coal Company Virginia, LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Paynter Branch Mining, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Peerless Eagle Coal Co.	  	 315 70th Street, Suite 200
 Charleston, WV 25304
 (304) 854-1890

		
	Pennsylvania Land Holdings Company, LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Pennsylvania Services Corporation	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Performance Coal Company	  	 P.O. Box 457
 Whitesville, WV 25209
 (304) 854-1852

		
	Peter Cave Mining Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606)
218-9101



  
 13 










			
	 Guarantor
	  	 Address and Telephone

	Pigeon Creek Processing Corporation	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Pilgrim Mining Company, Inc.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Pioneer Fuel Corporation	  	 600 Resource Drive
 Scarbro, WV 25917
 (606) 642-3920

		
	Pioneer Mining, Inc.	  	 600 Resource Drive
 Scarbro, WV 25917
 (606) 642-3920

		
	Plateau Mining Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Powell River Resources Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Power Mountain Coal Company	  	 P.O. Box 707
 Summersville, WV 26651
 (304) 872-5065

		
	Premium Energy, LLC	  	 119 North, South 2 Road
 P.O. Box 1098
 Holden, WV 25625

(304) 239-2300

		
	Raven Resources, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Rawl Sales & Processing Co.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Red Ash Sales Company, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Resource Development LLC	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Resource Land Company LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276)
679-7062



  
 14 










			
	 Guarantor
	  	 Address and Telephone

	River Processing Corporation	  	 158 Portal Road
 P.O. Box 1020
 Waynesburg, PA 15370

(724) 627-7500

		
	Rivereagle Corp.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Riverside Energy Company, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Riverton Coal Production Inc.	  	 P. O. Box 261
 Julian, WV 25529
 (304) 369-8848

		
	Riverton Coal Sales, Inc.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA 24209

(276) 619-4410

		
	Road Fork Development Company, Inc.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Robinson-Phillips Coal Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Rockspring Development, Inc.	  	 Right Fork Camp Creek
 P.O. Box 390
 East Lynn, WV 25512

(304) 849-4557

		
	Roda Resources LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7020

		
	Rostraver Energy Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Ruhrkohle Trading Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Rum Creek Coal Sales, Inc.	  	 P.O. Box 1098
 Holden, WV 25625
 (304) 752-7850

		
	Russell Fork Coal Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606)
218-9101



  
 15 










			
	 Guarantor
	  	 Address and Telephone

	SC Coal Corporation	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Scarlet Development Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Shannon-Pocahontas Coal Corporation	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Shannon-Pocahontas Mining Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Shenandoah Capital Management Corp.	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Sidney Coal Company, Inc.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Simmons Fork Mining, Inc.	  	 600 Resource Drive
 Scarbro, WV 25917
 (606) 642-3920

		
	Solomons Mining Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Spartan Mining Company	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Stillhouse Mining LLC	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Stirrat Coal Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Stone Mining Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Support Mining Company	  	 782 Robinson Creek Rd.
 Madison, WV 25130
 (304) 369-7103

		
	Sycamore Fuels, Inc.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606)
218-9101



  
 16 










			
	 Guarantor
	  	 Address and Telephone

	T.C.H Coal Co.	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Talon Loadout Company	  	 P.O. Box 777
 Uneeda, WV 25205
 (304) 837-7009

		
	Tennessee Consolidated Coal Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Tennessee Energy Corp.	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Town Creek Coal Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Trace Creek Coal Company	  	 119 North, South 2 Road
 P.O. Box 1098
 Holden, WV 25625

(304) 239-2300

		
	Tucson Limited Liability Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Twin Star Mining, Inc.	  	 119 North, South 2 Road
 P.O. Box 1098
 Holden, WV 25625

(304) 239-2300

		
	Vantage Mining Company	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101

		
	Virginia Energy Company, LLC	  	 208 Business Street
 Beckley, WV 25801
 (304) 256-1015

		
	Wabash Mine Holding Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	Warrick Holding Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410



  
 17 










			
	 Guarantor
	  	 Address and Telephone

	West Kentucky Energy Company	  	 One Alpha Place
 P.O. Box 16429
 Bristol, VA, 24209

(276) 619-4410

		
	White Buck Coal Company	  	 5363 Leivasy Road
 P.O. Box 190
 Leivasy, WV 26676

(304) 846-6600

		
	White Flame Energy, Inc.	  	 119 North, South 2 Road
 P.O. Box 1098
 Holden, WV 25625

(304) 239-2300

		
	Williams Mountain Coal Company	  	 300 Running Right Way
 P.O. Box 261
 Julian, WV 25529

(304) 369-8846

		
	Winifrede Coal Corporation	  	 5703 Crutchfield Drive
 Norton, VA 24273
 (276) 679-7062

		
	Wyomac Coal Company, Inc	  	 484 Tollage Creek Road
 Pikeville, KY 41501
 (606) 218-9101



  
 18