Exhibit 4.1

EXECUTION VERSION

PG&E CORPORATION

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as

TRUSTEE

Indenture

Dated as of June 23, 2020

TABLE OF CONTENTS

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INDENTURE

THIS INDENTURE (this “Indenture”) is made as of June 23, 2020, between PG&E CORPORATION, a corporation duly organized and existing under the laws of the State of California (herein called the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its secured senior 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 this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; and

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

Certain terms, used principally in Article Six, are defined in that Article.

“A/R Securitization Assets” means (i) any accounts receivable, notes receivable, rights to future accounts receivable, notes receivable or residuals or other similar rights to payments due or any other rights to payment or related assets in respect of the provision of gas and electric service to consumers or otherwise (whether then existing or arising in the future) of the Company or any of its Subsidiaries and the proceeds thereof and (ii) all collateral securing such receivable or asset, all contracts and contract rights, guarantees or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such receivables or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted) together with receivables or assets in connection with a securitization transaction involving such assets.

“A/R Securitization Subsidiary” means PG&E AR Facility, LLC and any other Subsidiary formed and operating solely for the purpose of entering into A/R Securitization Transactions and engaging in activities ancillary thereto.

“A/R Securitization Transaction” means any financing transaction or series of financing transactions entered into by any Subsidiary of the Company pursuant to which such Subsidiary may sell, convey or otherwise transfer to any Person (including, without limitation, an A/R Securitization Subsidiary), or may grant a security interest in any A/R Securitization Assets and that are (other than to the extent of the Standard A/R Securitization Obligations) non-recourse to the Company or any of its Subsidiaries (other than an A/R Securitization Subsidiary).

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

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

“Authenticating Agent” means any Person or Persons authorized by the Trustee to authenticate one or more series of Securities.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time or upon the occurrence of a subsequent condition. The term “Beneficially Own” has a corresponding meaning. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of the officers and/or directors of the Company appointed by that board.

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

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“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banking institutions in The City of New York, New York or San Francisco, California are required or authorized by law or other governmental action to be closed.

“Capital Lease Obligations” means, with respect to any Person, all lease obligations of such Person required to be classified and accounted for as capital leases on the balance sheet of such Person under GAAP. The amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock.

“Certificate of a Firm of Independent Public Accountants” means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

“Change of Control” means the occurrence of one or more of the following events:

“Collateral” means, with respect to Securities of any series, all the assets and properties subject to the Liens created by the Collateral Documents with respect to such series of Securities together with its successors and permitted assigns.

“Collateral Agent” means, with respect to Securities of any series, any Person appointed as collateral agent under this Indenture and the Collateral Documents with respect to such series of Securities.

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“Collateral Documents” means, with respect to Securities of any series, such agreements, instruments and documents that are intended to create, perfect or evidence Liens to secure Securities of such series issued hereunder, including, without limitation, all security agreements, pledge agreements, loan agreements, notes, guarantees, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, financing statements and all other written matter whether heretofore, now or hereafter executed by the Company or any of its Subsidiaries and delivered to the Collateral Agent for its benefit and the benefit of the Trustee and the Holders of Securities of such series, as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed from time to time.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“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, a Vice President, its Chief Financial Officer, its Treasurer or an Assistant Treasurer, and delivered to the Trustee.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at 400 South Hope Street, Suite 500, Los Angeles, California 90071.

“Corporation” includes corporations, partnerships, limited liability companies, associations, companies and business trusts.

“Covenant Defeasance” has the meaning specified in Section 503.

“Default” means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute an Event of Default.

“Defaulted Interest” has the meaning specified in Section 305.

“Depositary” means, unless otherwise specified by the Company pursuant to either Section 203 or 301, with respect to Securities of any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act, or other applicable statute or regulation.

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the date 91 days after the final maturity date of the relevant series of Securities.

“Event of Default” has the meaning specified in Section 601.

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

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time. Notwithstanding any other provision contained in this Indenture, all terms of an accounting or financial nature used in this description shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016 02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015.

“Global Security” means, with respect to any series of Securities issued hereunder, a Security that is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with Section 203 of this Indenture and any indenture supplemental hereto.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any debt of another Person. When used as a verb, “Guarantee” has a correlative meaning.

“Guarantee Obligation” means, with respect to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that Guarantees any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing Person, regardless of whether contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof or (v) to reimburse or indemnify an issuer of a letter of credit, surety bond or guarantee issued by such issuer in respect of primary obligations of a primary obligor other than the Issuer or any Significant Subsidiary; provided, however, that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing Person’s reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.

“Guarantor” means any Subsidiary of the Company that Guarantees the obligations of the Company under the Securities and under this Indenture pursuant to a Subsidiary Guarantee provided in accordance with Article Fourteen, in each case, until such Subsidiary Guarantee has been released in accordance with Article Fourteen.

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“Holder” when used with respect to any Security, means the Person in whose name the Security is registered in the Security Register.

“Indebtedness” means, with respect to any Person at any date, without duplication:

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

The amount of Indebtedness at any date will be the outstanding balance at such date of all unconditional obligations as described above and, upon the occurrence of the contingency giving rise to the obligation, the maximum liability of any contingent obligations of the types specified in the preceding clauses (a) through (h) at such date; provided that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.

Notwithstanding the foregoing, the following shall not constitute “Indebtedness”:

(i) accrued expenses and trade accounts payable arising in the ordinary course of business;

(ii) any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or U.S. Government Securities (in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness;

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(iii) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, earnouts, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of any business, assets or Capital Stock;

(iv) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such obligation is extinguished within five Business Days of its incurrence;

(v) any Treasury Management Arrangement;

(vi) any Non-Recourse Debt;

(vii) any obligations under an A/R Securitization Transaction; and

(viii) any obligation arising out of advances on trade receivables, factoring of receivables, customer prepayments and similar transactions in the ordinary course of business.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the particular series of Securities established as contemplated by Section 301.

“Interest Payment Date” when used with respect to any series of Securities, means the dates established for the payment of interest thereon, as provided in the supplemental indenture for such series.

“Legal Defeasance” has the meaning specified in Section 502.

“Lien” means, with respect to any property or assets, including Capital Stock, any mortgage, lien, pledge, security interest or other encumbrance; provided, however, that the term “Lien” does not mean any easements, rights-of-way, restrictions and other similar encumbrances and encumbrances consisting of zoning restrictions, leases, subleases, restrictions on the use of property or defects in title.

“Material Credit Facility” means any credit facility pursuant to which the Company could be liable for obligations to any Person in respect of Indebtedness having an aggregate principal amount in excess of $10.0 million (regardless of whether such indebtedness has been incurred).

“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.

“Non-Recourse Debt” means Indebtedness of the Company or any of its Significant Subsidiaries that is incurred in connection with the acquisition, construction, sale, transfer or other disposition of specific assets, to the extent recourse, whether contractual or as a matter of law, for non-payment of such Indebtedness is limited (a) to such assets, or (b) if such assets are (or are to be) held by a Subsidiary formed solely for such purpose, to such Subsidiary or the Capital Stock of such Subsidiary.

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“Officer” means, with respect to any Person, the Chairman of the board of directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Chief Operating Officer, the President, the Treasurer, the Secretary or any Vice President, in each case, of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, that meets the requirements set forth in Section 102.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee and/or the Collateral Agent, that meets the requirements of this Indenture. Such legal counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Outstanding” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation pursuant to this Indenture;

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company), in either case pursuant to this Indenture, in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities that have been paid or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and

(4) Securities, or portions thereof, converted into or exchanged for another security if the terms of such Securities provide for such conversion or exchange;

provided, however, that in determining, during any period in which any Securities of a series are owned by any Person other than the Company or any Affiliate thereof, whether the Holders of the requisite principal amount of Outstanding Securities of such series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities of such series owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that the Trustee knows to be so owned by the Company or an Affiliate of the Company in the above circumstances shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any Affiliate of the Company.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

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

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“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 304 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day.

“Responsible Officer” when used (1) with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (2) with respect to the Collateral Agent, any officer of the Collateral Agent who shall have direct responsibility for the administration of the Collateral Documents.

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

“Security” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Security Documents” means, with respect to the Securities of any series, this Indenture, the Securities, the Subsidiary Guarantees and the Collateral Documents of such series.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 303.

“Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is a “Significant Subsidiary” as such term is defined in Rule 1-02(w) of Regulation S-X under the Exchange Act as in effect on the issue date of the Securities. Unless otherwise qualified, all references herein to a “Significant Subsidiary” or to “Significant Subsidiaries” shall refer to a “Significant Subsidiary” or “Significant Subsidiaries” (as applicable) of the Company.

“Special Record Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to Section 305.

“Standard A/R Securitization Obligations” means representations, warranties, covenants, indemnities, repurchase obligations, servicing obligations, guarantees, intercompany notes and obligations relating to contributions of A/R Securitization Assets to an A/R Securitization Subsidiary and other obligations entered into by any Subsidiary of the Company which are reasonably customary in A/R Securitization Transactions.

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“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof; provided that, in the case of debt securities that are by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based on the value of the Capital Stock) of the Company, any obligation to offer to repurchase such debt securities on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition or contingency, will be treated as a Stated Maturity date of such convertible debt securities.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity (other than a partnership or a limited liability company) of which more than 50% of the total voting power of its Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantee” means the guarantee by each Guarantor of the Company’s obligations under this Indenture and any Securities issued hereunder, executed pursuant to the provisions of Article Fourteen.

“Successor Company” has the meaning assigned thereto in Section 901(1).

“Successor Guarantor” has the meaning assigned thereto in Section 1403(a)(1)

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including, without limitation, deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Trust Indenture Act or provision, as the case may be, as amended or replaced from time to time.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

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“U.S. Government Securities” means any:

(1) security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in the case of clause (i) or (ii), is not callable or redeemable at the option of the issuer of the obligation; and

(2) depositary receipt issued by a bank (as defined in the Securities Act) as custodian with respect to any security specified in clause (1) above and held by such bank for the account of the holder of such depositary receipt or with respect to any specific payment of principal of or interest on any such security held by any such bank, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of interest on or principal of the U.S. Government Securities evidenced by such depositary receipt.

“Vice President” when used with respect to the Company, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote under ordinary circumstances for the election of directors of such Person or other Persons performing similar functions (regardless of whether at the time stock of any other class or classes shall have or might have voting power upon the occurrence of any contingency).

Section 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

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

(i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii) 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;

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

(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

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Section 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be rendered, insofar as it relates to matters of New York law, in reliance on an opinion of New York counsel, which may be an opinion contemporaneously delivered to a third party or parties and shall expressly permit such reliance.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

(c) The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

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(d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(e) The fact and date of execution of any such instrument or writing and the authority of the Person executing the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

(f) If the Company shall solicit from the Holders of Securities of any series any Act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Securities entitled to take such Act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such Act may be sought or given before or after the record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders of Securities for the purpose of determining whether Holders of the requisite proportion of Securities of such series Outstanding have authorized or agreed or consented to such Act, and for that purpose the Securities of such series Outstanding shall be computed as of such record date.

Section 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, election, 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 of a Security or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or transmitted by facsimile transmission or other direct written electronic means to such telephone number or other electronic communications address as the Trustee shall from time to time designate, or transmitted by registered or certified mail, return receipt requested, or overnight courier guaranteeing next day delivery, charges prepaid, to the Trustee, at its Corporate Trust Office,

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and transmitted by facsimile transmission or other direct written electronic means to such telephone number or other electronic communications address as the Company shall from time to time designate, or transmitted by registered or certified mail, return receipt requested, or overnight courier guaranteeing next day delivery, charges prepaid, to the Company, addressed to the attention of its Treasurer and Assistant Treasurer (Fax: (415) 973-4343/267-7265), at 77 Beale Street, P.O. Box 770000, San Francisco, CA 94177, or at any other address previously furnished in writing to the Trustee by the Company.

Section 106. Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given if in writing and sent to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Notice.

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In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities 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.

Section 107. Conflict With Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required to be a part of and govern this Indenture, such required provision shall control.

Section 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

In case any provision in this Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture.

Nothing in this Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders of Securities any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law.

This Indenture and the Securities shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law.

Section 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

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Section 114. Electronic or Facsimile Communication.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by the Company by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) subsequent to such transmission of written instructions, the Company shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the Company providing such instructions or directions. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 115. Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OF ANY SERIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 116. Investment of Cash Held by the Trustee.

Any cash held by the Trustee or any Paying Agent under any provision of this Indenture shall, except as otherwise provided in Article Four, at the request of the Company evidenced by Company Order, be invested or reinvested in investments selected and designated by the Company, and any interest on such investments shall be promptly paid over to the Company as received. Such investments shall be held subject to the same provisions hereof as the cash used to purchase the same, but upon a like request of the Company shall be sold, in whole or in designated part, and the proceeds of such sale shall be held subject to the same provisions hereof as the cash used to purchase the investments so sold. If such sale shall produce a net sum less than the cost of the investments so sold, the Company shall pay to the Trustee or any such Paying Agent, as the case may be, such amount in cash as, together with the net proceeds from such sale, shall equal the cost of the investments so sold, and if such sale shall produce a net sum greater than the cost of the investments so sold, the Trustee or any such Paying Agent, as the case may be, shall promptly pay over to the Company an amount in cash equal to such excess. In no event shall the Trustee be liable for any loss incurred in connection with the sale of any investments pursuant to this Section. In the absence of a Company Order directing the Trustee to invest cash held by the Trustee hereunder, such funds shall remain uninvested. The Trustee shall not be accountable or liable for any losses resulting from the sale or depreciation in the market value of investments made pursuant to this Indenture and Company Orders.

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ARTICLE TWO

FORMS OF SECURITIES

Section 201. Forms Generally.

The Securities of each series shall be in substantially the form appended to the supplemental indenture authorizing such series, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

The Securities of each series shall be issuable in registered form without coupons.

The definitive Securities may be printed, typewritten, 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 202. Form of Trustee’s Certificate of Authentication.

The form of the Trustee’s Certificate of Authentication for a series of Securities shall be in substantially the form appended to the supplemental indenture authorizing such series.

Section 203. Securities Issuable in the Form of a Global Security.

(a) If the Company shall establish pursuant to Section 301 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 302 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary.

(b) Notwithstanding any other provision of this Section 203 or of Section 303, subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 303, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary.

(c) (1) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such

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notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual 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 in exchange for such Global Security.

(2) The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities.

(3) If specified by the Company pursuant to Section 301 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, the Trustee shall authenticate and deliver (A) to each Person specified by such Depositary a new Security or Notes of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof.

(4) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Securities in definitive form in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee. Except as provided in the preceding paragraph, Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company has so directed in writing, the Trustee shall deliver such Securities to the Persons in whose names the Securities are registered.

(5) Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 302 with respect thereto. Subject to the provisions of Section 302, the Trustee shall deliver and redeliver any such Global Security in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 302 has been, or simultaneously is, delivered, any instructions by the Company with respect to such Global Security shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel.

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ARTICLE THREE

THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

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

The Securities may be issued in one or more series. There may be established, pursuant to one or more indentures supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of all other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 203, 303, 304, 1007 or 1207);

(3) the Person to whom interest on a Security of the series shall be payable if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of the Securities of the series is payable or any formula or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension) and the right, if any, to extend the Maturity of the Securities of such series, and the duration of any such extension;

(5) the rate or rates at which the Securities of the series shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any method by which such rate or rates shall be determined, or any formula or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular Record Date for the interest payable on Securities on any Interest Payment Date and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months, and the right, if any, to extend the interest payment periods and the duration of any such extension;

(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 methods by which (i) registration of transfer of Securities of such series may be effected, (ii) exchanges of Securities of such series may be effected and (iii) notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be made, given, furnished, filed or served, if other than as provided in Section 105; the Security Registrar and any Paying Agent or Agents for such series; and, if such is the case, that the principal of such Securities shall be payable without the presentment or surrender thereof;

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(8) if the time for the giving of redemption notices for such series of Securities shall be other than as provided in Section 1204, such different time, and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Company (including, without limitation, any provision for the payment of a “make-whole”, yield-maintenance or similar premium in connection with the redemption of Securities of such series during a “no-call” or other period during which such Securities are generally not subject to optional redemption by the Company) and any restrictions on such redemptions;

(9) the obligation or obligations, if any, of the Company to redeem, purchase or repay the Securities of such series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which, Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 1204 in the case of mandatory redemption or redemption or repayment at the option of the Holder;

(10) the denominations in which Securities of the series shall be issuable;

(11) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Securities of such series shall be payable (if other than in Dollars); it being understood that, for purposes of calculations under this Indenture, any amounts denominated in a currency other than Dollars or in a composite currency shall be converted to Dollar equivalents by calculating the amount of Dollars which could have been purchased by the amount of such other currency based on such quotations or methods of determination as shall be specified pursuant to this clause (11);

(12) if the principal of or premium, if any, or interest, if any, on the Securities of such series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the coin or currency in which payment of any amount as to which such election is made will be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; it being understood that, for purposes of calculations under this Indenture, any such election shall be required to be taken into account, in the manner contemplated in clause (11) of this paragraph, only after such election shall have been made;

(13) if the principal of or premium, if any, or interest, if any, on the Securities of such series are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formula or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; it being understood that all calculations under this Indenture shall be made on the basis of the fair market value of such securities or the fair value of such other property, in either case determined as of the most recent practicable date, except that, in the case of any amount of principal or interest that may be so payable at the election of the Company or a Holder, if such election shall not yet have been made, such calculations shall be made on the basis of the amount of principal or interest, as the case may be, that would be payable if no such election were made;

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(14) if the amount of payments of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;

(15) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided herein pertaining to the Securities of the series, and any change in the rights of the Trustee or Holders of such series pursuant to Section 1001 or 1002;

(16) any additions to the definitions currently set forth in this Indenture with respect to such series;

(17) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for certificated Securities of such series and of like tenor of any authorized denomination and the circumstances under which such exchange may occur, if other than in the manner provided for in Section 203; the Depositary for such Global Security or Securities; and the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the legend referred to in Section 203;

(18) to the extent not established pursuant to clause (17) of this paragraph, any limitations on the rights of the Holders of the Securities of such series to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such series, the amount or terms thereof;

(19) any restriction or condition on the transferability of such Securities;

(20) if other than the entire principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 602;

(21) the terms, if any, pursuant to which the Securities of such series may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person;

(22) the obligations or instruments, if any, which shall be considered to be U.S. Government Securities in respect of the Securities of such series denominated in a currency other than Dollars or in a composite currency, and any additional or alternative provisions for the reinstatement of the Company’s indebtedness in respect of such Securities after the satisfaction and discharge thereof as provided in Section 401;

(23) any exceptions to Section 113, or variation in the definition of Business Day, with respect to the Securities of such series;

(24) any Guarantees applicable to the Securities of such series and the terms thereof;

(25) the terms of the Collateral securing the Securities of such series and any applicable security arrangement with respect to the Securities of such series; and

(26) any other terms of the series.

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All Securities of any one series shall be substantially identical except as to the date or dates from which interest, if any, shall accrue and denomination and except as may otherwise be provided in the terms of such Securities determined or established as provided above. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.

Section 302. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by any two of the following: the President, the Chief Executive Officer, any Vice President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer. The corporate seal of the Company may be affixed thereto or reproduced thereon and attested by any Authorized Officer, the Secretary of the Company or any Assistant Secretary of the Company. The signature of any of these officers on the Securities may be manual, electronic or facsimile.

Securities bearing the manual, electronic or facsimile signatures of individuals who were at the time relevant to the authorization thereof the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee, in accordance with the Company Order, shall authenticate and deliver such Securities. If all of the Securities of any series are not to be issued at one time and if the supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating Securities hereunder, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 701) shall be fully protected in relying upon:

(1) an Opinion of Counsel, to the effect that the form and terms of such Securities or the manner of determining such terms have been established in conformity with the provisions of this Indenture; and

(2) an Officer’s Certificate stating, to the knowledge of the signer of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing.

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and Officer’s Certificate at the time of issuance of each such Security, but such opinion and certificate shall be delivered at or before the time of issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

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No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

Section 303. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the office of the Security Registrar designated pursuant to this Section 303 or Section 1102 a register (referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby initially appointed as Security Registrar for the purpose of registering Securities and transfers of Securities as herein provided.

Subject to Section 203, upon surrender for registration of transfer of any Security of any series at the office or agency maintained for such purpose for such series, the Company shall execute, and, as directed by the Company, the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount.

Subject to Section 203, Securities of any series may be exchanged, at the option of the Holder, for Securities of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency.

Whenever any Securities are so surrendered for exchange, the Company shall execute, and, as directed by the Company in writing, the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 1007 or 1207 not involving any transfer.

The Company shall not be required (i) to issue, to register the transfer of or to exchange Securities of any series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities of that series called for redemption, or (ii) to issue, to register the transfer of or to exchange any Securities so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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Section 304. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute, and, as directed by the Company, in writing, the Trustee shall authenticate and deliver in exchange therefor, a new Security of the same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security and/or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

Section 305. Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money

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equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent to each Holder of Securities of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so sent, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, and after written notice given by the Company to the Trustee of the proposed payment pursuant to this Clause that such manner of payment has been deemed practicable by the Company.

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

Section 306. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 305) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 307. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with a Company Order.

Section 308. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

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Section 309. CUSIPS

The Company, in issuing the Securities, may use “CUSIP” or other similar numbers (if then generally in use), and, if so, the Trustee or Security Registrar may use CUSIP or such other numbers in notices of redemptions as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers as printed on the other identification numbers printed on the Securities, in which case none of the Company or, as the case may be, the Trustee or the Security Registrar, or agent of any of them, shall have any liability in respect of any CUSIP number used on any such notice, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Securities.

The Company’s entire indebtedness in respect of a particular series of Securities will be deemed to have been satisfied and discharged, and the Liens, if any, on the Collateral securing the Securities of such series will be released, when:

(1) either:

(i) all Securities of such series that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment money has been deposited in trust and thereafter repaid to the Company, shall have been delivered to the Trustee for cancellation; or

(ii) all Securities of such series that have not been delivered to the Trustee for cancellation shall have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Securities of such series, cash in U.S. dollars, U.S. Government Securities, or a combination thereof in such amounts as will be sufficient, without consideration of any reinvestment of interest (which, in the case of a deposit of U.S. Government Securities, will be based on the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee), to pay and discharge the entire indebtedness on the Securities of such series not delivered to the Trustee for cancellation for principal of, premium, if any, on, or interest on, the Securities of such series to, but excluding, the date of Stated Maturity or redemption;

(2) no Default or Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness), or the granting of Liens to secure such borrowings);

(3) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company is a party or by which the Company is bound;

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(4) the Company has paid or caused to be paid all other sums payable under this Indenture by the Company with respect to such Securities; and

(5) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities of such series at the applicable maturity date or the applicable redemption date, as the case may be.

In addition, the Company must deliver to the Trustee (a) an Officer’s Certificate, stating that all conditions precedent set forth in clauses (1) through (5) above have been satisfied, and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in clauses (3) and (5) above have been satisfied.

Notwithstanding that any Securities shall be deemed to have been paid for purposes of this Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 303, 304, 703, 707, 714, 1102, 1103 and 1204, and this Article Four shall survive.

The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which U.S. Government Securities shall have been deposited as provided in this Section against, any tax, fee or other charge imposed on or assessed against such U.S. Government Securities or the principal or interest received in respect of such U.S. Government Securities, including, but not limited to, any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit.

Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money or U.S. Government Securities, or combination thereof, deposited with it as aforesaid to the Company or its representative under any applicable federal or state bankruptcy, insolvency or other similar law, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any Securities shall be subject to the provisions of Section 402.

Section 402. Application of Trust Money.

Neither the U.S. Government Securities nor the money deposited pursuant to Section 401, nor the principal or interest payments on any such U.S. Government Securities, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 1103; provided, however, that any cash received from such principal or interest payments on such U.S. Government Securities, if not then needed for such purpose, shall, to the extent practicable and upon Company Request and delivery to the Trustee of the opinions referred to in subclause (ii) of clause (1) in Section 401, be invested pursuant to a Company Order in U.S. Government Securities maturing at such times and in such amounts as shall be sufficient, together with any other moneys and the proceeds of any other U.S. Government Securities then held by the Trustee, without consideration of any reinvestment of interest, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall be paid over to the Company as received; and provided, further, that any moneys held in accordance with this Section on the Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then due on such Securities shall be paid over to the Company.

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ARTICLE FIVE

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 501. Option to Effect Legal Defeasance or Covenant Defeasance.

Unless otherwise provided for in respect of any series pursuant to Section 301, the Company may, at its option evidenced by a resolution of its Board of Directors set forth in an Officer’s Certificate, at any time, elect to have either Section 502 or Section 503 hereof be applied to the Securities of any series upon compliance with the conditions set forth below in this Article Five.

Section 502. Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 501 hereof of the option applicable to this Section 502 with respect to a series of Securities, the Company and each of the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 504 hereof, be deemed to have been discharged from their obligations with respect to the Securities of such series (including the Subsidiary Guarantees) on the date the conditions set forth in Section 504 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors (if any) shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series (including any such Subsidiary Guarantees with respect to such Securities), which will thereafter be deemed to be Outstanding only for the purposes of Section 505 hereof and the other Sections hereof referred to in clauses (1) through (4) below, and to have satisfied all their other obligations under the applicable Security Documents for such series (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 will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of such Securities that are then Outstanding to receive payments in respect of the principal of, or interest or premium on, such Securities when such payments are due from the trust referred to in Section 504 hereof;

(2) the Company’s obligations with respect to such Securities under Section 304 and Section 1102 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture, and the Company’s and any Guarantor’s obligations in connection therewith; and

(4) this Article Five.

Subject to compliance with this Article Five, the Company may exercise its option under this Section 502 with respect to any series of Securities notwithstanding the prior exercise of its option under Section 503 hereof with respect to such series.

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Section 503. Covenant Defeasance.

Upon the Company’s exercise under Section 501 hereof of the option applicable to this Section 503 with respect to a series of Securities, the Company and any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 504 hereof, be released from each of their obligations under Sections 1104, 1105 and 1106 hereof with respect to the Securities of such series on and after the date the conditions set forth in Section 504 (and any other covenants set forth in the terms of such Securities pursuant to Section 301) hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of such series will thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of the Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed Outstanding for all other purposes hereunder (it being understood that such Securities will not be deemed Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the Securities of any series and Subsidiary Guarantees with respect to such Securities, the Company and 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 Security Document and such omission to comply will not constitute a Default or an Event of Default under Section 601 hereof, but, except as specified above, the remainder of this Indenture and such Securities and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 501 hereof of the option applicable to this Section 503 with respect to a series of Securities, subject to the satisfaction of the conditions set forth in Section 504, the Events of Default described in Sections 601(4), 601(5) and 601(6) hereof, and the Events of Default described in Sections 601(7) and 601(8) (but only with respect to Subsidiaries of the Company (and any other covenants set forth in the terms of such Securities pursuant to Section 301)), shall not constitute Events of Default.

Section 504. Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Securities of any series under either Section 502 or Section 503 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Securities of such series, cash in U.S. dollars, U.S. Government Securities, or a combination of cash in U.S. dollars and U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on the Outstanding Securities of such series on the Stated Maturity or on the Redemption Date, as the case may be, and the Company must specify whether the Securities of such series are being defeased to maturity or to a particular Redemption Date;

(2) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the issue date of the Securities of such series, 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 will confirm that, the beneficial owners of the Securities of such series that are then Outstanding 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;

(3) in the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that the beneficial owners of the Securities of such series that are then Outstanding 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;

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(4) no Default or Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), or the granting of Liens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others;

(7) the Company must deliver to the Trustee an Officer’s Certificate, stating that all conditions precedent set forth in clauses (1) through (6) of this paragraph have been complied with; and

(8) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2) or (3) (as applicable) and (5) of this paragraph have been satisfied; provided that the Opinion of Counsel with respect to clause (5) above may be based on a list of material agreements and instruments provided by the Company.

In the case of any defeasance with respect to the Securities of any series, the Liens, if any, on the Collateral securing the Securities of such series will be released.

Section 505. Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 506 hereof, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 505, the “Trustee”) pursuant to Section 504 hereof in respect of Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such 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, premium, if any, and interest, 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 U.S. Government Securities deposited pursuant to Section 504 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities.

Notwithstanding anything in this Article Five to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or U.S. Government Securities held by it as provided in Section 504 hereof 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 504(a)(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 506. Repayment to the Company.

Any money deposited with the Trustee or any Paying Agent pursuant to this Article Five shall be paid to the Company or discharged from such trust in accordance with the provisions of Section 1103.

Section 507. Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Securities in accordance with Section 502 or Section 503 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 Company’s and any Guarantor’s obligations under the applicable Security Documents will be revived and reinstated as though no deposit had occurred pursuant to Section 502 or Section 503 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 502 or Section 503 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE SIX

REMEDIES

Section 601. Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) failure for 30 days to pay interest on the Securities of such series, when due on an Interest Payment Date other than at Maturity or upon earlier redemption or repurchase;

(2) failure to pay principal or premium, if any, or interest on the Securities of such series when due;

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default for a period of three (3) Business Days;

(4) failure by the Company to observe or perform any other covenant of the Company set forth in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than that series) or the Collateral Documents for 60 days (or in the case of a failure to comply with Section 804(1), 90 days) after written notice to the Company from the Trustee or to the Company and the Trustee from the Holders of at least 33% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

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(5) the occurrence of any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any debt for money borrowed of the Company or any Significant Subsidiary, whether the debt existed on the issue date or is thereafter created, if the event of default (i) is caused by a failure to pay principal after final maturity of the debt after the expiration of the grace period provided in the debt (which we refer to as a “payment default”) or (ii) results in the acceleration of the debt prior to its express maturity, and, in each case, the principal amount of the debt, together with the principal amount of any other debt under which there has been a payment default or the maturity of which has been so accelerated, aggregates $200 million or more; provided, however, that if, (i) any such payment default is cured or waived, (ii) any such acceleration is rescinded, or (iii) such debt is repaid, in each case during the 30-day period commencing upon the end of any applicable grace period for such payment default or the occurrence of such acceleration, as the case may be, any Default or Event of Default (and any acceleration of the Securities) caused by such payment default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;

(6) (i) any material provisions of any Collateral Document of such series shall cease to be in full force and effect, or the Company shall so assert in writing, or (ii) any Lien required by this Indenture that is created by any Collateral Document of such series in any material portion of the Collateral shall cease to be enforceable and perfected and of the same effect and priority purported to be created thereby, or the Company shall so assert in writing, in each case, for any reason other than pursuant to the terms of this Indenture and the Collateral Documents of such series;

(7) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition by one or more Persons other than the Company or such Subsidiary seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or such Subsidiary under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or any of its Significant Subsidiaries or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;

(8) the commencement by the Company or any of its Significant Subsidiaries of a 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 a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in a 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 under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any of its Significant Subsidiaries or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due;

(9) any Guarantor repudiates its obligations under its Guarantee or, except as permitted by this Indenture, any Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect; and

(10) any other Event of Default provided with respect to Securities of that series in the supplemental indenture authorizing such series.

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Section 602. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount (or such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series, together with any accrued and unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together with any accrued and unpaid interest thereon, shall become immediately due and payable; provided, however, that upon the occurrence of an Event of Default specified clause (7) or (8) above, the principal amount of all Securities of that series then Outstanding, together with any accrued and unpaid interest thereon, shall automatically become due and payable immediately without any declaration or further action by the Trustee or the Holders of such series.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

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

(A) all overdue interest on all Securities of that series,

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

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

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 707; and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 613.

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

Section 603. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if an Event of Default occurs under Section 601(1), (2) or (3) with respect to any Securities the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 707.

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If the Company fails to pay such amounts forthwith upon such demand, (a) the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated and (b) subject to the provisions of the Collateral Documents, the Collateral Agent may pursue any available remedy to enforce the performance of any provision of the Collateral Documents and any remedy available to it to enforce the performance of any provision of this Indenture that runs to its benefit.

If an Event of Default with respect to Securities of any series occurs and is continuing, (a) the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy and (b) subject to the provisions of the Collateral Documents, the Collateral Agent may pursue any available remedy to enforce the performance of any provision of the Collateral Documents and any remedy available to it to enforce the performance of any provision of this Indenture that runs to its benefit.

Section 604. Trustee May File Proofs of Claim.

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

(1) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 707) and of the Holders of Securities allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities 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 of Securities, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 707.

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

Section 605. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name or as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 606. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied, subject to the provisions of the Collateral Documents, in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under Section 707 and the Collateral Agent under the Collateral Documents; and

Second: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and

Third: The balance, if any, to the Company or any other Person or Persons entitled thereto.

Section 607. Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee that an Event of Default is continuing with respect to the Securities of that series;

(2) the Holders of at least 33% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request;

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(4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Section 608. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Securities shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 305) interest on such Security on the due dates expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 609. Restoration of Rights and Remedies.

If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders of Securities shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 610. 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 304, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities 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 611. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy 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 of Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities.

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Section 612. Control by Holders of Securities.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture, and could not involve the Trustee in personal liability in circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate, and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 613. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past Default hereunder with respect to such series and its consequences, except a Default

(1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 614. Undertaking for Costs.

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

Section 615. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE SEVEN

THE TRUSTEE

Section 701. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default with respect to Securities of any series,

(1) the Trustee undertakes to perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but shall have no obligation or liability for confirming or investigating the accuracy of mathematical calculations or other facts purported to be stated therein.

(b) In case an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) 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, except that:

(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

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

(3) 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 the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and the Trust Indenture Act.

Section 702. Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series of which the Trustee shall have knowledge, the Trustee shall send to all Holders of Securities of such series entitled to receive reports pursuant to Section 313(c) of the Trust Indenture Act, notice of all Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest on any Security of such series 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 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; and provided, further, that in the case of any Default of the character specified in Section 601(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of any Default hereunder unless and until a Responsible Officer shall have received written notice thereof at its Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no such Default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Securities issued hereunder, or as to the existence of a Default or Event of Default hereunder.

Section 703. Certain Rights of Trustee.

Subject to the provisions of Section 701:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and Trustee need not investigate any fact or matter contained therein;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and a resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;

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(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(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, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney, and the reasonable expenses of such examination shall be paid by the Company or, if paid by the Trustee or any successor thereto, reimbursed by the Company upon demand;

(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 and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall not be responsible for the supervision of officers or employees of such agents or attorneys;

(h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers;

(i) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate shall be signed by any authorized officer of the Company;

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian, and any other such Persons employed to act hereunder;

(k) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances); and

(l) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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Section 704. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 705. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 708 and 713, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 706. Money Held in Trust.

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

Section 707. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as more fully set forth in a letter agreement between the Company and the Trustee;

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and

(3) to indemnify each of the Trustee, or any successor Trustee, for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or in connection with enforcing the provisions of this Section.

As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on any Securities in accordance with the provisions of this Indenture.

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Furthermore, without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 601(7) or Section 601(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Bankruptcy Law.

The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Section 708. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire any conflicting interest, within the meaning of the Trust Indenture Act, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any other series.

Section 709. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and qualified and eligible under this Article and otherwise permitted by the Trust Indenture Act to act as Trustee under an Indenture qualified under the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 710. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 711.

(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 711 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company.

(d) If at any time:

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(1) the Trustee shall fail to comply with Section 708 after written request therefor by the Company or by any Holder of a Security who has been a Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 709 and shall fail to resign after written request therefor by the Company or by any such Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject to Section 614, any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 711. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 711, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by Section 711, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f) So long as no event which is, or after notice or lapse of time, or both, would become, an Event of Default shall have occurred and be continuing, if the Company shall have delivered to the Trustee with respect to a series (i) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, with respect to such series, and (ii) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with Section 711, the Trustee with respect to such series shall be deemed to have resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed to have been appointed pursuant to subsection (e) of this Section and such appointment shall be deemed to have been accepted as contemplated in Section 711, all as of such date, and all other provisions of this Section and Section 711 shall be applicable to such resignation, appointment and acceptance except to the extent inconsistent with this subsection (f).

(g) 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 sending written notice of such event to all Holders of such series of Securities as their names and addresses appear in the Security Register.

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Section 711. 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 and expenses, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights (other than such rights in Section 707 hereof relating to indemnities arising prior to the effective date of appointment of a successor Trustee), 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 duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

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

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Section 712. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 713. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company or any such other obligor.

Section 714. Appointment of Authenticating Agent.

At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities that shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 304, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall send written notice of such appointment to all Holders of Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor

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Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

The provisions of Sections 306, 704 and 705 shall be applicable to each Authenticating Agent.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

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

ARTICLE EIGHT

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 801. 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 June 1 and December 1, in each year, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders of Securities as of the preceding May 15 or November 15, as the case may be, 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 the most recent Regular Record Date;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

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Section 802. Preservation of Information; Communications to Holders.

(a) The Trustee shall comply with the obligations imposed on it pursuant to Section 312 of the Trust Indenture Act.

(b) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(b) of the Trust Indenture Act, 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 312(b) of the Trust Indenture Act.

Section 803. Reports by Trustee.

(a) Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit a brief report dated as of such May 15 with respect to any of the events specified in such Section 313(a) that may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.

(b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.

(c) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of the Trust Indenture Act at the expense of the Company.

Section 804. Reports by Company.

The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:

(1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, that the electronic filing with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) (or any successor system providing for free public access to such filings) of such reports, information and documents shall satisfy the Company’s obligation to provide such reports, information and documents to the Trustee; or, if at any time the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided, however, that the electronic filing with the Commission through EDGAR (or any successor system providing for free public access to such filings) of such information, documents and reports shall satisfy the Company’s obligation to provide such information, documents and reports to the Trustee;

(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

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(3) transmit, within 30 days after the filing thereof with the Trustee, to the Holders of Securities, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section 704 as may be required by rules and regulations prescribed from time to time by the Commission; and

(4) notify the Trustee, in writing, when and as the Securities of any series become admitted to trading on any national securities exchange. Delivery of such reports, information, and documents to the Trustee pursuant to the provisions of this Section 704 of this Indenture is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE NINE

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 901. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not (i) consolidate with or merge into any other Person or convey, transfer or lease the properties and assets of the Company and its Subsidiaries (considered as a single enterprise) substantially as an entirety to any Person or (ii) permit any of its Subsidiaries to enter into any such transaction or series of transactions if it would result in the disposition of the consolidated properties and assets of the Company and its Subsidiaries (considered as a single enterprise) substantially as an entirety, unless, in each case:

(1) either (a) in the case of a consolidation or merger, the Company is the surviving entity, or (b) the Person formed by or surviving such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Company”) expressly assumes, by supplemental indenture or other agreement executed and delivered to the Trustee and the Collateral Agent, as applicable, the payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and all obligations under the Collateral Documents;

(2) the Successor Company, if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

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

(4) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction complies with this Article Nine and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Notwithstanding the foregoing, the Company may merge or consolidate with or transfer all or substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the Company’s jurisdiction of organization or the Company’s form of organization; provided that the successor assumes all of the Company’s obligations under this Indenture and the Collateral Documents.

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Section 902. Successor Corporation Substituted.

Upon any merger or consolidation, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in each case, in accordance with Section 901, the Successor Company, if any, will succeed to and be substituted for the Company, and may exercise every right and power of the Company under this Indenture, with the same effect as if the Successor Company had been named as the Company in this Indenture, and, in the case of such a sale, assignment, transfer, conveyance or other disposition of properties or assets, the Company shall be released and relieved from any obligations under this Indenture or the Securities without further action.

ARTICLE TEN

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 1001. Without Consent of Holders.

Without the consent of any Holders of Securities, the Company, the Trustee and, if applicable, the Collateral Agent, at any time and from time to time, may modify, amend or supplement any Security Document of any series, for any of the following purposes:

(1) to cure any ambiguity, defect, mistake or inconsistency in this Indenture, the Securities or the Collateral Documents;

(2) to comply with Article Nine;

(3) to comply with the rules of any applicable securities depositary;

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

(5) to make any change that would provide any additional rights or benefits to the Holders of Securities of all or any series (and if such additional rights or benefits are to be for the benefit of less than all series of Securities, stating that such changes are expressly being included solely for the benefit of such series);

(6) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;

(7) to add any additional Events of Default;

(8) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

(9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;

(10) to provide for any guarantee of the Securities, to grant any additional Liens to secure the Securities, or to confirm and evidence the release, termination or discharge of any guarantee of or Lien securing the Securities when such release, termination or discharge is permitted by this Indenture and the Collateral Documents;

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(11) to provide for or confirm the issuance of additional Securities in accordance with the terms of this Indenture;

(12) to provide for the accession of any parties to the Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with the granting of additional Liens permitted by this Indenture;

(13) to change or eliminate any of the provisions of this Indenture with respect to any series of Securities theretofore unissued;

(14) to establish the form or terms of Securities of any series as permitted by Section 201 and 301; or

(15) to make any other change that does not materially and adversely affect the rights of any Holder.

Section 1002. With Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (each series voting as a separate class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may modify, amend or supplement any provision of any Security Document of any series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture, the Securities, any Subsidiary Guarantee or the Collateral Documents for the Securities of any series; provided, however, that no such modification, amendment or supplement shall, without the consent of the Holder of each Outstanding Security affected thereby:

(1) change the Stated Maturity of the principal of, or any installment of principal of, premium, if any, and 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 the method of calculating the rate of interest thereon;

(2) waive a redemption payment with respect to any Securities;

(3) impair the contractual right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any such payment with respect to such Holder’s Securities, or waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Securities of such series (except a rescission of acceleration of the Securities of such series by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series and a waiver of any payment default that resulted from such acceleration);

(4) reduce the percentage of principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such modification, amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;

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(5) modify any of the provisions of any Security Documents relating to the execution of supplemental indentures, waiver of past defaults, or waiver of certain covenants, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security that is affected thereof; or

(6) make any change in the provisions of any Security Documents with respect to the application of proceeds of the Collateral securing Securities of any series that would adversely affect the Holders of such Securities in any material respect.

In addition, without the consent of the Holders of at least 66²⁄₃% in principal amount of Outstanding Securities of any series, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture with respect to the Collateral securing the Securities of such series or the Collateral Documents for such series if such amendment, supplement or waiver would have the effect of releasing all or substantially all of such Collateral from the Liens of such Collateral Documents (except as permitted by the terms of this Indenture and such Collateral Documents) or alter the priority of the security interests in such Collateral.

Section 1003. General Provisions Regarding Modifications, Amendments and Supplements.

(a) Any modification, amendment or supplement which changes or eliminates any covenant or other provision of this Indenture, the Securities, any Subsidiary Guarantee or the Collateral Documents for the Securities of any series, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities.

(b) It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such Act or action shall approve the substance thereof.

Section 1004. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 701) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise.

Section 1005. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture, the Securities, any Subsidiary Guarantee or the Collateral Documents for the Securities of any series shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture, the Securities, any Subsidiary Guarantee or the Collateral Documents for the Securities of any series for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 1006. Conformity With Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

Section 1007. Reference in Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee, as directed by the Company, in exchange for Outstanding Securities of such series.

ARTICLE ELEVEN

COVENANTS

Section 1101. Payment of Principal and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

Section 1102. Maintenance of Office or Agency.

The Company or its Affiliate will maintain an office or agency where Securities of each series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive such respective 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. 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 1103. Money for Securities Payments to be Held in Trust.

If the Company or one of its Affiliates 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 (and premium, if any) 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 premium, if any) or 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, in writing, of its action or failure so to act.

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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 (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee, in writing, of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal of (and premium, if any) or interest on the Securities of that series; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, upon receipt of a Company Request and at the expense of the Company, cause to be delivered, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such notice, any unclaimed balance of such money then remaining will be paid to the Company.

Section 1104. Corporate Existence.

Subject to Article Nine the Company will do or cause to be done all things necessary to preserve and keep its corporate existence in full force and effect.

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Section 1105. Statement as to Compliance.

The Company shall deliver to the Trustee (with a copy to the Collateral Agent for the Securities of each series), within 120 days after the end of each fiscal year, a written statement, which need not comply with Section 102, signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 1105, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. Upon the request of the Trustee, the Company will execute and deliver such further instruments and perform such further acts as may be reasonably necessary and proper to carry out more effectively the purposes of this Indenture.

Section 1106. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 1104, Section 1107 and Article Nine with respect to the Securities of any series or any term, provision or condition set forth in any covenant provided pursuant to Section 301(15)) or Section 1001(6) for the benefit of the Holders of any series, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

Section 1107. Future Guarantees.

If any Subsidiary that is not a Guarantor expressly Guarantees any indebtedness or potential indebtedness of the Company that has been or may be incurred under any Material Credit Facility, then the Company shall cause such Subsidiary to fully and unconditionally Guarantee the Securities and become a Guarantor pursuant to the provisions of Article Fourteen hereof by executing a supplemental indenture in the form set forth in Exhibit A hereto within 30 days after the date on which such Subsidiary Guaranteed such indebtedness of the Company.

ARTICLE TWELVE

REDEMPTION OF SECURITIES

Section 1201. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Section 1202. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate. The Company shall, at least 15 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.

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Section 1203. Selection by Trustee of Securities to be Redeemed.

If the Securities are registered in the name of only one Holder, any partial redemptions shall be pro rata. If the Securities are held in definitive form by more than one Holder and if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not less than 15 nor more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot or other such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. In the event of any redemption of Global Securities, the Global Securities to be redeemed shall be selected in accordance with the customary policies and procedures of the Depositary.

Except in the case of Global Securities, the Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 1204. Notice of Redemption.

Unless otherwise indicated in the supplemental indenture relating to any series of Securities, notice of redemption shall be given not less than 10 nor more than 60 days prior to the Redemption Date in the manner provided in Section 106 to the Holders of Securities to be redeemed; provided, however, that such notice need not state the dollar amount of the Redemption Price if such dollar amount has not been determined as of the date such notice is being given to the Holders of the Securities being redeemed. Notwithstanding Section 1202 of this Indenture, if the Company elects to redeem any Securities at its option pursuant to the terms of the supplemental indenture relating to the series of Securities being redeemed, it shall give written notice to the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed at least twenty (20) days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee).

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) the CUSIP number of the Securities being redeemed;

(4) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed,

(5) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

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(6) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and

(7) that the redemption is for a sinking fund, if such is the case.

Unless otherwise specified with respect to any series of Securities, in accordance with Section 301, with respect to any redemption of Securities at the election of the Company, notice of redemption may, at the Company’s discretion, be conditional with any such redemption contingent upon the occurrence or nonoccurrence of an event or condition that cannot be ascertained prior to the time at which the Company is required to notify Holders of the redemption. Any such conditional notice may state that such redemption shall be conditional upon receipt by the Trustee or the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the Redemption Price of such Securities and accrued interest, if any, thereon to the Redemption Date (or direction from the Company to apply such money for the payment of such Securities, if such money shall have been deposited with the Trustee or Paying Agent or Agents upon the condition that the Trustee or Paying Agent or Agents will apply such money only at the direction of the Company) and that if such money shall not have been so received (or if such money shall have been received but the Trustee or the Paying Agent or Agents have been directed by the Company not to apply such money to redeem such Securities) such notice shall be of no force or effect and the Company shall not be required to redeem such Securities; provided, however, that conditional notice shall not be given if upon the giving of notice, such Securities shall be deemed to have been paid in accordance with Section 401. The Company may, in its discretion, delay the Redemption Date for any redemption that is subject to one or more conditions precedent until such conditions precedent are satisfied. In the event that such notice of redemption contains such a condition and such money is not so received, or the Trustee or Paying Agent or Agents have been directed by the Company not to apply such money to the redemption of such Securities, the redemption shall not be made, and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received or that the Trustee or Paying Agent or Agents have been directed by the Company not to redeem such Securities and such redemption was not required to be made, and the Trustee or Paying Agent or Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such redemption.

Notice of redemption of Securities, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

Section 1205. Deposit of Redemption Price.

Except as otherwise provided in a supplemental indenture pursuant to Section 301, prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1103) an amount of money sufficient to pay the Redemption Price of and accrued and unpaid interest, if any, on all the Securities which are to be redeemed on that date.

Section 1206. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified together with any accrued interest thereon, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security shall be paid

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by the Company at the Redemption Price, together with accrued and unpaid interest, if any, to the Redemption Date; provided, however, that, except as otherwise provided in a supplemental indenture pursuant to Section 301, installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 305.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 1207. Securities Redeemed in Part.

Any Security that is to be redeemed only in part shall, if requested by the Company, be surrendered at an office or agency of the Company therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and, as directed by the Company, the Trustee shall authenticate and deliver to the Holder of such Security a new Security of the same series, Stated Maturity and original issue date of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE THIRTEEN

SINKING FUNDS

Section 1301. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1302. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 1302. Satisfaction of Sinking Fund Payments With Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption), and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

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Section 1303. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1302 and stating the basis for such credit and that such Securities have not previously been so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee (or, in the case of Global Securities, the Depositary in accordance with its customary policies and procedures) shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1203 and at the written request of the Company, cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1204. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 1206 and 1207.

ARTICLE FOURTEEN

GUARANTEE

Section 1401. Guarantee.

(a) Subject to this Article Fourteen, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that:

(i) the principal of, premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any any extension, renewal, settlement, compromise, waiver, consent or release in respect of any obligation by any Holder of the Securities with respect to any provisions hereof or thereof, any modification or amendment of or supplement to this Indenture or any

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Security, any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security, the existence of any claim, set-off or other rights which each Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions (provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim), any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities and this Indenture.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 1402. Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Fourteen, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

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Section 1403. Guarantors May Consolidate, etc., on Certain Terms.

(a) Except as otherwise provided in Section 1404 hereof, no Guarantor may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than to the Company or another Guarantor, if it would result in the disposition of the consolidated properties and assets of the Company and its Subsidiaries (considered as a single enterprise) substantially as an entirety, unless, in each case:

(1) either (a) in the case of a consolidation or merger, the Guarantor is the surviving entity, or (b) the Person formed by or surviving such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Guarantor”) expressly assumes, by supplemental indenture or other agreement executed and delivered to the Trustee and the Collateral Agent, as applicable, the Subsidiary Guarantee endorsed upon the Securities and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed and all obligations under the Collateral Documents;

(2) the Successor Guarantor, if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

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

(4) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction complies with this Article and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Subsidiary Guarantee endorsed upon the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such Successor Guarantor thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued on the date of the execution hereof;

(c) Except as set forth in Article Fourteen hereof, any Guarantor may merge or consolidate with or transfer all or substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing such Guarantor’s jurisdiction of organization or form of organization; provided that the successor assumes all of the Guarantor’s obligations under this Indenture and the Collateral Documents.

Section 1404. Stay of Acceleration.

If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

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Section 1405. Execution and Delivery of Guarantee.

The execution by each future Guarantor of a supplemental indenture, evidences the Subsidiary Guarantee of such Guarantor, whether or not the person signing as an officer of such Guarantor still holds that office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantor.

Section 1406. Releases.

(a) A Guarantor’s Subsidiary Guarantee with respect to the Securities of any series will be released automatically and immediately (without the necessity of any action by the Trustee) upon:

(i) the consummation of any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company;

(ii) the consummation of any sale or other disposition of the Capital Stock of that Guarantor (by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company; provided that the Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition;

(iii) the liquidation or dissolution of such Guarantor; provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing;

(iv) such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist;

(v) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture in respect of such series as provided in Article Four and Article Five hereof; and

(vi) at such time as such Guarantor has no express liability or potential liability pursuant to any Guarantee of any Indebtedness of the Company that has been or may be incurred under any Material Credit Facility, other than this Indenture and the Securities of such series.

(b) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that the action or event giving rise to a release has occurred as specified above, the Trustee shall, upon receipt by it of the documents described in Section 702, execute any documents reasonably requested by the Company or the Trustee in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee (such documents to be in form and substance reasonably satisfactory to the Trustee).

(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 1404 will remain liable for the full amount of principal of and interest and premium, if any, on the Securities and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.

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ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

Section 1501. No Recourse Against Others.

An incorporator or any past, present or future director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability. Such waiver and release shall be part of the consideration for the issue of the Securities.

Section 1502. Assignment; Binding Effect.

The Company shall have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly-owned subsidiary of the Company, provided that, in the event of any such assignment, the Company shall remain primarily liable for the performance of all such obligations. This Indenture may also be assigned by the Company in connection with a transaction described in Article Nine. This Indenture shall be binding upon and inure to the benefit of the Company, the Trustee, the Holders, any Security Registrar, Paying Agent, and Authenticating Agent and their respective successors and assigns.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” signed,” “signature” and words of like import in this Indenture or in any other certificate, agreement or document related to this Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the UCC.

Section 1503. USA PATRIOT Act.

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

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Section 1504. Foreign Account Tax Compliance Act (FATCA).

The Company agrees (i) to provide the Trustee with such reasonable information as it has in its possession to enable the Trustee to determine whether any payments pursuant to this Indenture are subject to the withholding requirements described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“Applicable Law”), and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Law, for which the Trustee shall not have any liability.

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

[Signature Page to Indenture (PG&E Corporation)]

Exhibit A – Form of Supplemental Indenture

FORM OF SUPPLEMENTAL INDENTURE

ADDITIONAL SUBSIDIARY GUARANTEES

THIS [     ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of             , 20      , among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), PG&E Corporation (or its permitted successor), a California corporation (the “Company”), the other Guarantors (as defined in the Indenture (as defined below)) and The Bank of New York Mellon Trust Company N.A., as trustee under the Indenture (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee (i) that certain indenture (the “Indenture,” as may be amended and supplemented from time to time), dated as of June 23, 2020, between the Company and the Trustee;

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Securities under the Indenture (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Section 1107 of the Indenture, the Trustee, the Company and the other Guarantors, if any, are authorized and required to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Trustee, the Company and the other Guarantors, if any, mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to be Bound; Guarantee. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed to be a Guarantor for purposes of Article Fourteen of the Indenture.

3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” signed,” “signature” and words of like import in this Indenture or in any other certificate, agreement or document related to this Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the UCC.

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5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

3

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

SCHEDULE I

GUARANTEEING SUBSIDIARIES

5

Exhibit 4.2

EXECUTION VERSION

First Supplemental Indenture

Dated as of June 23, 2020

Supplement to the Indenture

Dated as of June 23, 2020

PG&E CORPORATION

Company

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee

and

JPMORGAN CHASE BANK, N.A.

Collateral Agent

5.000% Senior Secured Notes due 2028

5.250% Senior Secured Notes due 2030

TABLE OF CONTENTS

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FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 2020 (this “First Supplemental Indenture”), by and between PG&E CORPORATION, a corporation duly organized and existing under the laws of the State of California (the “Company” or the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee under the Base Indenture (as hereinafter defined) (the “Trustee”), and JPMorgan Chase Bank, N.A., as the collateral agent (the “Collateral Agent”).

RECITALS OF THE COMPANY

A. The Company and the Trustee are parties to that certain Indenture, dated as of June 23, 2020 (the “Base Indenture”) providing for the issuance by the Company of an unlimited number of series of Securities (as defined in the Base Indenture) from time to time.

B. Under the Base Indenture, the Company is authorized to establish one or more series of Securities at any time in accordance with and subject to the provisions of the Base Indenture, and the terms of such series of Securities may be described by a supplemental indenture executed by the Company and the Trustee.

C. Pursuant to the terms of the Base Indenture and this Supplemental Indenture, the Company desires to provide for the establishment of the following two new series of its Securities to be known as its 5.000% Senior Secured Notes due 2028 (the “2028 Notes”) and its 5.250% Senior Secured Notes due 2030 (the “2030 Notes”; together with the 2028 Notes, the “Notes”), respectively, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this First Supplemental Indenture.

D. The execution and delivery of this First Supplemental Indenture has been authorized by a Board Resolution (as defined in the Base Indenture).

E. Concurrent with the execution hereof, the Company has caused its counsel to deliver to the Trustee an Opinion of Counsel (as defined in the Base Indenture) pursuant to Sections 102 and 1004 of the Base Indenture together with a Company Order pursuant to Section 302 of the Base Indenture.

F. The Company has done all things necessary to make this First Supplemental Indenture a valid agreement of the Company, in accordance with its terms.

NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each other and for the equal and proportionate benefit of Holders of each series of the Securities with respect to all provisions herein applicable to such series of Securities, as follows:

ARTICLE 1

DEFINITIONS

Each capitalized term used but not defined in this First Supplemental Indenture shall have the meaning assigned to such term in the Base Indenture.

The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

Section 1.02. The following additional terms are hereby established for purposes of this First Supplemental Indenture and shall have the meanings set forth in this First Supplemental Indenture only for purposes of this First Supplemental Indenture:

“2028 Notes” has the meaning set forth in Section 2.01 hereto.

“2030 Notes” has the meaning set forth in Section 2.01 hereto.

“2028 Notes Applicable Premium” means, with respect to any 2028 Note on any Redemption Date, the excess, if any, of (i) the present value on such Redemption Date of (A) the Redemption Price of such 2028 Note on July 1, 2023 (such Redemption Price being that set forth in the table in Section 3.03(b)), plus (B) all required remaining scheduled interest payments due on such 2028 Note through July 1, 2023 (excluding accrued but unpaid interest, if any, to, but not including, the Redemption Date) computed using a discount rate equal to the applicable Treasury Rate as of such Redemption Date plus 50 basis points discounted to the Redemption Date on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months), over (ii) the then outstanding principal amount of such 2028 Note.

“2030 Notes Applicable Premium” means, with respect to any 2030 Note on any Redemption Date, the excess, if any, of (i) the present value on such Redemption Date of (A) the Redemption Price of such 2030 Note on July 1, 2025 (such Redemption Price being that set forth in the table in Section 3.04(b)), plus (B) all required remaining scheduled interest payments due on such 2030 Note through July 1, 2025 (excluding accrued but unpaid interest, if any, to, but not including, the Redemption Date) computed using a discount rate equal to the applicable Treasury Rate as of such Redemption Date plus 50 basis points discounted to the Redemption Date on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months), over (ii) the then outstanding principal amount of such 2030 Note.

“Additional Securities” means additional debt securities issued in the form of additional Securities of any series under the Indenture, including additional 2028 Notes or additional 2030 Notes, as the case may be.

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“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction, including any period for which the lease has been extended or may, at the option of the lessor, be extended. The present value shall be calculated using a discount rate equal to the rate of interest implicit in the Sale and Leaseback Transaction, determined in accordance with GAAP.

“Base Indenture” has the meaning set forth in the Recitals hereto.

“Bankruptcy Court” means the United States Bankruptcy Court for the Northern District of California.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time or upon the occurrence of a subsequent condition. The term “Beneficially Own” has a corresponding meaning. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

“Change of Control Offer” has the meaning assigned thereto in Section 4.01.

“Change of Control Payment” has the meaning assigned thereto in Section 4.01.

“Change of Control Triggering Event” shall mean, with respect to a series of Securities, the occurrence of both (a) a Change of Control and (b) a Rating Event with respect to such series of Securities.

“Collateral” means the following items referred to in clauses (a) through (c) below, collectively:

(a) all shares of common stock of the Utility owned by the Company and any other shares of common stock of the Utility obtained in the future by the Company and the certificates or instruments representing such shares of common stock (the “Pledged Equity”);

(b) all payments of dividends, cash, options, warrants, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, the Pledged Equity, and all certificates or instruments representing, and rights and privileges of the Company with respect to, the securities and other property referred to in this clause (b) and clause (a) above; and

(c) all Proceeds (as such term is defined in the UCC) of any of the foregoing.

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“Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent under the Indenture and the other Collateral Documents, together with its successors and permitted assigns (or if such Person is no longer the Collateral Agent, such agent or trustee as is designated as “Collateral Agent” under the First Priority Credit Documents).

“Collateral Documents” means, collectively, the Pledge Agreement and all other agreements, instruments and documents that are intended to create, perfect or evidence Liens to secure the Notes Obligations, including, without limitation, all other security agreements, pledge agreements, loan agreements, notes, guarantees, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, financing statements and all other written matter whether heretofore, now or hereafter executed by the Company or any of its Subsidiaries and delivered to the Collateral Agent for its benefit and the benefit of the other Notes Secured Parties, as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed from time to time.

“Collateral Document Order” means a written request of the Company signed by one of its Officers sent to the Collateral Agent.

“Confirmation Order” means, collectively, (i) the Funding Transactions Order and (ii) the confirmation order entered by the Bankruptcy Court confirming the Plan of Reorganization and approving the transactions contemplated thereby (provided that such order shall be substantially in the form filed by PG&E Corporation and the Utility with the Bankruptcy Court on June 14, 2020, except for any changes thereto that are not materially adverse to the Holders of the Notes).

“Consolidated Cash Flow” of the Company means, for any period, the Consolidated Net Income for such period plus, without duplication: (a) Consolidated Fixed Charges; (b) Consolidated Tax Expense; (c) Consolidated Non-cash Charges; (d) any expenses or charges (other than depreciation or amortization expense) of the Company or any of its Subsidiaries related to any Equity Offering or the incurrence, repayment or amendment of Indebtedness (in each case, regardless of whether consummated); (e) any costs or expenses incurred by the Company or any of its Subsidiaries pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholder agreement, to the extent any such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interests of the Company (other than Disqualified Capital Stock); (f) any net unrealized losses (after any offset) of the Company or any of its Subsidiaries resulting in such period from (i) obligations under any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any of its Subsidiaries against fluctuations in currency values and (ii) the application of FASB Accounting Standards Codification 815; provided that to the extent any such contract, agreement or arrangement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by the Company), the realized loss on such contract, agreement or arrangement shall be included to the extent the amount of such hedge gain or loss was excluded in a prior period;

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(g) any net unrealized loss (after any offset) of the Company or any of its Subsidiaries resulting in such period from (i) currency translation or exchange losses including those (A) related to currency remeasurements of Indebtedness and (B) resulting from hedge agreements for currency exchange risk and (ii) changes in the fair value of Indebtedness resulting from changes in interest rates; (h) the amount of any minority interest expense (less the amount of any cash dividends that are paid on account of such minority interests during such period to the Company or its Subsidiaries); and (i) all extraordinary, unusual or non-recurring expenses, in each case of clauses (a) through (i), to the extent deducted in computing Consolidated Net Income for such period, of the Company and its Subsidiaries, determined in accordance with GAAP on a consolidated basis.

“Consolidated Fixed Charge Coverage Ratio” of the Company means, for any period, the ratio of (a) Consolidated Cash Flow for such period to (b) the Consolidated Fixed Charges for such period.

If the Company or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of proceeds therefrom, as if the same had occurred at the beginning of the applicable period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of such period to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging obligation applicable to such Indebtedness, but if the remaining term of such interest hedging obligation is less than twelve months, then such interest hedging obligation shall only be taken into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Company or any of its Subsidiaries, the interest rate shall be calculated by applying such option rate chosen by the Company or any of its Subsidiaries. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company or any of its Subsidiaries may designate. The Consolidated Interest Expense attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. The Consolidated Interest Expense attributable to the interest component of a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

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Acquisitions that have been made by the Company or any of its Subsidiaries (including through mergers, consolidations or otherwise, and including any related financing transactions) subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made shall be given pro forma effect as if they had occurred on the first day of the applicable period, including any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of a responsible financial or accounting officer of the Company (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related thereto).

“Consolidated Fixed Charges” means, for any period, the sum of, without duplication: (a) Consolidated Interest Expense plus (b) all dividends or distributions, whether paid or accrued during such period and regardless of whether in cash, on any series of preferred stock of the Company or any of its Subsidiaries, other than dividends or distributions on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Capital Stock) or dividends or distributions paid to the Company or any of its Subsidiaries, in each case, as determined in accordance with GAAP on a consolidated basis.

“Consolidated Interest Expense” means, for any period, the sum of, without duplication: (a) the aggregate of the interest expense of the Company and its Subsidiaries for such period, on a consolidated basis, whether paid or accrued (including, without limitation, (i) amortization of debt issuance costs and original issue discount and the amortization or write-off of deferred financing costs, including, in each case, fees, charges and related expenses, (ii) the net cost under interest rate contracts (including amortization of discounts), (iii) non-cash interest expense, (iv) the interest portion of any deferred payment obligation, (v) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period, (vi) imputed interest with respect to Attributable Debt, and (vii) commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), plus (b)(i) the interest component of the Finance Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period and (ii) all the capitalized interest of the Company and its Subsidiaries, in each case, as determined in accordance with GAAP on a consolidated basis.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries for such period, determined in accordance with GAAP on a consolidated basis, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication: (i) the after-tax effect of extraordinary gains or losses (less all fees and expenses relating thereto); (ii) the portion

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of such net income (or loss) allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been paid to the Company or one of its Subsidiaries by such Persons; (iii) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan; (iv) the after-tax effect of gains or losses (less all fees and expenses relating thereto) from the early extinguishment or conversion of Indebtedness; (v) the after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to dispositions of assets other than in the ordinary course of business; and (vi) the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Subsidiary or its stockholders. In addition, to the extent not already included in the Consolidated Net Income of the Company and its Subsidiaries, notwithstanding anything to the contrary in the foregoing, but without duplication, such Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture (in each case, regardless of whether non-recurring).

“Consolidated Net Tangible Assets” of any Person means, as of any determination date, (a) the total amount of assets of such Person and its consolidated Subsidiaries, less (b) the sum of (i) current liabilities of such Person and its consolidated Subsidiaries and (ii) the amount of the assets of such Person and its consolidated Subsidiaries classified as intangible assets, in each case, determined on a consolidated basis in accordance with GAAP as of the last day of the most recently ended fiscal quarter prior for which internal financial statements are available immediately preceding such determination date.

“Consolidated Non-cash Charges” means, for any period, the aggregate depreciation and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), accretion expense and other non-cash charges of the Company and its Subsidiaries for such period, as determined in accordance with GAAP on a consolidated basis (excluding any non-cash charge that requires an accrual or reserve for cash charges for any future period).

“Consolidated Tax Expense” means, for any period, the provision for taxes based on income, profits or capital, including, without limitation, federal, state, franchise, local and foreign taxes (including any levy, impost, deduction, charge, rate, duty, compulsory loan or withholding that is levied or imposed by a governmental agency, and any related interest, penalty, charge, fee or other amount), of the Company and its Subsidiaries for such period, as determined in accordance with GAAP on a consolidated basis.

“CPUC” means the California Public Utilities Commission.

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“Credit Facilities” means, with respect to the Company, one or more debt facilities, including the New HoldCo Credit Agreements, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder.

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the date 91 days after the final maturity date of the relevant series of Securities.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private sale of Equity Interests of the Company (other than Disqualified Capital Stock and other than to a Subsidiary of the Company) by the Company.

“Escrow Account” means a segregated account established in our name with the Escrow Agent, under the control of the Trustee pursuant to the terms of the Escrow Agreement, that includes only Permitted Investments, the proceeds thereof and interest earned thereon, free from all Liens other than the Lien in favor of the Trustee for its benefit and the benefit of the Holders of the Securities.

“Escrow Agent” means The Bank of New York Mellon Trust Company, N.A., as escrow agent under the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement dated the Issue Date among the Company, the Trustee and the Escrow Agent, relating to the proceeds received by the Company from the offer and sale of the Securities.

“Escrow Collateral” has the meaning specified in the Escrow Agreement.

“Escrow Conditions” has the meaning specified in the Escrow Agreement.

“Escrow Release Date” means the date, if any, when all the Escrow Conditions have been satisfied and funds held in the Escrow Account are released to the Company.

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“FERC” means the U.S. Federal Energy Regulatory Commission.

“Finance Lease Obligation” means any obligations of the Company and its Subsidiaries on a consolidated basis under any finance lease of real or personal property which, in accordance with GAAP, has been recorded as a finance lease obligation.

“First Priority Credit Documents” means the New HoldCo Credit Agreements, the Indenture and each of the other agreements, documents and instruments providing for or evidencing any other First Priority Credit Obligation under Credit Facilities and any other document or instrument executed or delivered at any time in connection with any First Priority Credit Obligation under the Credit Facilities (including any intercreditor or joinder agreement among holders of First Priority Credit Obligations but excluding documents governing Swap Agreements), to the extent such are effective at the relevant time, as each may be amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed from time to time.

“First Priority Credit Obligations” means any Obligations of the Company under or in respect of the New HoldCo Credit Agreements (and the “Loan Documents” as defined therein), the Indenture and the other First Priority Credit Documents, in each case, as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the New HoldCo Credit Agreements), including, for the avoidance of doubt, principal, premium (if any), interest, fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, to the extent secured by a Lien permitted to be incurred or deemed incurred to secure Indebtedness constituting Pari Passu Obligations pursuant to Section 5.01(a).

“Fitch” means Fitch Ratings, Inc. or any successor to the ratings business thereof.

“Funding Transactions Order” means the order of the Bankruptcy Court approving the Plan Financing Transactions entered on June 11, 2020 [Docket No. 7909].

“Future Pari Passu Indebtedness” means any Indebtedness of the Company incurred after the Issue Date that is secured by a Lien on the Collateral and ranks equally in right of payment and Lien priority to the Securities as permitted by the Indenture; provided that the trustee, agent or other authorized representative for the holders of such Indebtedness (other than in the case of Additional Securities issued pursuant to Section 2.01(b) hereof) shall execute a joinder to the Collateral Documents, unless already a party thereto.

“Future Pari Passu Indebtedness Secured Parties” means holders of any Future Pari Passu Obligations and any trustee, authorized representative or agent of such Future Pari Passu Obligations.

“Future Pari Passu Obligations” means Obligations in respect of Future Pari Passu Indebtedness.

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“HoldCo Revolving Credit Agreement” means the revolving credit agreement to be entered into among the Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto from time to time pursuant to that certain RCF Commitment Letter dated as of May 26, 2020 among the Company and the commitment parties party thereto, as the same may be amended, restated, supplemented or modified from time to time.

“HoldCo Revolving Credit Agreement Obligations” means Obligations of the Company under the HoldCo Revolving Credit Agreement and the Loan Documents (as defined in the HoldCo Revolving Credit Agreement), other than Obligations in respect of the Securities, the Indenture or the New HoldCo Term Loan Credit Agreement.

“Indenture” means the Base Indenture as amended and supplemented by this First Supplemental Indenture and as may be further supplemented from time to time.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch) or an equivalent Investment Grade rating from any replacement Ratings Agency appointed by us.

“Issue Date” means June 23, 2020.

“Lien” means, with respect to any property or assets, including Capital Stock, any mortgage, lien, pledge, security interest or other encumbrance; provided, however, that the term “Lien” does not mean any easements, rights-of-way, restrictions and other similar encumbrances and encumbrances consisting of zoning restrictions, leases, subleases, restrictions on the use of property or defects in title.

“Mandatory Redemption Event” means the failure of the Escrow Release Date to occur on or before September 9, 2020.

“Material Credit Facility” means any Credit Facility pursuant to which the Company could be liable for Obligations to any Person in respect of Indebtedness having an aggregate principal amount in excess of $10.0 million (regardless of whether such Indebtedness has been incurred).

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the ratings business thereof.

“New HoldCo Credit Agreements” means the HoldCo Revolving Credit Agreement and the New HoldCo Term Loan Credit Agreement.

“New HoldCo Credit Agreement Secured Parties” means the Collateral Agent, the Revolving Administrative Agent, the administrative agent under the New HoldCo Term Loan Credit Agreement, the lenders under the New HoldCo Credit Agreements and other “Secured Parties” as such term is defined in the New HoldCo Credit Agreements.

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“New HoldCo Term Loan Credit Agreement” means the term loan credit agreement to be entered into among the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and JPMorgan Chase Bank, N.A., as collateral agent, as the same may be amended, restated, supplemented or modified from time to time.

“New HoldCo Term Loan Credit Agreement Obligations” means Obligations of the Company under the New HoldCo Term Loan Credit Agreement and the other Loan Documents (as defined in the New HoldCo Term Loan Credit Agreement), other than Obligations in respect of the Securities, the Indenture or any Revolving Credit Facility.

“New Utility Credit Agreements” means the Utility Revolving Credit Agreement and the New Utility Term Loan Credit Agreement.

“New Utility Term Loan Credit Agreement” means the term loan credit agreement to be entered into among the Utility, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto from time to time pursuant to that certain Term Loan Facility Commitment Letter dated as of May 26, 2020 among the Utility and the commitment parties party thereto, as the same may be amended, restated, supplemented or modified from time to time.

“Notes Obligations” means all Obligations of the Company under the Securities, the Indenture and the Collateral Documents (other than Obligations in respect of the New HoldCo Term Loan Credit Agreement or any Revolving Credit Facility).

“Notes Secured Parties” means the Trustee, the Collateral Agent and Holders of the Securities.

“Obligations” means any principal, interest (including Post-Petition Interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, regardless of whether a claim for Post-Petition Interest is allowed or allowable in such proceedings), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Pari Passu Obligations” means (a) all Notes Obligations, (b) all other First Priority Credit Obligations and (c) all Future Pari Passu Obligations.

“Pari Passu Secured Parties” means (a) the Notes Secured Parties, (b) the New HoldCo Credit Agreement Secured Parties and (c) any Future Pari Passu Indebtedness Secured Parties.

“Permitted Investments” means (a) cash and (b) U.S. Government Securities maturing no later than the Special Redemption Date.

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“Permitted Liens” means:

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“Permitted Refinancing Debt” means any Indebtedness of the Company that renews, extends, substitutes, refinances or replaces (each, for purposes of this definition, a “refinancing”) of any Indebtedness of the Company, including any successive refinancings, so long as:

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“Plan Financing Transactions” means, as a condition to emergence and pursuant to the Plan of Reorganization, one or more equity financing transactions through which the Company expects to raise an aggregate of $9.0 billion of gross proceeds in cash, and the one or more other debt financing transactions, including the entry into one or more credit facilities and/or term loans through which the Company and the Utility raised an aggregate of $16.675 billion of gross proceeds in cash.

“Plan of Reorganization” means the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization dated December 12, 2019 (as amended on January 31, 2020, March 9, 2020, March 16, 2020, May 22, 2020 and as may be further amended, modified or supplemented from time to time) in the form confirmed by the Bankruptcy Court pursuant to the Confirmation Order (provided that such plan shall be in the form filed by PG&E Corporation and the Utility with the Bankruptcy Court on June 14, 2020, except for any changes thereto that are not materially adverse to the Holders of the Securities).

“Pledge Agreement” means the Pledge Agreement entered into among the Company, the administrative agents under each of the New HoldCo Credit Agreements, the Trustee and the Collateral Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Pledged Collateral” has the meaning given to such term in the Pledge Agreement.

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“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding, regardless of whether allowed or allowable as a claim in any such bankruptcy or insolvency proceeding.

“Prospectus Supplement” means the Prospectus Supplement, dated June 15, 2020, as supplemented by the free writing prospectus filed by the Company with the Commission on June 18, 2020, related to the issuance and sale of the Securities.

“Qualified Securitization Bond Issuer” means a Subsidiary of the Utility formed and operating solely for the purpose of (a) purchasing and owning property created under a “financing order” (as such term is defined in the California Public Utilities Code) or similar order issued by the CPUC, (b) issuing such securities pursuant to such order, (c) pledging its interests in such property to secure such securities and (d) engaging in activities ancillary to those described in clauses (a), (b) and (c).

“Rating Agency” means, with respect to a series of Securities, (a) each of Moody’s, S&P and Fitch and (b) if Moody’s, S&P or Fitch ceases to rate the Securities of such series or fails to make a rating of the Securities of such series publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by us as a replacement agency for Moody’s, S&P or Fitch, or each of them, as the case may be, with respect to such series of Securities.

“Rating Event” means, with respect to a series of Securities, the occurrence of both (a) the rating on such series of Securities is lowered (including gradations within rating categories as well as between rating categories) by at least two of the three Rating Agencies and (b) such series of Securities are rated below an Investment Grade rating by at least two of the three Rating Agencies on any day within the Trigger Period for such Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating with respect to such series of Securities will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event with respect to such series of Securities for purposes of the definition of Change of Control Triggering Event) if (1) during the Trigger Period, the relevant rating is subsequently upgraded to its level at the beginning of the Trigger Period (or better) or (2) each Rating Agency making the reduction in rating to which this definition would otherwise apply does not publicly announce or publicly confirm, or inform the Trustee in writing at our request, that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (regardless of whether the applicable Change of Control has occurred at the time of the Rating Event).

“Redemption Price” means the price at which each series of Securities may be redeemed pursuant to Error! Reference source not found. or Section 3.03 hereof.

“Redemption Trigger Date” means September 9, 2020.

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“Regulated Utility” means any public utility company that is regulated by a state utility commission or the FERC that is a Subsidiary of the Company, including the Utility.

“Related Person” has the meaning assigned thereto in Section 10.05(b).

“Repurchase Date” has the meaning assigned thereto in Section 4.01(a).

“Revolving Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the HoldCo Revolving Credit Agreement, together with its successors in such capacity.

“Revolving Credit Facilities” means any Credit Facility that provides for revolving credit loans or letters of credit, including without limitation the Credit Facility governed by the HoldCo Revolving Credit Agreement.

“S&P” means S&P Global Inc., or any successor to the rating business thereof.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or any of its Subsidiaries of any property, whether owned by the Company or any of its Subsidiaries at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

“Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is a “Significant Subsidiary” as such term is defined in Rule 1-02(w) of Regulation S-X under the Exchange Act as in effect on the Issue Date; provided that notwithstanding the foregoing, no special purpose finance subsidiary, nor A/R Securitization Subsidiary, nor any Qualified Securitization Bond Issuer (or Subsidiaries of any Qualified Securitization Bond Issuer or any A/R Securitization Subsidiary) shall constitute a Significant Subsidiary. Unless otherwise qualified, all references herein to a “Significant Subsidiary” or to “Significant Subsidiaries” shall refer to a “Significant Subsidiary” or “Significant Subsidiaries” (as applicable) of the Company. For the avoidance of doubt, the Utility and each Guarantor will at all times be deemed to be Significant Subsidiaries of the Company.

“Special Redemption” has the meaning assigned thereto in Section 3.05(c) hereof.

“Special Redemption Date” means the earlier of (a) September 14, 2020 or (b) any other Business Day selected by the Company and set forth in the notice of redemption, with respect to a Special Mandatory Redemption, given to Holders of Securities in accordance with the redemption notice provision of the Indenture.

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“Special Redemption Price” means, with respect to each series of Securities, an amount of cash equal to 101% of the principal amount of the Securities of such series to be redeemed on the Special Redemption Date plus accrued and unpaid interest thereon, if any, to the Special Redemption Date.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof; provided that, in the case of debt securities that are by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based on the value of the Capital Stock) of the Company, any obligation to offer to repurchase such debt securities on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition or contingency, will be treated as a Stated Maturity date of such convertible debt securities.

“Superior Revolving Credit Agreement Obligations” means the HoldCo Revolving Credit Agreement Obligations (other than obligations to pay fees, expenses and indemnities owing to the Collateral Agent, the Revolving Administrative Agent, the administrative agent under the New HoldCo Term Loan Credit Agreement, the Trustee and any trustee, agent or authorized representative for holders of Future Pari Passu Indebtedness) that would be satisfied prior to and in priority over any First Priority Credit Obligations, out of the proceeds of any collection, sale or realization of Pledged Collateral as a result of an enforcement of remedies under any of the Collateral Documents or any other express written agreement of the Company and the Collateral Agent.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that (a) no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or any of its Subsidiaries shall be a “Swap Agreement” and (b) no stock purchase contract issued by the Company shall be a “Swap Agreement.”

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including, without limitation, deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to the Redemption Date

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(or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to (i) in the case of the 2028 Notes July 1, 2023, and (ii) in the case of the 2030 Notes, July 1, 2025; provided, however, that if no published maturity exactly corresponds with such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from the arithmetic mean of the yields for the next shortest and next longest published maturities; provided, further, that if the period from the Redemption Date (i) in the case of the 2028 Notes, July 1, 2023, and (ii) in the case of the 2030 Notes, July 1, 2025, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Company will (a) calculate the Treasury Rate no later than the second (and no earlier than the fourth) Business Day preceding the applicable Redemption Date and (b) prior to such Redemption Date, file with the Trustee a statement setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

“Trigger Period” means, with respect to any Change of Control, the period commencing on the earlier of (i) the occurrence of such Change of Control and (ii) the first public announcement of the occurrence of such Change of Control or the Company’s or any Person’s intention to effect such Change of Control, and ending 60 days following the consummation of such Change of Control (which period will be extended so long as the rating of such series of Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies).

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Utility” means Pacific Gas and Electric Company, a California corporation and a Subsidiary of the Company.

“Utility First Mortgage Bonds” means the one or more series of fixed or floating rate first mortgage bonds to be issued by the Utility, on or prior to the effective date of the Plan of Reorganization, pursuant to and in accordance with the Plan of Reorganization.

“Utility Revolving Credit Agreement” means the revolving credit agreement to be entered into among the Utility, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents and the lenders party thereto pursuant to that certain RCF Commitment Letter dated as of May 26, 2020 among the Utility and the commitment parties party thereto, as the same may be amended, restated, supplemented or modified from time to time.

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“Utility Senior Notes” means (i) each series of senior unsecured notes issued by the Utility and outstanding as of the Issue Date that are reinstated upon effectiveness of the Plan of Reorganization pursuant to the terms thereof, and (ii) each series of newly issued senior notes issued by the Utility upon effectiveness of the Plan of Reorganization pursuant to the terms thereof.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

ARTICLE 2

ESTABLISHMENT OF THE NOTES

Section 2.01. Establishment and Designation of the Securities.

(a) Pursuant to the terms hereof and Section 301 of the Base Indenture, the Company hereby establishes the following series of Securities designated as the “5.250% Senior Secured Notes due 2028” (the “2028 Notes”) and the “5.000% Senior Secured Notes due 2030” (the “2030 Notes”), respectively.

(b) Pursuant to the terms hereof and Section 301 of the Base Indenture, and subject to Section 5.01 hereof, the Company may, without consent of the Holders of Securities, issue Additional Securities that have the same terms in all respects to the applicable series of Securities (except for the date of issuance, the issue price, and, in some cases, the initial interest accrual date and the first Interest Payment Date); provided that if any such Additional Securities subsequently issued are not fungible with any Securities of such series previously issued for U.S. federal income tax purposes, such Additional Securities will have a separate CUSIP number. Any Additional Securities will be secured by the Collateral, equally and ratably, with any Securities, subject to the terms and conditions of this Supplemental Indenture.

Section 2.02. Form of the Securities.

The Notes of each series shall be issued in the form of one or more Global Securities in substantially the form set forth (i) in the case of the 2028 Notes, in Exhibit A hereto and (ii) in the case of the 2030 Notes, in Exhibit B hereto.

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Section 2.03. Minimum Denomination.

The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.04. Principal Amount of the Securities.

The 2028 Notes shall be issued in an initial aggregate principal amount of $1,000,000,000.

The 2030 Notes shall be issued in an initial aggregate principal amount of $1,000,000,000.

Section 2.05. Interest Rates; Stated Maturity of the Securities.

The 2028 Notes shall bear interest at the rate of 5.250% per annum and shall have a Stated Maturity of July 1, 2028.

The 2030 Notes shall bear interest at the rate of 5.000% per annum and shall have a Stated Maturity of July 1, 2030.

Section 2.06. No Sinking Fund.

No sinking fund is provided for the Securities.

Section 2.07. Paying Agent and Security Registrar.

The Trustee is hereby appointed as initial Paying Agent and initial Security Registrar for the Securities. The Notes shall be payable at the Corporate Trust Office of the Trustee.

Section 2.08. Global Securities; Appointment of Depositary for Global Securities.

The Notes shall be issued in the form of one or more permanent Global Securities as provided in Section 203 of the Base Indenture and deposited with, or on behalf of, the Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee.

The Notes shall initially be registered in the name of Cede & Co., as the nominee of The Depository Trust Company.

None of the Company, the Trustee, any Paying Agent or any Security Registrar will have any responsibility or liability for any aspect of Depositary records relating to, or payments made on account of, beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any Depositary records relating to such beneficial ownership interests, or for transfers of beneficial interests in the Securities or any transactions between the Depositary and beneficial owners.

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ARTICLE 3

REDEMPTION

Section 3.01. Notice of Redemption.

(a) Notice of any redemption pursuant to Section 3.03 or Section 3.04 shall be given to Holders of the Securities being redeemed in the manner set forth in Section 106 of the Base Indenture and in the form set forth in Section 1204 of the Base Indenture.

Section 3.02. Calculation of Redemption Price.

(a) The Company shall calculate the Redemption Price for any redemption of the Securities pursuant to Error! Reference source not found. or Section 3.03, as applicable, and notify the Trustee of such Redemption Price before it sends the amount of the Redemption Price to the Trustee or any Paying Agent.

Section 3.03. Optional Redemption of the 2028 Notes.

(a) Except as set forth in this Section 3.03, the Company is not entitled to redeem the 2028 Notes at its option prior to July 1, 2023.

(b) On or after July 1, 2023, the Company may redeem all or a part of the 2028 Notes, on any one or more occasions, upon notice as described in Section 3.01 at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date (subject to the rights of Holders of the 2028 Notes on the relevant record date to receive interest on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

(c) At any time after satisfaction of the Escrow Conditions and prior to July 1, 2023, the Company may redeem all or a part of the 2028 Notes, on any one or more occasions, upon notice as described under Section 3.01 at a Redemption Price equal to 100% of the principal amount of the 2028 Notes redeemed, plus the 2028 Notes Applicable Premium as of the Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders of the 2028 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Calculation of the 2028 Notes Applicable Premium is the Company’s responsibility, and the Trustee shall have no duty to calculate or verify the calculation of the 2028 Notes Applicable Premium.

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(d) In addition, at any time after satisfaction of the Escrow Conditions and prior to July 1, 2023, the Company may, on any one or more occasions, use the net cash proceeds from one or more Equity Offerings to redeem, in the aggregate for all such redemptions, up to 40% of the aggregate principal amount of the 2028 Notes issued under the Indenture (including the aggregate principal amount of any additional 2028 Notes issued hereunder), upon notice as described in Section 3.01, at a Redemption Price equal to 105.00% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date (subject to the rights of Holders of the 2028 Notes on the relevant record date to receive interest on the relevant Interest Payment Date falling prior to or on the Redemption Date), provided that:

(i) at least 60% of the aggregate principal amount of the 2028 Notes issued under the Indenture on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(ii) the redemption occurs within 180 days of the date of, and may be conditioned upon, the closing of such Equity Offering.

Section 3.04. Optional Redemption of the 2030 Notes.

(a) Except as set forth in this Section 3.04, the Company is not entitled to redeem the 2030 Notes at our option prior to July 1, 2025.

(b) On or after July 1, 2025, upon notice as described under Section 3.01, the Company may redeem all or a part of the 2030 Notes, on any one or more occasions, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date (subject to the rights of Holders of the 2030 Notes on the relevant record date to receive interest on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

(c) At any time after satisfaction of the Escrow Conditions and prior to July 1, 2025, the Company may redeem all or a part of the 2030 Notes, on any one or more occasions, upon notice as described under Section 3.01, at a Redemption Price equal to 100% of the principal amount of the 2030 Notes redeemed, plus the 2030 Notes Applicable Premium as of the Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders of the 2030 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Calculation of the 2030 Notes Applicable Premium is the Company’s responsibility, and the Trustee shall have no duty to calculate or verify the calculation of the 2030 Notes Applicable Premium.

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(d) In addition, at any time after satisfaction of the Escrow Conditions and prior to July 1, 2023, the Company may, on any one or more occasions, use the net cash proceeds from one or more Equity Offerings to redeem, in the aggregate for all such redemptions, up to 40% of the aggregate principal amount of the 2030 Notes issued under the Indenture (including the aggregate principal amount of any additional 2030 Notes issued hereunder), upon notice as described in Section 3.01, at a Redemption Price equal to 105.25% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date (subject to the rights of Holders of the 2030 Notes on the relevant record date to receive interest on the relevant Interest Payment Date falling prior to or on the Redemption Date), provided that:

(i) at least 60% of the aggregate principal amount of the 2030 Notes issued under the Indenture on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(ii) the redemption occurs within 180 days of the date of, and may be conditioned upon, the closing of such Equity Offering.

Section 3.05. Special Redemption.

(a) In the event that the Company provides an Escrow Redemption Notice (as defined in the Escrow Agreement) pursuant to Section 6(c)(i) of the Escrow Agreement on or prior to 12:00 p.m. (Pacific Time) on the Redemption Trigger Date to the Escrow Agent, the Company shall, on such date, send a notice to the Trustee and to each Holder of Securities, substantially in the form attached as Exhibit C hereto, and shall be required to redeem the Securities on the Special Redemption Date specified in such notice of redemption at the Special Redemption Price. The Special Redemption Date shall be at least three and not more than 30 days after the date of such notice (and in any event shall not be later than September 14, 2020).

(b) If the Company has not notified the Trustee that the Escrow Conditions have been satisfied or issued an Escrow Redemption Notice prior to 12:00 p.m. (Pacific Time) on the Redemption Trigger Date, the Trustee shall, on such date, send to each Holder of Securities, substantially in the form attached as Exhibit C hereto, specifying the Special Redemption Date and the Special Redemption Price. The Trustee shall, on the Redemption Trigger Date, deliver an Escrow Redemption Notice pursuant to Section 6(c)(ii) of the Escrow Agreement. The Trustee will be paid by the Escrow Agent all amounts from the Escrow Account necessary to pay the Special Redemption Price on such Special Redemption Date, and to the extent of funds withdrawn from the Escrow Account, shall redeem the Securities on such date at the Special Redemption Price.

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(c) Any redemption made pursuant to this Section 3.05 (a “Special Redemption”) shall be made pursuant to the procedures set forth in the Indenture and the Escrow Agreement. The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Securities, except pursuant to Section 3.05(a) or (b) hereof.

ARTICLE 4

REPURCHASE OF NOTES UPON CHANGE OF CONTROL TRIGGERING EVENT

Section 4.01. Repurchase of Notes Upon a Change of Control Triggering Event.

(a) Upon a Change of Control Triggering Event with respect to a series of Securities, unless the Company has exercised its right to redeem all of the Securities of such series in accordance with Error! Reference source not found. or Section 3.03, as applicable, or will concurrently exercise its right to so redeem the Securities of such series in accordance with Sections 3.03 or 3.04, as applicable, or to defease the Securities of such series or satisfy and discharge the Indenture with respect to such series of Securities in accordance with Article 6 or Article 7 hereof and Article Four or Article Five of the Base Indenture, each Holder of Securities of such series will have the right to require that the Company repurchase all or any part of that Holder’s Notes of such series pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Article 4. In the Change of Control Offer, the Company will offer a repurchase price payment in cash (the “Change of Control Payment”) in an amount equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Securities repurchased to, but not including, the date of repurchase (the “Repurchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date that is on or prior to the Repurchase Date.

(b) Within 30 days following any Change of Control Triggering Event with respect to a series of Securities, the Company shall send a notice constituting the Change of Control Offer to each Holder of such series of Securities, with a copy to the Trustee stating:

(i) that a Change of Control Triggering Event has occurred and that each such Holder has the right to require the Company to repurchase all or a portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Securities of such series on the terms set forth in the Indenture,

(ii) the Repurchase Date, which (other than as may be required by applicable law), shall be no earlier than 10 days nor later than 60 days from the date such notice is sent,

(iii) the nature of the transaction or transactions constituting the Change of Control Triggering Event,

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(iv) if sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on a Change of Control Triggering Event occurring on or prior to the Repurchase Date or such other conditions specified therein and shall describe each such condition,

(v) if applicable, that, in the Company’s discretion, the Repurchase Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Company believes, in its good faith judgment, that any or all such conditions (including such Change of Control Triggering Event) will not be satisfied by the Repurchase Date, or the Repurchase Date as so delayed,

(vi) that any Notes not tendered shall continue to accrue interest,

(vii) that any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Repurchase Date, unless the Company defaults in depositing the Change of Control Payment,

(viii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Repurchase Date,

(ix) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day (or such shorter periods as may be required by applicable law) preceding the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing his or her election to have such Notes purchased, and

(x) that Holders that elect to have their Notes purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Securities surrendered.

(c) Promptly following the expiration of the Change of Control Offer, the Company shall, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer.

(d) Promptly following such acceptance, the Company shall, on the Repurchase Date (i) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of such Notes properly tendered; and (ii) deliver or cause to be delivered to the Trustee the Securities of such series properly accepted together with an Officer’s Certificate identifying the aggregate principal amount of Notes of such series or portions thereof being purchased by the Company pursuant to the Change of Control Offer.

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(e) The Paying Agent shall promptly send or wire transfer to each Holder of Securities properly tendered the Change of Control Payment for such Notes (or, if all the Securities of a particular series are Global Securities, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and send (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Securities of the same series surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on and after the applicable Repurchase Date, unless the Company defaults in making the Change of Control Payment with respect to such Note.

(f) The Company shall announce to the Holders of the Securities the results of the Change of Control Offer on or as soon as practicable after the Repurchase Date.

(g) The Company shall not be required to make a Change of Control Offer with respect to the Securities of a series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company, and such third party purchases all Notes of such series properly tendered and not withdrawn under its offer. Securities repurchased by the Company pursuant to a Change of Control Offer will have the status of Securities issued but not Outstanding or will be retired and cancelled, at the Company’s option.

(h) Notwithstanding any other provision of Article 3 or this Article 4, in the event that Holders of Notes of a series validly tender and do not validly withdraw not less than 90% in aggregate principal amount of the outstanding Notes of such series in a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company in accordance with Section 4.01(g)) purchase all of such Notes so tendered and not withdrawn, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all of the Securities of such series that remain outstanding following such purchase at a Redemption Price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on such Notes, to the Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

(i) The Company shall comply with all applicable tender offer rules, including without limitation Rule 14e-1 under the Exchange Act, in connection with a Change of Control Offer and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the offer to purchase the Securities of a series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with Change of Control Offer provisions of the Securities of a series, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of any Securities by virtue of any such compliance.

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ARTICLE 5

COVENANTS

Section 5.01. Limitations on Liens.

(a) The Company shall not incur, issue, assume or guarantee any Indebtedness secured by a Lien upon any of the Collateral, other than:

(i) Liens securing Pari Passu Obligations incurred by the Company pursuant to Revolving Credit Facilities and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided that (a) the aggregate principal amount of such Pari Passu Obligations does not at any one time outstanding exceed the greater of (i) $1.0 billion and (ii) 1.3% of Consolidated Net Tangible Assets of the Company and (b) any such Pari Passu Obligations that are Superior Revolving Credit Agreement Obligations do not exceed $650 million;

(ii) Liens securing Pari Passu Obligations incurred by the Company pursuant to (a) the Securities issued on the Issue Date (excluding any Additional Securities), (b) the New HoldCo Term Loan Credit Agreement in respect of any Indebtedness outstanding thereunder on the Escrow Release Date and (c) any Permitted Refinancing Debt incurred in exchange for or the net proceeds of which are used to refund, replace or refinance Indebtedness described in clauses (a), (b) or (c) of this clause (ii); and

(iii) Liens securing Future Pari Passu Obligations incurred by the Company, so long as after giving effect to such incurrence the Consolidated Fixed Charge Coverage Ratio of the Company for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Liens are incurred would have been at least 2.00 to 1.00.

All Indebtedness outstanding under the HoldCo Revolving Credit Agreement on the Escrow Release Date will be treated as incurred on the Escrow Release Date under clause (a)(i) above, and all Indebtedness outstanding under the New HoldCo Term Loan Credit Agreement on the Escrow Release Date will be treated as incurred on the Escrow Release Date under clause (a)(ii) above.

(b) The Company shall not, and shall not permit any of its Significant Subsidiaries to, incur, issue, assume or guarantee any Indebtedness secured by a Lien upon any property or assets (other than the Collateral) of the Company or such Significant Subsidiary, except for Permitted Liens, without effectively providing that the outstanding Notes (together with, if the Company so determines, any other Indebtedness or obligation then existing or thereafter created ranking equally with the Securities) will be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness is so secured.

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Section 5.02. Restrictions on Sales and Leasebacks.

The Company shall not, and shall not permit any of its Significant Subsidiaries to, enter into any Sale and Leaseback Transaction involving any of the property or assets of the Company or such Significant Subsidiary used or useful in the Company’s or such Significant Subsidiary’s business, whether now owned or hereafter acquired, and having a fair market value in excess of 2.5% of Consolidated Net Tangible Assets of the Company as determined in good faith by a responsible financial or accounting officer of the Company, unless:

(a) the Company or such Significant Subsidiary, as the case may be, could incur a Lien on such property or assets pursuant to Section 5.01(b) in an amount at least equal to the Attributable Debt with respect to the Sale and Leaseback Transaction without equally and ratably securing the Securities; or

(b) the Company, within 180 days after the sale or transfer by the Company or such Significant Subsidiary, applies to the retirement of the Company’s funded debt (defined as indebtedness for borrowed money having a maturity of, or by its terms extendible or renewable for, a period of more than 12 months after the date of determination of the amount thereof) an amount equal to the greater of (a) the net proceeds of the sale of the property or assets sold and leased pursuant to such arrangement, or (b) the fair market value of the property or assets so sold and leased (subject to credits for certain voluntary retirements of funded debt) as determined in good faith by the Company’s board of directors.

Section 5.03. Ownership of the Utility.

So long as any Notes of any series are issued and outstanding, the Company shall own all the issued and outstanding common stock of the Utility either directly or indirectly through one or more Subsidiaries of the Company.

Section 5.04. Applicability of Covenants Contained in the Base Indenture. Each of the agreements and covenants of the Company contained in Article Ten of the Base Indenture shall apply to the Securities.

ARTICLE 6

SATISFACTION AND DISCHARGE

Section 6.01. Satisfaction and Discharge of Securities.

Section 401 of the Base Indenture is hereby amended to add the following language at the end of clause (1)(ii):

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“provided that with respect to each series of Securities if such redemption is made as provided in the third paragraph pertaining to optional redemption of Notes of such series under the caption “—Optional Redemption,” (x) the amount of cash in U.S. dollars, U.S. Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date (any such amount, the “Applicable Premium Deficit”) (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge of the Indenture. Any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;”

ARTICLE 7

DEFEASANCE

Section 7.01. Additional Covenant Defeasance.

In addition to the “obligations” referred to in Section 503 of the Base Indenture, “Covenant Defeasance”, as defined in such Section, will also apply to the release of the obligations of the Company and the Guarantors set forth in Article 4 hereof, Section 5.01 through Section 5.04 hereof, inclusive and Article 10 hereof.

ARTICLE 8

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01. Without Consent of Holders.

Without notice to or the consent of any Holders of Securities, the Company, the Trustee, and, if applicable, the Collateral Agent, at any time and from time to time, may modify, amend or supplement the Indenture, the Securities, any Subsidiary Guarantee, or the Collateral Documents for the Securities of any series, in each case as provided in Article Ten of the Base Indenture; provided that, in addition to the provisions of Section 1001 of the Base Indenture, the Company and the Trustee may enter into one or more indentures supplemental hereto to conform the text of the Indenture, the Securities, the Collateral Documents to any provision of the “Description of the Notes” section of the Prospectus Supplement, to the extent that such provision is intended to be a verbatim recitation of a provision of the Indenture, the Securities, the Collateral Documents, which intent shall be established pursuant to an Officer’s Certificate to that effect.

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Section 8.02. With Consent of Holders.

Section 1002 of the Base Indenture is hereby amended to

(1) add the following language to the end of clauses (1) and (2):

“provided, however, that any purchase or repurchase of Securities, including pursuant to Article 4 of this First Supplemental Indenture, shall not be deemed a redemption of Notes;”

(2) add the following language to the end of clause (3):

“provided, however, that any purchase price to be paid upon the purchase or repurchase of Securities, including pursuant to Article 4 of this First Supplemental Indenture, shall not be deemed principal, premium or interest;”

ARTICLE 9

ESCROW MATTERS

Section 9.01. Escrow Account. Notwithstanding anything in the Indenture, on the Issue Date, simultaneously with the issuance of the Securities, the Company shall, pursuant to the terms of the Escrow Agreement, deposit (or cause to be deposited) into the Escrow Account the net proceeds of the offering of the Securities, together with additional cash, in an aggregate amount sufficient to redeem the Securities at the Special Redemption Price on September 14, 2020. Funds held in the Escrow Account shall, pending release to fund the special mandatory redemption as set forth in Section 3.05 hereof or as a result of the satisfaction of the Escrow Conditions as set forth in Section 9.03 hereof, be invested in Permitted Investments, in accordance with the terms of the Escrow Agreement.

Section 9.02. Special Redemption. If a special mandatory redemption of the Securities is to occur pursuant to Section 9.02 hereof, upon receipt of an Escrow Redemption Notice in accordance with the terms of the Escrow Agreement, the Escrow Agent shall promptly liquidate all Escrow Collateral then held by it and release and deliver the proceeds of such liquidated Escrow Collateral in accordance with the terms of the Escrow Agreement.

Section 9.03. Release of Escrowed Property. Upon the satisfaction of the Escrow Conditions, the Company may direct the Escrow Agent to, and the Escrow Agent shall liquidate all Escrow Collateral then held by it and release and deliver the proceeds of such liquidated Escrow Collateral subject to the conditions set forth in, and otherwise in accordance with, the terms of the Escrow Agreement.

Section 9.04. Trustee Direction to Execute Escrow Agreement. The Trustee is hereby authorized and directed to execute and deliver the Escrow Agreement.

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ARTICLE 10

SECURITY AND COLLATERAL

Section 10.01. Collateral Documents. From and after the Escrow Release Date, the due and punctual payment of the principal of, premium and interest on the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Securities and performance of all other Notes Obligations, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations. The Trustee and the Company hereby acknowledge and agree that the Collateral Agent’s security interest in the Collateral is for the benefit of the Notes Secured Parties and pursuant to the terms of the Collateral Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, and irrevocably authorizes and directs the Collateral Agent (i) to enter into the Collateral Documents, (ii) to execute each document in connection with any Collateral Document expressed to be executed by Collateral Agent on its behalf (including any intercreditor agreement or joinder to any Collateral Document in connection with Indebtedness or other obligations not prohibited by the Indenture (including Future Pari Passu Obligations)) and (iii) perform the duties and exercise the rights, powers, and discretions that are specifically given to it under the Collateral Documents or other documents to which the Collateral Agent is a party, together with any other incidental rights, power and discretions. The Company shall deliver to the Collateral Agent and the Trustee copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Collateral Agent for the benefit of the Notes Secured Parties the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Notes Obligations in favor of the Collateral Agent for the benefit of the Holders and the Trustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral, subject to no Liens other than permitted pursuant to Section 5.01(a). Neither the Trustee nor the Collateral Agent shall have any responsibility or liability in connection with such actions and filings.

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Section 10.02. Release of Collateral.

(a) Subject to clauses (b) and (c) below, the first priority Liens on the Collateral will be automatically released with respect to the Securities and the Subsidiary Guarantees, and the Trustee and/or the Collateral Agent (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release (each in form and substance satisfactory to the Trustee and the Collateral Agent), at the Company’s sole cost and expense, under one or more of the following circumstances:

(i) in whole upon:

(A) payment in full of the principal of, together with accrued and unpaid interest on, and all other Obligations on the Securities; or

(B) a legal defeasance or covenant defeasance of the Indenture or the satisfaction and discharge of the Indenture, in each case, as set forth under Article Four and Article Five of the Base Indenture and Article 6 and 7 hereof;

(ii) in whole or in part as provided in Article Ten of the Base Indenture and Article 9 hereof.

(b) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture and the Collateral Documents, if any, to such release have been complied with and that it is proper for the Trustee or Collateral Agent to execute and deliver the documents requested by the Company in connection with such release, and any instruments of termination, satisfaction or release prepared by the Company (each in form and substance satisfactory to the Trustee and the Collateral Agent), or the Collateral Agent, as applicable, shall execute, deliver or acknowledge (at the Company’s sole expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to the Indenture or the Collateral Documents. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate and Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

(c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of the Indenture or the Collateral Documents shall be effective as against the Holders, except as otherwise provided in the Collateral Documents.

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Section 10.03. Suits to Protect the Collateral.

(a) Subject to the provisions of Article Seven of the Base Indenture and the Collateral Documents, the Trustee, without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it determines in order to:

(i) enforce any of the terms of the Collateral Documents; and

(ii) collect and receive any and all amounts payable in respect of the Notes Obligations.

(b) Subject to the provisions of the Collateral Documents, the Collateral Agent shall have power to institute and to maintain such suits and proceedings as the Collateral Agent may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or the Indenture, and such suits and proceedings as the Collateral Agent may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in this Section 10.03 shall be considered to impose any such duty or obligation to act on the part of the Collateral Agent and neither the Trustee nor the Collateral Agent shall be liable for any such impairment.

Section 10.04. Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. The Collateral Agent is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents and distribute the same to the Trustee who may make further distributions of such funds to the Holders according to the provisions of the Indenture.

Section 10.05. Collateral Agent.

(a) Each Holder by accepting a Note hereby (i) irrevocably appoints (and authorizes and directs the Trustee to appoint) JPMorgan Chase Bank, N.A. as Collateral Agent to act as collateral agent for the Holders under the Collateral Documents and any other relevant documents to which the Collateral Agent is a party, and (ii) irrevocably appoints JPMorgan Chase Bank, N.A. as Collateral Agent and authorizes the Collateral Agent to take such action on its behalf under the provisions of the Indenture and the Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Indenture and the Collateral Documents. The Collateral Agent agrees to act as such on the express conditions contained in this Section 10.05. The provisions of this Section 10.05 are solely for the benefit of the Collateral Agent and none of the Trustee nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Article 6 and Article 7 hereof and Article Four and Article Five of the Base Indenture. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this First Supplemental Indenture and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this First Supplemental Indenture or the Collateral Documents, the duties of the Collateral Agent

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shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Indenture or the Collateral Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in the Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Collateral Agent may perform any of its duties under the Indenture and the Collateral Documents by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith.

(c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with the Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Collateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or Affiliate of the Company, or any Officer or Related Person thereof, contained in the Indenture, or any other Security Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, the Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of the Indenture or the Collateral Documents, or for any failure of the Company or any other party to the Indenture or the Collateral Documents to perform its obligations hereunder or thereunder or for the value or sufficiency of any Collateral. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Indenture or the Collateral Document or to inspect the properties, books, or records of the Company or any of its Affiliates.

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(d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under the Indenture or the Collateral Documents unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Securities or Pari Passu Secured Parties, as may be applicable, as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability, loss and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Pari Passu Obligations, as may be applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

(e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless an Officer of the Collateral Agent shall have received written notice from the Trustee or the Company referring to the Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default” and the Trustee has provided to the Collateral Agent a copy of such notice. Subject to the provisions of the Collateral Documents, the Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article Six of the Base Indenture or the Holders of a majority in aggregate principal amount of the Securities (subject to this Section 10.05) or the Pari Passu Obligations, as may be applicable.

(f) The Collateral Agent may resign at any time by written notice to the Trustee and the Company, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent hereunder shall be terminated, subject to and in accordance with Section 4.15(c) of the Pledge Agreement and the other provisions of the Collateral Documents. Upon the acceptance of its appointment as successor collateral agent in accordance with the terms of the Collateral Documents, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent. After the retiring Collateral Agent’s resignation, the provisions of this Section 10.05 (and Section 703 of the Base Indenture) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under the Indenture.

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(g) JPMorgan Chase Bank, N.A. shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents, agents, attorneys, custodians or nominees as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Collateral Documents, neither the Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for any misconduct or negligence on the part of any co-Collateral Agent, agent, attorney, custodian or nominee appointed with due care by it hereunder.

(h) The Collateral Agent is authorized and directed to (i) enter into the Collateral Documents to which it is a party, whether executed on or after the Issue Date, (ii) make the representations of the Holders set forth in the Collateral Documents, (iii) bind the Holders on the terms as set forth in the Collateral Documents and (iv) perform and observe its obligations under the Collateral Documents.

(i) The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, the Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s written instructions.

(j) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Company, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine the genuineness, validity, or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to the Indenture or any Collateral Document other than pursuant to the instructions of the Trustee (acting in accordance with the terms of the Indenture) or the Holders of a majority in aggregate principal amount of the Securities or as otherwise provided in the Collateral Documents, as may be applicable, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.

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(k) No provision of the Indenture or any Collateral Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) unless it shall have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. The Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

(l) The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with the Indenture and the Collateral Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Company (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act.

(m) The Collateral Agent shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Collateral Agent shall not be liable for any indirect, special, punitive, incidental or consequential damages (including but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

(n) The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Company under the Indenture and the Collateral Documents. The Collateral Agent shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in any Security Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, the Indenture or any Collateral Document; the execution, validity, genuineness, effectiveness or enforceability of any Collateral Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations. The Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any

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terms of the Indenture and the Collateral Documents, or the satisfaction of any conditions precedent contained in the Indenture and any Collateral Documents. The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under the Indenture and the Collateral Documents unless expressly set forth hereunder or thereunder. The Collateral Agent and the Trustee shall have the right at any time to seek instructions from the Holders with respect to the administration of the Security Documents.

(o) The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under the Indenture and the Collateral Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral.

(p) Upon the receipt by the Collateral Agent of a Collateral Document Order, the Collateral Agent is hereby authorized and directed to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document (in form and substance satisfactory to the Collateral Agent) to be executed after the Issue Date. Such Collateral Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Collateral Document Order referred to in, this clause (p), and (ii) instruct the Collateral Agent to execute and enter into such Collateral Document. Any such execution of a Collateral Document shall be at the direction and expense of the Company, upon delivery to the Collateral Agent of an Officer’s Certificate and, if requested, Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Collateral Document have been satisfied. The Holders, by their acceptance of the Securities, hereby authorize and direct the Collateral Agent to execute such Collateral Documents.

(q) Subject to the provisions of the applicable Collateral Documents, each Holder, by acceptance of the Securities, agrees that it will be bound by and will take no actions contrary to the provisions of the Collateral Documents. For the avoidance of doubt, the Collateral Agent shall have no discretion under the Indenture or the Collateral Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Pari Passu Obligations, as may be applicable, or the Trustee (acting in accordance with the terms of the Indenture), as applicable.

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(r) The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 606 of the Base Indenture and the other provisions of the Indenture.

(s) Notwithstanding anything to the contrary in the Indenture or any other Note Document, in no event shall the Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by the Indenture or the other Security Documents (including the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent or the Trustee be responsible for, and neither the Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby.

(t) Before the Collateral Agent acts or refrains from acting in each case at the request or direction of the Company, it may require an Officer’s Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 102 of the Base Indenture. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(u) Any Person into which the Collateral Agent or any successor to it as collateral agent shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent or any such successor to it shall be a party, or any Person to which the Collateral Agent or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Collateral Agent, shall be the successor Collateral Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(v) The Company shall pay compensation to, reimburse expenses of and indemnify the Collateral Agent in accordance with Section 707 of the Base Indenture mutatis mutandis.

ARTICLE 11

MISCELLANEOUS

Section 11.01. Application of First Supplemental Indenture.

Except as provided herein, each and every term and condition contained in this First Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Base Indenture shall apply only to the Securities established hereby and not to any other series of Securities established under the Indenture. Except as specifically amended and supplemented by, or to the extent inconsistent with, this First Supplemental Indenture, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

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Section 11.02. Effective Date of First Supplemental Indenture.

This First Supplemental Indenture shall be effective upon the execution and delivery hereof by each of the parties hereto.

Section 11.03. Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” signed,” “signature” and words of like import in the Indenture or in any other certificate, agreement or document related to the Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the UCC.

Section 11.04. Governing Law.

The Indenture and the Securities shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law.

Section 11.05. Electronic or Facsimile Communication.

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by the Company by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) subsequent to such transmission of written instructions, the Company shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the Company providing such instructions or directions. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

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Section 11.06. Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, electronic mail or other electronic transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

PG&E Corporation

77 Beale Street

San Francisco, CA 94105

Attention: Treasurer

Fax no.: (415) 973-4343 / (415) 267-7265

With a copy to (which shall not constitute notice for any purpose under the Indenture):

Hunton Andrews Kurth LLP

200 Park Avenue

52nd Floor

New York, NY 10166

Fax no.:(212) 309-1100

If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

400 South Hope Street, Suite 500

Los Angeles, CA 90071

Attention: Corporate Trust Administration

Fax no.: (213) 630-6298

If to the Collateral Agent:

JPMorgan Chase Bank, N.A.

CIB DMO WLO

Mail code NY1-C413, 4 CMC

Brooklyn, NY, 11245-0001

Email: ib.collateral.services@jpmchase.com

The Company, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

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All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt is acknowledged, if faxed or sent electronically; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be electronically delivered, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Security Register kept by the Registrar. Any notice or communication shall also be so delivered or mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

If the Company sends a notice or communication to Holders, they shall send a copy to the Trustee and the Collateral Agent at the same time.

Notwithstanding any other provision of the Indenture or any Security, where the Indenture or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

Section 11.07. Waiver of Jury Trial.

EACH OF THE COMPANY, THE TRUSTEE, THE HOLDERS (BY ACCEPTANCE OF THEIR NOTES) AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OF ANY SERIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

[Signature Page to First Supplemental Indenture]

[Signature Page to First Supplemental Indenture]

[Signature Page to First Supplemental Indenture]

Exhibit A

Form of 5.000% Senior Secured Note Due 2028

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR A SECURITY IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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PG&E CORPORATION

5.000% Senior Secured Note Due 2028

PG&E CORPORATION, a corporation duly organized and existing under the laws of the State of California (herein called the “Company,” which term includes any successor Person pursuant to the applicable provisions of the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of [•] ($[•]) on July 1, 2028 (the “Maturity Date”), and to pay interest thereon from and including June 23, 2020 or, in the case of a 5.000% Senior Secured Note due 2028 issued upon the registration of transfer or exchange, from and including the most recent Interest Payment Date (as defined herein) to which interest has been paid or duly provided for, semi-annually in arrears on January 1 and July 1 of each year (each an “Interest Payment Date”) and on the Maturity Date, commencing [•], 20[•] at the rate of 5.000% per annum until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this 5.000% Senior Secured Note due 2028 (this “2028 Note,” and together with all other 5.000% Senior Secured Note due 2028 (the “2028 Notes”) (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be each December 15 and June 15 immediately preceding such Interest Payment Date; provided, however, that interest payable at the Maturity Date or on a Redemption Date will be paid to the Person to whom principal is payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this 2028 Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the 2028 Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of the Indenture and any securities exchange, if any, on which the 2028 Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in said Indenture.

Payments of interest on this 2028 Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this 2028 Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months and will accrue from [•], 20[•] or from the most recent Interest Payment Date to which interest has been paid or duly provided for. In the event that any date on which interest is payable on the 2028 Notes (other than the Maturity Date) is not a Business Day, then

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payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. If the Maturity Date falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after maturity.

Payment of principal of, premium, if any, and interest on the 2028 Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, premium, if any, and interest on the 2028 Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security, provided that, in the case of payments of principal and premium, if any, such Global Security is first surrendered to the Paying Agent. If any of the 2028 Notes are no longer represented by a Global Security, (i) payments of principal, premium, if any, and interest due on the Maturity Date or earlier redemption of such 2028 Notes shall be made at the office of the Paying Agent upon surrender of such 2028 Notes to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, (A) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (B) by wire transfer to registered Holders of at least $10,000,000 in principal amount of the 2028 Notes at such place and to such account at a banking institution in the United States as such Holders may designate in writing to the Trustee at least sixteen (16) days prior to the date for payment.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS 2028 NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this 2028 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: [•], 20[•]

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 5.000% Senior Secured Notes Due 2028 referred to in the within-mentioned Indenture.

Dated: [•], 20[•]

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[Reverse of Security]

This 2028 Note is one of a duly authorized issue of Securities of the Company, issued and issuable in one or more series under an Indenture, dated as of June 23, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of June 23, 2020, by and among the Company, the Trustee and JPMorgan Chase Bank, N.A., as collateral agent (the “First Supplemental Indenture”, and with all additional indentures supplemental thereto, and any constituent instruments establishing the terms of particular Securities, being herein called the “Indenture”), and reference is hereby made to the Indenture for a description of the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of Securities thereunder and of the terms and conditions upon which Securities are, and are to be, authenticated and delivered. The acceptance of this 2028 Note shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. All terms used in this 2028 Note which are not defined herein shall have the meanings assigned to them in the Indenture.

1. Optional Redemption.

(a) Subject to the terms and conditions of the Indenture, on or after July 1, 2023, the Company may redeem all or a part of the 2028 Notes, on any one or more occasions, upon notice as described in Section 3.01 of the First Supplemental Indenture, at the Redemption Price (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date (subject to the rights of Holders of the 2028 Notes on the relevant record date to receive interest on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

(b) At any time after satisfaction of the Escrow Conditions and prior to July 1, 2023, the Company may redeem all or a part of the 2028 Notes, on any one or more occasions, upon notice as described under Section 3.01 of the First Supplemental Indenture, at a Redemption Price equal to 100% of the principal amount of the 2028 Notes redeemed, plus the 2028 Notes Applicable Premium as of the Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders of the 2028 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Calculation of the 2028 Notes Applicable Premium is the Company’s responsibility, and the Trustee shall have no duty to calculate or verify the calculation of the 2028 Notes Applicable Premium.

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(c) In addition, at any time after satisfaction of the Escrow Conditions and prior to July 1, 2023, the Company may, on any one or more occasions, use the net cash proceeds from one or more Equity Offerings to redeem, in the aggregate for all such redemptions, up to 40% of the aggregate principal amount of the 2028 Notes issued under the Indenture (including the aggregate principal amount of any additional 2028 Notes issued under the Indenture), upon notice as provided for in Section 3.01 of the First Supplemental Indenture, at a Redemption Price equal to 105.00% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date (subject to the rights of Holders of the 2028 Notes on the relevant record date to receive interest on the relevant Interest Payment Date falling prior to or on the Redemption Date), provided that:

(i) at least 60% of the aggregate principal amount of the 2028 Notes issued under the Indenture on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(ii) the redemption occurs within 180 days of the date of, and may be conditioned upon, the closing of such Equity Offering.

2. Special Mandatory Redemption. In the event that the Company provides an Escrow Redemption Notice pursuant to Section 6(c) of the Escrow Agreement on or prior to 12:00 p.m. (Pacific Time) on the Redemption Trigger Date, the Company shall redeem the 2028 Notes on the terms set forth in Section 3.05 of the First Supplemental Indenture. Except in the case of a special mandatory redemption (as further described in Section 3.05 of the First Supplemental Indenture), the Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the 2028 Notes, except pursuant to Section 9.02 of the First Supplemental Indenture.

3. Notice of Redemption; Selection. Notice of redemption will be in writing and sent not less than ten (10) days nor more than sixty (60) days prior to the Redemption Date to each Holder of the 2028 Notes to be redeemed at the Holder’s registered address; provided, however, that such notice need not state the dollar amount of the Redemption Price if such dollar amount has not been determined as of the date such notice is being given to the Holders of the 2028 Notes being redeemed. If money sufficient to pay the Redemption Price of all the 2028 Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent or the Trustee on or prior to the Redemption Date, from and after such Redemption Date such 2028 Notes or portions thereof shall cease to bear interest. The 2028 Notes in denominations larger than $2,000 in principal amount may be redeemed in part but only in integral multiples of $1,000. In the event of redemption of this 2028 Note in part only, a new 2028 Note of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the surrender hereof.

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4. Repurchase of Notes Upon a Change of Control Triggering Event. Upon a Change of Control Triggering Event with respect to the 2028 Notes, unless the Company has exercised its right to redeem all of the 2028 Notes in accordance with Section 3.03 of the First Supplemental Indenture, or will concurrently exercise its right to so redeem the 2028 Notes or to defease the 2028 Notes or satisfy and discharge the Indenture with respect to the 2028 Notes in accordance with Article 6 of the First Supplemental Indenture and Article Four of the Base Indenture, each Holder of 2028 Notes will have the right to require that the Company repurchase all or any part of that Holder’s 2028 Notes pursuant to a Change of Control Offer on the terms set forth in Article 4 of the First Supplemental Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in an amount equal to not less than 101% of the aggregate principal amount of 2028 Notes repurchased plus accrued and unpaid interest on the 2028 Notes repurchased to, but not including, the Repurchase Date, subject to the rights of Holders of 2028 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date that is on or prior to the Repurchase Date.

Notwithstanding any other provision of Article 4 of the First Supplemental Indenture, in the event that Holders of 2028 Notes validly tender and do not validly withdraw not less than 90% in aggregate principal amount of the outstanding 2028 Notes in a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company in accordance with Section 4.01(g) of the First Supplemental Indenture) purchase all of such 2028 Notes so tendered and not withdrawn, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all of the 2028 Notes that remain outstanding following such purchase at a Redemption Price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on such 2028 Notes, to the Redemption Date (subject to the rights of Holders of 2028 Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

5. Defeasance. The Indenture contains provisions (which provisions apply to this 2028 Note) for defeasance at any time of (a) the entire indebtedness of the Company in respect of this 2028 Note and (b) certain restrictive covenants and Defaults and Events of Default, in each case upon compliance by the Company with certain conditions set forth therein.

6. Remedies. If an Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding 2028 Notes, considered as one class, may declare the principal amount of all 2028 Notes then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount, together with any accrued and unpaid interest thereon, shall become immediately due and payable; provided, however, that upon the occurrence of an Event of Default specified Section 601(7) or Section 601(8) of the Base Indenture, the principal amount of all 2028 Notes then Outstanding, together with any accrued and unpaid interest thereon, shall automatically become due and payable immediately without any declaration or further action by the Trustee or Holders of the 2028 Notes.

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7. Supplemental Indentures. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of Outstanding Securities of each series affected by such supplemental indenture. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of 2028 Notes, on behalf of the Holders of all 2028 Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this 2028 Note shall be conclusive and binding upon such Holder and upon all future Holders of this 2028 Note and of any 2028 Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2028 Note.

8. Limitation on Suits. As provided in and subject to the provisions of the Indenture, the Holder of this 2028 Note shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such (i) Holder has previously given written notice to the Trustee that Event of Default is continuing with respect to the 2028 Notes, (ii) the Holders of at least 33% in aggregate principal amount of Outstanding 2028 Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (iii) such Holder or Holders have offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request and (iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding, and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding 2028 Notes. The foregoing shall not apply to any suit instituted by the Holder of this 2028 Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this 2028 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this 2028 Note at the times, place and rate, and in the coin or currency, herein prescribed.

9. Registered Form, Denominations, Transfer, Exchange. The 2028 Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2028 Note is registrable in the Security Register, upon surrender of this 2028 Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this 2028 Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or the Security Registrar, as the case may be, duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new 2028 Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, the 2028 Notes are exchangeable for a like aggregate principal amount of 2028 Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company shall not be required to execute or to provide for the registration of the transfer of or the exchange of (A) any 2028 Note during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the 2028 Notes called for redemption, or (B) any 2028 Note selected for redemption in whole or in part, except the unredeemed portion of any 2028 Note being redeemed in part.

Prior to due presentment of this 2028 Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this 2028 Note is registered as the owner hereof for all purposes, whether or not this 2028 Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10. Governing Law. This 2028 Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to the principles of conflicts of laws thereunder, except to the extent that the Trust Indenture Act shall be applicable.

11. No Recourse Against Others. As provided in the Indenture, no recourse shall be had for the payment of the principal of, premium, if any, or interest with respect to this 2028 Note, or any part thereof, or for any claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the 2028 Notes are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of this 2028 Note.

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12. Security. The 2028 Notes are secured by the Collateral on the terms of and subject to the conditions set forth in the Indenture and the Collateral Documents, subject to release or termination as provided in the Indenture and the Collateral Documents.

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ASSIGNMENT FORM

(Print or type assignee’s name, address and zip code)

to transfer this Security on the books of the Company. The agent may substitute another to act for him.