Form 8-K

8-K — FIRST MERCHANTS CORP

Accession: 0001193125-26-402604

Filed: 2026-09-25

Period: 2026-09-25

CIK: 0000712534

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — d154643d8k.htm (Primary)

EX-4.1 (d154643dex41.htm)

EX-4.2 (d154643dex42.htm)

EX-5.1 (d154643dex51.htm)

GRAPHIC (g154643dsp121.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d154643d8k.htm · Sequence: 1

8-K

FIRST MERCHANTS CORP false 0000712534 0000712534 2026-09-25 2026-09-25 0000712534 us-gaap:CommonStockMember 2026-09-25 2026-09-25 0000712534 us-gaap:SeriesAPreferredStockMember 2026-09-25 2026-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): September 25, 2026

Commission File Number 001-41342

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

Indiana

35-1544218

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.125 stated value per share

FRME

The Nasdaq Stock Market LLC

Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A

FRMEP

The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Pursuant to the previously announced offering of $100 million aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) to be issued by First Merchants Corporation, an Indiana corporation (the “Corporation”), the Corporation and U.S. Bank Trust Company, National Association, as trustee, entered into an Indenture dated as of September 25, 2026 (the “Base Indenture”) and a First Supplemental Indenture dated as of September 25, 2026 to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Notes.

The Notes bear interest at an initial rate of 6.750% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027. From and including October 1, 2031 to, but excluding, October 1, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 202 basis points, payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, commencing on January 1, 2032. Notwithstanding the foregoing, if the benchmark is less than zero, the benchmark will be deemed to be zero. The Notes will mature on October 1, 2036, unless earlier redeemed.

The Notes may be redeemed at the Corporation’s option, beginning on October 1, 2031, and on any interest payment date thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made in accordance with the applicable procedures of The Depository Trust Company. The Notes may also be redeemed, at any time prior to their maturity including prior to October 1, 2031, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, upon or after the occurrence of (i) a Tax Event (as defined in the Indenture); (ii) a subsequent event, as a result of which there is more than an insubstantial risk that the Corporation would not be entitled to treat the Notes as Tier 2 capital for regulatory capital purposes; or (iii) a requirement that the Corporation register as an investment company under the Investment Company Act of 1940. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.

The foregoing summaries of the Base Indenture, the Supplemental Indenture, and the Notes, respectively, are not complete and are each qualified in their entirety by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof), each of which is attached hereto as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference in their entirety.

The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-298983) filed by the Corporation. A copy of the opinion of Dentons Bingham Greenebaum LLP relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

- 2 -

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

4.1

Indenture, dated September 25, 2026, between First Merchants Corporation and U.S. Bank Trust Company, National Association, as trustee

4.2

First Supplemental Indenture, dated September 25, 2026, between First Merchants Corporation and U.S. Bank Trust Company, National Association, as trustee

4.3

Form of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2)

5.1

Opinion of Dentons Bingham Greenebaum LLP

23.1

Consent of Dentons Bingham Greenebaum LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 25, 2026

First Merchants Corporation

By: /s/ Michele M. Kawiecki

Michele M. Kawiecki

Executive Vice President and

Chief Financial Officer

- 4 -

EX-4.1

Filename: d154643dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

FIRST MERCHANTS CORPORATION,

AS ISSUER

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS TRUSTEE

INDENTURE

DATED AS OF SEPTEMBER 25, 2026

SUBORDINATED DEBT SECURITIES

CROSS-REFERENCE TABLE

Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Indenture dated as of

September 25, 2026.

SECTION OF TRUST INDENTURE ACT

SECTION OF INDENTURE

310(a)(1) and (2)

7.09

310(a)(3) and (4)

Not applicable

310(a)(5)

7.09

310(b)

310(c)

7.08 and 7.10

Not applicable

311(a) and (b)

311(c)

7.13

Not applicable

312(a)

5.01 and 5.02(a)

312(b) and (c)

5.02(b)

313(a)

5.04

313(b)(1)

Not applicable

313(b)(2)

5.04

313(c)

5.04

313(d)

5.04

314(a)

5.03

314(b)

Not applicable

314(c)(1) and (2)

14.04(i)

314(c)(3)

Not applicable

314(d)

Not applicable

314(e)

15.05

314(f)

Not applicable

315(a), (c) and (d)

7.01

315(b)

7.14

315(e)

6.14

316(a)(1)

6.12

316(a)(2)

Omitted

316(a) last sentence

8.04

316(b)

6.08

316(c)

8.06

317(a)

6.03 and 6.04

317(b)

4.03(a)

318(a)

15.07

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

Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including

Section 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein.

TABLE OF CONTENTS

Page(s)

ARTICLE 1 DEFINITIONS

SECTION 1.01. Definitions

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

SECTION 1.03. Rules of Construction.

ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01. Amount Unlimited; Issuable in Series

SECTION 2.02. Form of Trustee’s Certificate of Authentication

SECTION 2.03. Form of Securities Generally; Establishment of Terms of Series

SECTION 2.04. Securities in Global Form

SECTION 2.05. Denominations; Record Date; Payment of Interest

SECTION 2.06. Execution, Authentication, Delivery and Dating of Securities

SECTION 2.07. Exchange and Registration of Transfer of Securities

SECTION 2.08. Temporary Securities

SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Securities

SECTION 2.10. Cancellation

SECTION 2.11. Book-Entry Only System

ARTICLE 3 REDEMPTION OF SECURITIES

SECTION 3.01. Redemption of Securities, Applicability of Section

SECTION 3.02. Notice of Redemption, Selection of Securities

SECTION 3.03. Payment of Securities Called for Redemption

SECTION 3.04. Redemption Suspended During Event of Default

ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01. Payment of Principal, Premium and Interest

SECTION 4.02. Offices for Notices and Payments

SECTION 4.03. Provisions as to Paying Agent

SECTION 4.04. Statement as to Compliance

SECTION 4.05. Corporate Existence

SECTION 4.06. Waiver of Covenants

ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. Securityholder Lists

SECTION 5.02. Preservation and Disclosure of Lists

SECTION 5.03. Reports by the Company

SECTION 5.04. Reports by the Trustee

ARTICLE 6 REMEDIES

SECTION 6.01. Events of Default; Acceleration of Maturity

SECTION 6.02. Rescission and Annulment

SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee

SECTION 6.04. Trustee May File Proofs of Claim

SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities

SECTION 6.06. Application of Money Collected

SECTION 6.07. Limitation on Suits

SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and

Interest

SECTION 6.09. Restoration of Rights and Remedies

SECTION 6.10. Rights and Remedies Cumulative

SECTION 6.11. Delay or Omission Not Waiver

SECTION 6.12. Control by Securityholders

SECTION 6.13. Waiver of Past Defaults

SECTION 6.14. Undertaking for Costs

SECTION 6.15. Waiver of Stay or Extension Laws

ARTICLE 7 CONCERNING THE TRUSTEE

SECTION 7.01. Duties and Responsibilities of Trustee

SECTION 7.02. Reliance on Documents, Opinions, etc.

SECTION 7.03. No Responsibility for Recitals, etc.

SECTION 7.04. Ownership of Securities

SECTION 7.05. Moneys to be Held in Trust

SECTION 7.06. Compensation and Expenses of Trustee

SECTION 7.07. Officer’s Certificate or Opinion of Counsel as Evidence

SECTION 7.08. Disqualifications; Conflicting Interest of Trustee

SECTION 7.09. Eligibility of Trustee

SECTION 7.10. Resignation or Removal of Trustee

SECTION 7.11. Acceptance by Successor Trustee

SECTION 7.12. Successor by Merger, etc.

SECTION 7.13. Limitations on Rights of Trustee as Creditor

SECTION 7.14. Notice of Default

SECTION 7.15. Appointment of Authenticating Agent

ARTICLE 8 CONCERNING THE SECURITYHOLDERS

SECTION 8.01. Action by Securityholders

SECTION 8.02. Proof of Execution by Securityholders

SECTION 8.03. Who Are Deemed Absolute Owners

SECTION 8.04. Company-Owned Securities Disregarded

SECTION 8.05. Revocation of Consents; Future Securityholders Bound

SECTION 8.06. Record Date

iii

ARTICLE 9 SECURITYHOLDERS’ MEETINGS

SECTION 9.01. Purposes of Meeting

SECTION 9.02. Call of Meetings by Trustee

SECTION 9.03. Call of Meetings by Company or Securityholders

SECTION 9.04. Qualifications for Voting

SECTION 9.05. Regulations

SECTION 9.06. Voting

ARTICLE 10 SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures without Consent of Securityholders

SECTION 10.02. Supplemental Indentures with Consent of Holders

SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental

Indentures

SECTION 10.04. Notation on Securities

SECTION 10.05. Trustee to Sign Supplemental Indentures, Etc.

ARTICLE 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 11.01. Company May Consolidate, etc., on Certain Terms

SECTION 11.02. Successor Corporation Substituted

SECTION 11.03. Opinion of Counsel and Officer’s Certificate to be Given

Trustee

ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 12.01. Discharge of Indenture

SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee

SECTION 12.03. Paying Agent to Repay Moneys Held

SECTION 12.04. Return of Unclaimed Moneys

ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. Indenture and Securities Solely Corporate Obligations

ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.01. Applicability of Article

SECTION 14.02. Defeasance and Discharge

SECTION 14.03. Covenant Defeasance

SECTION 14.04. Conditions to Defeasance or Covenant Defeasance

SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other

Miscellaneous Provisions

ARTICLE 15 MISCELLANEOUS PROVISIONS

SECTION 15.01. Benefits of Indenture Restricted to Parties and Securityholders

SECTION 15.02. Provisions Binding on Company’s Successors

SECTION 15.03. Addresses for Notices, etc., to Company and Trustee

SECTION 15.04. Notice to Holders of Securities; Waiver

SECTION 15.05. Evidence of Compliance with Conditions Precedent

SECTION 15.06. Legal Holidays

SECTION 15.07. Trust Indenture Act to Control

SECTION 15.08. Execution in Counterparts

SECTION 15.09. Governing Law; Waiver of Jury Trial

SECTION 15.10. Severability; Entire Agreement

SECTION 15.11. Interpretations

SECTION 15.12. U.S.A. Patriot Act

ARTICLE 16 SUBORDINATION OF SECURITIES

SECTION 16.01. Securities Subordinate to Senior Indebtedness

THIS INDENTURE, dated as of September 25, 2026 between First Merchants Corporation, a

corporation duly organized and existing under the laws of the State of Indiana (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term shall include any successor trustee

appointed pursuant to Article 7 of this Indenture).

WHEREAS, the Company deems it necessary to issue from time to time for its

lawful purposes securities (the “Securities”) evidencing its indebtedness and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Securities in one or more series, unlimited as to principal

amount, to bear such rates of interest, to mature at such time or times, and to have such other provisions as shall be fixed as hereinafter provided; and

WHEREAS, the Company represents that all acts and things necessary to constitute these presents a valid indenture and agreement according to

its terms have been done and performed, and the execution of this Indenture has in all respects been duly authorized, and the Company, in the exercise of legal right and power in it vested, is executing this Indenture;

NOW, THEREFORE:

In order to

declare the terms and conditions upon which the Securities are authenticated, issued and received, and in consideration of the premises and the purchase and acceptance of the Securities by the holders thereof, it is mutually covenanted and agreed,

for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions.

The terms defined in this Section (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of

this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act or that are by reference therein defined in the

Securities Act shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise requires) assigned to such terms in the Trust Indenture Act or in the Securities Act, as applicable, in each case as in force at

the date of this Indenture as originally executed. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with United States generally accepted accounting principles as are generally

accepted at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other

subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

“Additional Amounts” shall mean any additional amounts to be paid by the Company in respect of Securities of a series, as may be

specified pursuant to Section 2.03 hereof and in such Security and under the circumstances specified therein, in respect of specified taxes, assessments or other governmental charges imposed on certain holders who are United States Aliens.

“Authorized Officer” shall mean the Chief Executive Officer, the Chief Financial

Officer, the President, the Treasurer, any Executive Vice President or the Secretary of the Company.

“Board of Directors” or

“Board” shall mean the Board of Directors of the Company or any duly authorized committee of such Board.

“Board

Resolution” shall mean a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or by a committee acting under authority of or appointment by the Board of Directors

and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” shall

mean, unless otherwise specified pursuant to Section 2.03, any day other than a Saturday or Sunday that is neither a federal holiday nor a day on which banking institutions or trust companies in the City of New York, New York, or any Place of

Payment are authorized or obligated by law, regulation or executive order to remain closed.

“Capital Stock” shall mean, as to

shares of a particular corporation, outstanding shares of stock of any class, whether now or hereafter authorized, irrespective of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to

participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such corporation.

“Commission” shall mean the Securities and Exchange Commission or any successor agency.

“Company” shall mean 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” and “Company Order” mean, respectively, a written request or order signed in the name of the Company

by its Chief Executive Officer, President, Chief Financial Officer, Vice President, General Counsel, Secretary or Assistant Secretary or Treasurer or 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 hereof is located at Mail Code: MA-DM-CMNB, Lunken Operations Center, 5065 Wooster Road, Cincinnati, OH 45226,

Attention First Merchants Corporation Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other

address as such successor Trustee may designate from time to time by notice to the holders and the Company).

“covenant

defeasance” shall have the meaning set forth in Section 14.03.

“Default” or “default” shall mean any

event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

“defeasance” shall have the meaning set forth in Section 14.02.

“Depositary” shall mean, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or

more permanent global Securities, the person designated as Depositary by the Company pursuant to Section 2.03, which must be a clearing agency registered under the Exchange Act, until a successor Depositary shall have become such pursuant to

the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, “Depositary” as used with

respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series.

“Dollar” or

“$” shall mean a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

“Event of Default” shall have the meaning specified in Article 6.

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

“Exchange Date” shall have the meaning set forth in Section 2.08.

“global Security” or “global Securities” means a Security or Securities, as the case may be, in the form established

pursuant to Section 2.03 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

“holder,” “holder of Securities,” “securityholder” or other similar term shall mean in the case of any

Registered Security, the person in whose name such Security is registered in the Security Register kept by the Company for that purpose, in accordance with the terms hereof.

“Indenture” shall mean this instrument as originally executed and delivered or as it may from time to time be supplemented or

amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including without limitation, the forms and terms of particular series of Securities established as contemplated by Article 2.

“Material Subsidiary” means First Merchants Bank, or any successor thereof or any Subsidiary of the Company that is a depository

institution and that has consolidated assets equal to 80% or more of the Company’s consolidated assets.

“Officer’s

Certificate” shall mean a certificate signed by the Chief Executive Officer, President or other principal executive officer, or the Chief Financial Officer or other principal financial officer or principal accounting officer, Assistant

Secretary, Treasurer or Controller of the Company and delivered to the Trustee.

“Opinion of Counsel” shall mean an opinion in

writing signed by legal counsel, who may be an employee of or counsel to the Company and who shall be reasonably satisfactory to the Trustee, or who may be other counsel reasonably satisfactory to the Trustee.

“Original Issue Discount Securities” shall mean any Securities that are

initially sold at a discount from the principal amount thereof and that provide upon an Event of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof.

“Outstanding” or “outstanding,” when used with reference to Securities, shall, subject to the provisions of

Section 8.01 and Section 8.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust

with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated and held 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, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article 3, or provision satisfactory to the Trustee shall have been made for giving such

notice;

(d) Securities that have been paid, mutilated, destroyed, lost, or stolen and replaced pursuant to Section 2.09, or Securities in exchange

for, in lieu of and in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is presented that any such Securities are held by bona

fide holders in due course.

“Periodic Offering” shall mean an offering of Securities of a series, from time to time, the

specific terms of which (including, without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the maturity date or dates thereof and the redemption provisions, if any, with respect

thereto) are to be determined by the Company upon the issuance of such Securities.

“Person” or “person” shall

mean any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment,” when used with respect to the Securities of any series, means the place or places where, subject to the

provisions of Section 4.02, the principal of (and premium, if any, on) and any interest on the Securities of that series are payable as specified as contemplated by Section 2.03.

“record date” as used with respect to any interest payment date shall have the meaning specified in Section 2.05.

“Registered Security” shall mean any Security established pursuant to Section 2.01 and Section 2.03 that is registered

on the Security Register of the Company.

“Responsible Officer,” when used with respect to the Trustee, shall mean any

officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee), including any Vice President, Assistant Vice President, Assistant Secretary or any other officer of the Trustee customarily performing functions

similar to those performed by any of the above designated officers and also shall mean, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and

familiarity with the particular subject, and in each case, who has direct responsibility for the administration of this Indenture.

“Securities” shall have the meaning set forth in the preamble of this Indenture.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Register” and “Security Registrar” shall have the respective meanings set forth in Section 2.07(a)

hereof.

“Senior Indebtedness” means the principal of, and premium, if any, and interest, including interest accruing after

the commencement of any bankruptcy proceeding relating to the Company, on, or substantially similar payments the Company makes in respect of the following categories of debt, whether that debt was outstanding on the date of execution of this

Indenture or thereafter incurred, created or assumed: (1) all indebtedness of the Company for borrowed money, whether or not evidenced by notes, debentures, bonds, securities or other similar instruments issued under the provisions of any

indenture, fiscal agency agreement, debenture or note purchase agreement or other agreement, including any senior debt securities that may be offered; (2) indebtedness of the Company for money borrowed or represented by purchase money

obligations, as defined below; (3) the Company’s obligations as lessee under leases of property whether made as part of a sale and leaseback transaction to which it is a party or otherwise; (4) reimbursement and other obligations

relating to letters of credit, bankers’ acceptances and similar obligations and direct credit substitutes; (5) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option

contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar arrangements; (6) all of the Company’s obligations issued or assumed as the deferred purchase price of property or services,

but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business; (7) any other obligation of the Company to its general creditors; (8) all obligations of the type referred to in clauses

(1) through (7) of other persons for the payment of which the Company is liable contingently or otherwise to pay or advance money as obligor, guarantor, endorser or otherwise; (9) all obligations of the types referred to in clauses

(1) through (8) of other persons secured by a lien on any property or asset of the Company; and (10) deferrals, renewals or extensions of any of the indebtedness or obligations described above.

However, clauses (1) through (10) above exclude: (y) any indebtedness, obligation or liability that is subordinated to indebtedness,

obligations or liabilities of the Company to substantially the same extent as or to a greater extent than the Securities are subordinated; and (z) the Securities and, unless expressly provided in the terms thereof, any indebtedness of the

Company to its Subsidiaries.

As used above, the term “purchase money obligations” means indebtedness,

obligations evidenced by a note, debenture, bond or other instrument, whether or not secured by a lien or other security interest, issued to evidence the obligation to pay or a guarantee of the payment of, and any deferred obligation for the payment

of, the purchase price of property but excluding indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed as all or a part of the consideration for the acquisition of property or services, whether by

purchase, merger, consolidation or otherwise, but does not include any trade accounts payable as set forth in clause (6) above.

“series” or “series of Securities” means each series of debentures, notes or other debt instruments of the Company

created pursuant to Sections 2.01 and 2.03.

“Subsidiary” shall mean, in respect of any Person, any corporation,

association, partnership, limited liability company or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence

of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or

“Trust Indenture Act,” except as otherwise provided in this Indenture,

shall mean the Trust Indenture Act of 1939, as amended, as in force at the date of this Indenture as originally executed.

“Trustee” shall mean the person identified as “Trustee” in the first paragraph hereof until the acceptance of

appointment of a successor trustee pursuant to the provisions of Article 7, and thereafter shall mean such successor trustee.

“United States Alien” shall mean any person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership to the extent that one or more of its members is, for

United States federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

“USA PATRIOT Act” shall have the meaning set forth in Section 15.12 hereof.

“Vice President” when used with respect to the Company or the Trustee shall mean any vice president, whether or not designated by

a number or word or words added before or after the title “vice president,” including any Executive Vice President or Senior Vice President.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust

Indenture Act, such provision is hereby incorporated by reference in, and made a part of, this Indenture.

The following Trust Indenture

Act terms used in this Indenture have the following meanings:

“indenture securities” means the Securities;

“indenture security holder” means a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company and any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another

statute or defined by Commission rule under the Trust Indenture Act and not otherwise defined herein, are used herein as so defined.

SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

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

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in

effect from time to time;

(iii) references to “generally accepted accounting principles” shall mean generally accepted

accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied;

(iv)

“or” is not exclusive; and

(v) words in the singular include the plural, and words in the plural include the singular.

ARTICLE 2

ISSUE,

EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01. Amount Unlimited; Issuable in Series.

Upon the execution of this Indenture, or from time to time thereafter, Securities up to the aggregate principal amount and containing terms and

conditions from time to time authorized by or pursuant to a Board Resolution or in an indenture supplemental hereto or Officer’s Certificate, as set forth in Section 2.03, may be executed by the Company and delivered to the Trustee for

authentication, and the Trustee shall thereupon authenticate and make available for delivery the Securities to or upon Company Order, without any further action by the Company but subject to the provisions of Section 2.03, and such Board

Resolution, indenture supplemental hereto or Officer’s Certificate.

The Securities may be issued in one or more series. The

aggregate principal amount of Securities of all series that may be authenticated and delivered and outstanding under this Indenture is not limited hereunder. The Securities of a particular series may be issued up to the aggregate principal amount of

Securities for such series from time to time authorized by or pursuant to a Board Resolution.

SECTION 2.02. Form of Trustee’s Certificate of

Authentication.

The form of the Trustee’s certificate of authentication to be borne by the Securities shall be in substantially

the following form:

Trustee’s Certificate of Authentication

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

Dated:

U.S. Bank Trust Company, National Association as Trustee

By:

Authorized Signatory

SECTION 2.03. Form of Securities Generally; Establishment of Terms of Series.

(a) The Registered Securities, if any, of each series, the temporary global Securities of each series, if any, and the permanent global

Securities of each series, if any, shall be in the forms established from time to time in or pursuant to one or more Board Resolutions, indenture supplemental hereto or Officer’s Certificate.

The Securities may be issued in typewritten, printed or engraved form with such letters, numbers or other marks of identification or

designation (including CUSIP numbers, if then generally in use) and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as

may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage.

(b) At or prior to the initial issuance of Securities of any series, the particular terms of Securities of such series shall be established in

or pursuant to one or more Board Resolutions, in an Officer’s Certificate (to which shall be attached true and correct copies of the relevant Board Resolution(s)) detailing such establishment) or established in an indenture supplemental

hereto, including the following:

(1) the designation of the particular series (which shall distinguish such series from all other series);

(2) the price or prices (which may be expressed as a percentage of the aggregate principal amount of the Securities being issued) at which

the Securities of the series will be issued;

(3) the aggregate principal amount of such series that 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 this Indenture and except for any Securities which, pursuant to

Section 2.06, are deemed never to have been authenticated and delivered hereunder);

(4) whether Securities of the series are to be issuable as Registered Securities, whether

any Securities of the series are to be issuable initially in temporary global form and, if so, the name of the Depositary with respect to any such temporary global Security, and whether any Securities of the series are to be issuable in permanent

global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under

which any such exchanges may occur, if other than in the manner provided in Section 2.07 and the name of the Depositary with respect to any such permanent global Security;

(5) the date as of which any temporary Security in global form representing Outstanding Securities of such series shall be dated, if other than

the date of original issuance of the first Securities of the series to be issued;

(6) the person to whom any interest on any Registered

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, the extent to which, or the

manner in which, any interest payable on a temporary global Security on an interest payment date will be paid if other than in the manner provided in Section 2.05 and the extent to which, or the manner in which, any interest payable on a

permanent global Security on an interest payment date will be paid;

(7) the date or dates on which the principal of the Securities of such

series is payable;

(8) the rate or rates, and if applicable the method used to determine the rate, at which the Securities of such series

shall bear interest, if any, the date or dates from which such interest shall accrue, the date or dates on which such interest shall be payable and the record date or dates for the interest payable on any Registered Securities on any interest

payment date;

(9) the place or places at which, subject to the provisions of Section 4.02, the principal of (and premium, if any, on)

and any interest on Securities of such series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the

Company in respect of the Securities of the series and this Indenture may be served;

(10) any provisions relating to the redemption or

purchase Securities of such series, at the option of the Company or at the option of a holder thereof, pursuant to any sinking fund or other redemption provisions, the period or periods within which, the price or prices at which and the terms and

conditions upon which Securities of the series may be so redeemed or purchased, in whole or in part, and any notice requirements with respect thereto;

(11) if other than minimum denominations of $1,000 and any integral multiple thereof, the denominations in which any Registered Securities of

such series shall be issuable;

(12) if other than the 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;

(13) the currency, currencies

or currency units in which payment of the principal of (and premium, if any, on) and any interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the

equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;

(14) if the principal of (and premium, if any, on) or any interest on the Securities of the series is to be payable, at the election of the

Company or a holder thereof, in one or more currencies or currency units, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any, on) and any

interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

(15) if the amount of payments of principal of (and premium, if any, on) or any interest on the Securities of the series may be determined with

reference to an index, the manner in which such amounts shall be determined;

(16) whether the Securities will be issued in book-entry only

form;

(17) any interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such

series;

(18) if either or both of Section 14.02 and Section 14.03 do not apply to the Securities of the series;

(19) whether and under what circumstances the Company will pay Additional Amounts in respect of any series of Securities;

(20) any provisions relating to the extension of maturity of, or the renewal of, Securities of such series, or the conversion of Securities of

such series into other securities of the Company;

(21) the terms and conditions, if any, pursuant to which the Securities of the series

are secured;

(22) the subordination terms of the Securities of the series;

(23) any additional or modified Events of Default from those in this Indenture, and any change in the acceleration provisions in this

Indenture, with respect to the debt securities;

(24) any additional or modified covenants from those in this Indenture with respect to the

debt securities; and

(25) any other terms of the Securities or provisions relating to the payment of principal

of, premium (if any), or interest thereon, including, but not limited to, whether such Securities are issuable at a discount or premium, as amortizable Securities, and if payable in, convertible or exchangeable for commodities or for the securities

of the Company or any third party.

All Securities of any one series need not be issued at the same time and may be issued from time to

time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution or Officer’s Certificate referred to above or as set forth in an indenture supplemental hereto, and, unless otherwise provided, the

authorized principal amount of any series may be increased to provide for issuances of additional Securities of such series. If so provided by or pursuant to the Board Resolution or Officer’s Certificate or supplemental indenture referred to

above, the terms of such Securities to be issued from time to time may be determined as set forth in such Board Resolution, Officer’s Certificate or supplemental indenture, as the case may be. All Securities of any one series shall be

substantially identical except as to denomination, interest rate, maturity and other similar terms and except as may be provided otherwise by or pursuant to such Board Resolution, Officer’s Certificate or supplemental indenture.

SECTION 2.04. Securities in Global Form.

If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03, then, notwithstanding

clause (11) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form

may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any

exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding

represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the

Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form

in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is,

delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such

Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be

accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06.

Notwithstanding the provisions of Section 2.05, unless otherwise specified as

contemplated by Section 2.03, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

SECTION 2.05. Denominations; Record Date; Payment of Interest.

(a) Unless otherwise provided as contemplated by Section 2.03 with respect to any series of Securities, any Registered Securities of a

series shall be issuable in minimum denominations of $1,000.

(b) The term “record date” as used with respect to an interest

payment date for any series of a Registered Security shall mean such day or days as shall be specified as contemplated by Section 2.03; provided, that in the absence of any such provisions with respect to any series, such term shall mean

(1) the last day of the calendar month next preceding such interest payment date if such interest payment date is the 15th day of a calendar month; or (2) the 15th day of a calendar month next preceding such interest payment date

if such interest payment date is the first day of the calendar month.

Unless otherwise provided as contemplated by Section 2.03 with

respect to any series of Securities, the person in whose name any Registered Security is registered at the close of business on the record date with respect to an interest payment date shall be entitled to receive the interest payable on such

interest payment date notwithstanding the cancellation of such Security upon any registration of transfer or exchange thereof subsequent to such record date prior to such interest payment date; provided, that if and to the extent the Company shall

default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose names the Securities are registered on a subsequent record date established by notice given to the extent and in

the manner set forth in Section 15.04 by or on behalf of the Company to the holders of Securities of the series in default not less than 15 days preceding such subsequent record date, such record date to be not less than five days

preceding the date of payment of such defaulted interest, or in any other lawful manner acceptable to the Trustee.

specified by Board Resolution or Company Order for a particular series of Securities, the principal of, redemption premium, if any, on and interest, if any, on the Securities of any series shall be payable at the office or agency of the Company

maintained pursuant to Section 4.02 in a Place of Payment for such series, in Dollars; provided, that, at the option of the Company, payment of interest with respect to a Registered Security may be paid by check mailed to the holders of the

Registered Securities entitled thereto at their last addresses as they appear on the Security Register or wired if held in book-entry form at the Depositary.

SECTION 2.06. Execution, Authentication, Delivery and Dating of Securities.

The Securities shall be signed on behalf of the Company by its Chief Executive Officer, its President or one of its Vice Presidents. Such

signatures may be the manual or facsimile signatures of such then current officers.

Any Security may be signed on behalf of the Company by such persons as, at the actual date

of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Securities bearing the manual or facsimile signatures of individuals who

were, at the actual date of the execution of such Security, 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, as the case may be, or did not hold such offices at the date of such Securities.

Upon the execution and delivery of this

Indenture, the Company shall deliver to the Trustee an Officer’s Certificate as to the incumbency and specimen signatures of officers authorized to execute and deliver the Securities and give instructions under this Section and, as long as

Securities are Outstanding under this Indenture, such incumbency certificate shall be amended and replaced whenever an officer is to be added or deleted from the listing. The Trustee may conclusively rely on the documents delivered pursuant to this

Section (unless revoked by superseding comparable documents) and Section 2.03 hereof as to the authorization of the Board of Directors of any Securities delivered hereunder, and the form and terms thereof, and as to the authority of the

instructing officers referred to in this Section so to act.

The Trustee shall at any time, and from time to time, authenticate Securities

for original issue in an unlimited aggregate principal amount upon receipt by the Trustee of a Company Order; provided, that with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered to the

Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not

exceeding the aggregate principal amount, if any, established for such series, pursuant to a Company Order, and (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such

series shall be determined by Company Order or pursuant to such procedures.

Prior to the issuance of a Security of any new series, and

the authentication thereof by the Trustee, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on:

(a) The Board Resolution or Officer’s Certificate or indenture supplemental hereto establishing the terms and the form of the Securities

of that series pursuant to Section 2.01 and Section 2.03;

(b) An Officer’s Certificate stating that all conditions

precedent provided for in this Indenture relating to the issuance, authentication and delivery of Securities in such form have been complied with; and

(c) An Opinion of Counsel stating that (i) the form and terms of such Securities have been established in conformity with the provisions

of this Indenture, (ii) the Indenture and, if the authentication and delivery relates to a new series of Securities created by Board Resolution, indenture supplemental hereto or Officer’s Certificate, that such Board Resolution, indenture

supplemental hereto or Officer’s Certificate, are the legal, valid and binding obligations of the

Company enforceable against the Company in accordance with their terms, and (iii) such Securities, when executed and delivered by the Company to the Trustee for authentication in accordance

with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of

such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to this Section in connection with the first authentication of

Securities of such series unless and until such Opinion of Counsel or other documents have been superseded or revoked. In connection with the authentication and delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be

entitled to assume that the Company’s instructions to authenticate and deliver such Securities do not violate any rules, regulations or orders of any governmental agency or commission having jurisdiction over the Company.

Each Registered Security shall be dated the date of its authentication except as otherwise provided by Board Resolution or Officer’s

Certificate or indenture supplemental hereto.

The aggregate principal amount of Securities of any series outstanding at any time may not

exceed any limit upon the maximum principal amount for such series set forth in or pursuant to the Board Resolution or Officer’s Certificate or indenture supplemental hereto delivered pursuant to Section 2.03, except as provided in

Section 2.08.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless

there appears on such Security, a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence,

that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such

Security to the Trustee for cancellation as provided in Section 2.10 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed

never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 2.07. Exchange and Registration of Transfer of Securities.

(a) The Company shall keep at an office or agency to be designated and maintained by the Company in accordance with Section 4.02 (as such,

a “Security Registrar”), registry books (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Registered Securities and shall register the transfer of

Registered Securities of each such series as provided in this Article 2. Such Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times such

Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular series at such office or agency maintained pursuant to Section 4.02 for such purpose in

a Place of Payment, the Company shall execute and register and the Trustee, upon Company Order, shall authenticate and make available for delivery in the name of the transferee or transferees a new Registered Security or Registered Securities of

such series of any authorized denominations and for an equal aggregate principal amount and tenor.

(b) At the option of the holder, Registered Securities of any series may be exchanged for

other Registered Securities of the same series of any authorized denominations and of an equal aggregate principal amount and tenor. Registered Securities to be exchanged shall be surrendered at any such office or agency maintained pursuant to

Section 4.02 for such purpose in a Place of Payment, and the Company shall execute and register and the Trustee, upon Company Order, shall authenticate and make available for delivery in exchange therefor the Security or Securities that the

securityholder making the exchange shall be entitled to receive.

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.

All Registered Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so

required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the holder thereof or

his or her attorney duly authorized in writing.

No service charge shall be made for any exchange or registration of transfer 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 therewith, other than exchanges pursuant to the terms of this Indenture not involving any transfer.

The Company shall not be required (1) to exchange or register the transfer of Securities of any series to be redeemed for a period

of 15 days next preceding any selection of such Securities to be redeemed, or (2) to exchange or register the transfer of any Registered Security so selected, called or being called for redemption, except in the case of any such series to

be redeemed in part the portion thereof not to be so redeemed.

(d) Notwithstanding the foregoing, except as otherwise specified as

contemplated by Section 2.03, any permanent global Security shall be exchangeable pursuant to this Section only as provided in this paragraph. Except as otherwise specified as contemplated by Section 2.03, if the Securities of a series are

represented by a Global Security and (i) the Depositary for such Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing

agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act, or (ii) the Company elects to discontinue the use of the system of

book-entry transfers through the Depositary, the Company will issue Securities of that series in definitive form in exchange for the Global Security. If the beneficial owners of interests in a permanent global Security are entitled to exchange such

interests for Securities of such series and of like tenor and principal amount of another authorized form and

denomination, as specified as contemplated by Section 2.03, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the

Company shall deliver to the Trustee or the Security Registrar definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global Security executed by the Company. On or after the earliest date

on which such interests may be so exchanged, in accordance with instructions given by the Company to the Trustee or the Security Registrar and the Depositary (which instructions shall be in writing), such permanent global Security shall be

surrendered from time to time by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in

whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and make available for delivery in accordance with such instructions, in exchange for each portion of such permanent global Security, a

like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which shall be in the form of Registered Securities; provided,

that no such exchanges may occur for a period of 15 days next preceding any selection of Securities of that series and of like tenor for redemption. Promptly following any such exchange in part, such permanent global Security should be returned

by the Trustee or the Security Registrar to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent

global Security after the close of business at the office or agency where such exchange occurs on (i) any record date and before the opening of business at such office or agency on the relevant interest payment date, or (ii) any special

record date and before the opening of business at such office or agency on the related proposed date for payment of defaulted interest as provided in Section 2.05, interest or defaulted interest, as the case may be, will not be payable on such

interest payment date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such interest payment date or proposed date for payment, as the case may be, only to the person to whom interest

in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.

(e)

Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Security Registrar shall be responsible for ascertaining whether any transfer complies with the restrictions set forth in this Indenture, the registration

provisions of or exemptions from the Securities Act or applicable state securities laws.

SECTION 2.08. Temporary

Securities.

Pending the preparation of definitive Securities of any series, the Company may execute and the Trustee shall, upon

Company Order, authenticate and make available for delivery, temporary Securities of such series (typewritten, printed, lithographed or otherwise produced). Such temporary Securities, in any authorized denominations, shall be substantially in the

form of the definitive Securities in lieu of which they are issued, in registered form, in the form approved from time to time by or pursuant to a Board Resolution, or Officer’s Certificate or indenture supplemental hereto but with such

omissions, insertions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the Company, but not inconsistent with the terms of this Indenture or any provision of applicable law.

Except in the case of temporary Securities in global form (which shall be exchanged as

hereinafter provided), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the

temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place

of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee

shall authenticate and make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations.

Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary

global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by

the Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or

from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal amount

of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged.

Every temporary Security shall be executed by the Company and shall be authenticated by the Trustee upon the same conditions and in

substantially the same manner, and with like effect, as the definitive Securities.

SECTION 2.09. Mutilated, Destroyed, Lost

or Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall, upon

Company Order, authenticate and make available for delivery in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any

Security and (b) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona

fide purchaser, the Company shall, subject to the following paragraph, execute and the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like

tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to

become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any

new Security under this Section, the Company may require 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, if any, 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 2.10. Cancellation.

All Securities surrendered for payment, redemption, exchange or registration of transfer or for credit against any sinking fund payment, as the

case may be, shall, if surrendered to the Company or any agent of the Company or of the Trustee, be delivered to the Trustee. All Registered Securities so delivered shall be promptly cancelled by the Trustee, upon written request of the Company. The

Company may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person for delivery to

the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or

in exchange for any Securities cancelled as provided in this Section except as expressly provided by this Indenture. Any cancelled Securities held by the Trustee shall be disposed in accordance with its then customary procedures and, upon written

request of the Company, the Trustee shall deliver to the Company a certificate of such disposal.

SECTION 2.11. Book-Entry

Only System.

If specified by the Company pursuant to Section 2.03 with respect to Securities represented by a Security in global

form, a series of Securities may be issued initially in book-entry only form and, if issued in such form, shall be represented by one or more Securities in global form registered in the name of the Depositary or other depositary designated with

respect thereto (or its nominee). So long as such system of registration is in effect, (a) Securities of such series so issued in book-entry only form will not be issuable in the form of or exchangeable for Securities in certificated or

definitive registered form, (b) the records of the Depositary or such other depositary will be determinative for all purposes and (c) neither the Company, the Trustee

nor any paying agent, Security Registrar or transfer agent for such Securities will have any responsibility or liability for (i) any aspect of the records relating to or payments made on

account of owners of beneficial interests in the Securities of such series, (ii) maintaining, supervising or reviewing any records relating to such beneficial interests, (iii) receipt of notices, voting and requesting or directing the

Trustee to take, or not to take, or consenting to, certain actions hereunder, or (iv) the records and procedures of the Depositary, or such other depositary, as the case may be.

ARTICLE 3

REDEMPTION OF SECURITIES

SECTION 3.01. Redemption of Securities, Applicability of Section.

The Company may, with respect to any series of Securities, reserve the right to redeem and pay

the series of Securities or may covenant to redeem and pay the series of Securities or any part thereof prior to the stated maturity thereof at such time and on such terms as provided for in

such series of Securities or as set forth in the related Board Resolution, indenture supplemental hereto or Officer’s Certificate pursuant to which such Securities were established. Notwithstanding anything in this Indenture the contrary,

if any provision with respect to the redemption of a series of Securities as provided for in such series of Securities or as set forth in the related Board Resolution, indenture supplemental hereto or Officer’s Certificate pursuant to which

such Securities were established shall conflict with any provision of this Article 3, such Securities, Board Resolution, indenture supplemental hereto and/or Officer’s Certificate shall govern.

SECTION 3.02. Notice of Redemption, Selection of Securities.

Unless otherwise indicated for a particular series of Securities by Board Resolution, an indenture supplemental

hereto or an Officer’s Certificate, at least 10 calendar days but not more than 60 calendar days before a redemption date, the Company will send in accordance with the applicable procedures of the Depositary (with a

copy to the Trustee), or, if the Notes are not then global Securities, the Company will mail, or cause to be mailed a notice of redemption by first-class mail to each holder of Securities to be redeemed at such holder’s

registered address appearing on the Security Register (with a copy to the Trustee). Notice given in such manner shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such

notice or any defect in the notice to the holder of any such Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Security. If the Company requests the Trustee

to give any notice of redemption, it shall make such request in writing in an Officer’s Certificate delivered to the Trustee at least three Business Days prior to the designated date for delivering such notice, unless a shorter period is

satisfactory to the Trustee.

Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which

such Securities are to be redeemed, the CUSIP numbers of such Securities, the Place of Payment where such Securities maturing after the date of redemption, are to be surrendered for payment of the redemption prices, that payment will be made upon

presentation and surrender of such Securities, that interest accrued to the date fixed for

redemption will be paid as specified in the notice, and that on and after the date interest thereon or on the portions thereof to be redeemed will cease to accrue unless the Company defaults in

the payment of the redemption price. If less than all of a series is to be redeemed, the notice of redemption shall specify the identity of the particular Securities to be redeemed and the portion of the principal amount of any

Security to be redeemed. In case any Security is to be redeemed in part only, the notice of redemption shall state that, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed

portion thereof will be issued.

On or before the redemption date specified in the notice of redemption given as provided in this Section,

the Company will deposit in trust with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Securities or portions of Securities so called for redemption at the redemption price,

together with accrued interest, if any, to the date fixed for redemption.

If less than all the certificated Securities of a series are to

be redeemed, the Trustee shall select, by lot or in such other manner is it shall deem appropriate and fair, not more than 60 days prior to the date of redemption, the numbers of such Securities Outstanding not previously called for redemption,

to be redeemed in whole or in part. The portion of principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof. The Trustee shall

promptly notify the Company of the Securities to be redeemed. If, however, less than all the Securities of a series having differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall

select the particular Securities of such series to be redeemed and shall notify the Trustee in writing at least 45 days prior to the relevant redemption date, unless a shorter period is satisfactory to the Trustee. Global Securities to be

partially redeemed shall be selected in accordance with the applicable procedures of the relevant Depositary.

SECTION 3.03.

Payment of Securities Called for Redemption.

If notice of redemption has been given as above provided, subject to any

applicable conditions, the Securities or portions of Securities with respect to which such notice has been given shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with any

interest accrued to, but excluding, the date fixed for redemption, and on and after that date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to that date) interest on such

Securities or portions of Securities so called for redemption shall cease to accrue. On presentation and surrender of such Securities subject to redemption at the Place of Payment and in the manner specified in such notice, such Securities or the

specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to, but excluding, the date fixed for redemption; provided, that unless otherwise specified as

contemplated by Section 2.03, installments of interest on Registered Securities whose stated maturity date is on or prior to the date of redemption shall be payable to the holders of such Registered 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 2.05.

At the option of the Company, payment with respect to Registered Securities may be made by

check to the holders of such Securities or other persons entitled thereto against presentation and surrender of such Securities.

Any

Security that is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the

Trustee duly executed by, the holder thereof or such holder’s attorney duly authorized in writing), and upon such presentation, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof,

at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the principal of the Security so presented. If a temporary global Security

or permanent global Security is so surrendered, such new Security so issued shall be a new temporary global Security or permanent global Security, respectively.

SECTION 3.04. Redemption Suspended During Event of Default.

The Trustee shall not pay any redemption price for the redemption of any Securities (unless all Securities then outstanding are to be redeemed)

or commence the giving of any notice of redemption of Securities during the continuance of any Event of Default of which a Responsible Officer of the Trustee has actual knowledge or has received written notice thereof, except that where the giving

of notice of redemption of any Securities shall theretofore have been made, the Trustee shall pay the redemption price for the redemption of such Securities, provided funds are deposited with it for such purpose. Except as aforesaid, any moneys

theretofore or thereafter received by the Trustee shall, during the continuance of such Event of Default, be held in trust for the benefit of the securityholders and applied in the manner set forth in Section 6.06; provided, that in case such

Event of Default shall have been waived as provided herein or otherwise cured, such moneys shall thereafter be held and applied in accordance with the provisions of this Article.

ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01. Payment of Principal, Premium and Interest.

The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any, on) and any interest on each of the

Securities of a series at the place, at the respective times and in the manner provided in the terms of the Securities and this Indenture.

SECTION 4.02. Offices for Notices and Payments.

If Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for such series an

office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect

of the Securities of that series and this Indenture may be served.

The Company will give to the Trustee notice of the location of each such office or agency

and of any change in the location thereof. In case the Company shall fail to maintain any such office or agency as required, or shall fail to give such notice of the location or of any change in the location thereof, presentations and surrenders of

Securities of that series may be made and notices and demands may be served at the Corporate Trust Office of the Trustee.

The Company may

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

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

written notice to the Trustee and the holders of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby initially designates the principal Corporate Trust Office of the Trustee as the office of the Company where Registered

Securities may be presented for payment, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Securities or of this Indenture may be served; provided,

however, that the Trustee shall not be deemed an agent of the Company for service of legal process against the Company.

SECTION 4.03. Provisions as to Paying Agent.

(a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such

paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

(1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the

Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such 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 and will notify the Trustee of the receipt of sums to be so held;

(2) that it will give the

Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and

payable; and

(3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee,

forthwith pay to the Trustee all sums so held in trust by such paying agent.

(b) If the Company shall act as its own paying agent, it

will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal

(and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action.

Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any 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 of its action or failure so to act.

(d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and

discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by

this Section, such sums to be held by the Trustee upon the trusts herein contained, 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.

(e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the

provisions of Section 12.03 and Section 12.04.

SECTION 4.04. Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, commencing with the fiscal year

ending in the year during which the first series of Securities is issued hereunder (but in no event more than one year from the issuance of the first series hereunder), an Officer’s Certificate signed by the Chief Executive Officer, President

or other principal executive officer or by the Chief Financial Officer or other principal financial officer or principal accounting officer, Assistant Secretary, Treasurer or Controller of the Company, stating, as to each signer thereof, that:

(a) a review of the activities of the Company during such year and of performance under this Indenture has been made under his or her

supervision; and

(b) to the best of his or her knowledge, based on such review, the Company has fulfilled all its obligations under this

Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof.

SECTION 4.05. Corporate Existence.

Subject to the provisions of Article 11, the Company will do or cause to be done all things necessary to preserve and keep in full force

and effect its corporate existence, rights (charter and statutory) and franchises and the corporate existence and rights (charter and statutory) and franchises of its Subsidiaries; provided, that the Company shall not be required to, or to cause any

Subsidiary to, preserve any right or franchise or to keep in full force and effect the corporate existence of any Subsidiary if the Company shall determine that the keeping in existence or preservation thereof is no longer desirable in or consistent

with the conduct of the business of the Company.

SECTION 4.06. Waiver of Covenants.

The Company may omit in any particular instance to comply with any covenant or condition set forth herein if before or after the time for such

compliance the holders of a majority in principal amount of the Securities of all series affected thereby then Outstanding shall either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such

waiver shall extend to or affect such covenant 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 covenant or

condition shall remain in full force and effect.

ARTICLE 5

SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. Securityholder Lists.

The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee (1) semiannually, within 15 days before

each record date when any Securities of a series are Outstanding, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the holders of such

Registered Securities as of such date, and (2) at such other times as the Trustee may request in writing, within 10 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all

information in the possession or control of the Company as to the names and addresses of the holders of Registered Securities of a particular series specified by the Trustee as of a date not more than 15 days prior to the time such information

is furnished; provided, that if and so long as the Trustee shall be the Security Registrar with respect to such series, such list shall not be required to be furnished.

SECTION 5.02. Preservation and Disclosure of Lists.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders

of each series of Securities contained in the most recent list furnished to it as provided in Section 5.01 or received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in

Section 5.01 upon receipt of a new list so furnished.

(b) Securityholders may communicate as provided in Section 312(b) of the

Trust Indenture Act with other securityholders with respect to their rights under this Indenture or under the Securities. The Company, the Trustee, the Security Registrar and anyone else shall have the protection of Section 312(c) of the Trust

Indenture Act with respect to the sending of any material pursuant to a request made pursuant to Section 312(b) of the Trust Indenture Act.

SECTION 5.03. Reports by the Company.

The Company shall furnish to the Trustee within 15 days after the filing by the Company 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the

Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a). The Company will be deemed to have furnished such reports referred to in this Section to the Trustee if the Company has filed such reports with the SEC via

the EDGAR filing system (or any successor thereto) and such reports are publicly available.

SECTION 5.04. Reports by the

Trustee.

As promptly as practicable after each May 15 beginning with May 15, 2027 and in any event prior to July 15 in

each year, the Trustee shall transmit by mail or by electronic transmission to all securityholders, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of May 15, each year if and to the extent

required by TIA § 313(a). The Trustee shall also comply with TIA § 313(b) and TIA § 313(c).

A copy of each report at the

time of its sending to securityholders of any series shall be filed with the Commission and each stock exchange (if any) on which the Securities of that series are listed. The Company shall promptly notify the Trustee when Securities of any series

are listed on any stock exchange and of any delisting thereof.

ARTICLE 6

REMEDIES

SECTION 6.01. Events of Default; Acceleration of Maturity.

In case one or more of the following events (each an “Event of Default”) with respect to a particular series shall have occurred

and be continuing:

(a) default in (i) the payment of the principal of (or premium, if any, on) any of the Securities of such series

as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise or (ii) any payment required by any sinking or analogous fund established with respect to that series;

(b) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and

payable, and continuance of such default for a period of 90 days;

any other of the covenants or agreements on the part of the Company contained in the Securities or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall

have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Securities of that series at the time Outstanding;

(d) a court having jurisdiction in the premises shall enter a decree or order for relief in

respect of the Company or the Material Subsidiary in an involuntary case or proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,

sequestrator (or similar official) of the Company or any Material Subsidiary or for any substantial part of their respective property, or ordering the winding-up or liquidation of its affairs and such decree

or order shall remain unstayed and in effect for a period of 60 consecutive days;

(e) the Company or the Material Subsidiary shall

commence a voluntary case or proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of a decree or order for relief in an involuntary case or proceeding under any such

law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or the Material Subsidiary or for any substantial part of their respective

property, or shall make any general assignment for the benefit of creditors; or

(f) any other Event of Default provided with respect to

Securities of that series;

then, if an Event of Default described in clause (a), (b), (c), or (f) shall have occurred and be continuing, and in each

and every such case, unless the principal amount of all the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series

then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by securityholders) may declare the principal amount of all the Securities (or, with respect to Original Issue Discount Securities, such lesser amount as

may be specified in the terms of such Securities) of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities of such

series contained to the contrary notwithstanding; or, if an Event of Default described in clause (d) or (e) shall have occurred and be continuing, the principal amount of all the Securities of that series then Outstanding hereunder, shall be

due and payable immediately without declaration or other act on the part of the Trustee or any holder.

SECTION 6.02. Rescission and Annulment

The provisions in Section 6.01 are subject to the condition that if, at any time after the principal of the Securities of any one

or more of all series, as the case may be, shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in

aggregate principal amount of the Securities of such series (or of all the Securities, as the case may be) then Outstanding, by written notice to the Company and to the Trustee, may, subject to Section 6.13, waive all defaults with respect to

that series or with respect to all Securities, as the case may be in such case, treated as a single class and rescind and annul such declaration and its consequences only if (1) the Company has paid or deposited with the Trustee a sum

sufficient to pay (i) all overdue installments of interest upon all the Securities of such series or of all the Securities, as the case may be, and the (ii) principal of (and premium, if any, on) all Securities of such series or of all the

Securities, as the case may be (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities), which shall

have become due otherwise than by acceleration (with interest upon such principal and premium, if any) and, to the extent permitted by applicable law, interest thereon at the applicable rate of

interest borne by such Securities and (iii) to the extent that payment of such interest is permitted by applicable law, interest on overdue installments of interest, if any, which shall have become due otherwise than by acceleration, at the

same rate as the rate of interest specified in the Securities of such series or all Securities, as the case may be (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue

principal thereof upon maturity, redemption or acceleration of such series, as the case may be), to the date of such payment or deposit, and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys

and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its gross negligence or willful misconduct, and (2) any and all Events of Default with respect to the Securities of such

series (or of all the Securities, as the case may be) then Outstanding, other than the non-payment of the principal of, or any premium and interest on the Securities that has become due by acceleration, shall

have been waived or remedied as provided in this Indenture. No such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or

abandoned because of such rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the securityholders, as the case may be, shall be restored

respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the securityholders, as the case may be, shall continue as though no such proceedings had been taken.

SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(a) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default

continues for a period of 90 days,

(b) default is made in the payment of the principal or premium, if any, of any Security at the maturity

thereof, including any maturity occurring by reason of a call for redemption or otherwise, the Company will, upon demand of the Trustee, pay to it, for the benefit of the holders of such Securities, the whole amount that shall have become due and

payable on such Securities for principal or premium, if any, and interest, with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate

borne by 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, or

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own

name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceedings to judgment or final decree, and may enforce the same against the Company or any other

obligor upon the 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 the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of

the securityholders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the

exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 6.04. Trustee May File Proofs of

Claim.

In the case of the pendency of a 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 such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities

shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by

intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of principal and premium, if any, and any

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 of the holders of Securities allowed in such judicial proceeding; and

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

assignee, trustee, liquidator or 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the

Trustee under Section 7.06. To the extent that such payment of reasonable compensation, expenses, disbursements, advances and other amounts out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be

secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the holders of the Securities may be entitled to receive in such proceedings, whether in liquidation or under any plan

or reorganization or arrangements or otherwise.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent

to or accept or adopt on behalf of the 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 6.05. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the

possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,

after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Securities in respect of which such judgment has been recovered.

SECTION 6.06. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee

and, in case of the distribution of such money on account of principal or premium, if any, or any interest, upon presentation of the Securities, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender

thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 7.06 or 14.05;

SECOND: To the payment of all Senior Indebtedness of the Company if and to the extent required by Article 16;

THIRD: To the payment of the amounts then due and unpaid upon the Securities for principal of and premium, if any, and any interest on the

Securities, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities, for principal and any interest,

respectively; and

FOURTH: To the Company or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same.

SECTION 6.07. Limitation on Suits.

No holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this

Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1) such holder has previously

given written notice to the Trustee of a continuing Event of Default;

(2) the holders of not less than 25% in principal amount of the

Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such holder or holders have offered to the Trustee indemnity against the costs, expenses

and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request

and offer of indemnity has failed to institute any such proceedings; 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 aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more such holders of Securities shall have any right in any manner whatever by virtue of, or by availing of,

any provision of this Indenture to affect, disturb or prejudice the rights of any other of such holders of Securities 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 such holders of Securities.

SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, the holder of any Security shall have the right, which is absolute and unconditional, to

receive payment of the principal of and premium, if any, and (subject to Section 2.05 and Section 3.02) any interest on such Security on the respective stated maturities expressed in such Security (or, in the case of redemption, on the

redemption date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such holder.

SECTION 6.09. 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 the Company, the Trustee and the holders of Securities shall, subject to any determination

in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the holders shall continue as though no such proceeding has been instituted.

SECTION 6.10. Rights and Remedies Cumulative.

Except as provided in Section 2.09, 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 6.11. 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 accruing upon any default shall impair any

such right or remedy or constitute a waiver of any such default or any 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, as the case may be.

SECTION 6.12. Control by

Securityholders.

The holders of a majority in principal amount of Outstanding Securities of each 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, provided that

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

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

(3) the Trustee need not take any action which it in good faith determines might involve it in personal liability or be unjustly prejudicial to

the securityholders not consenting; provided, however, that the Trustee shall not have an affirmative obligation to determine whether such action is unduly prejudicial to the securityholders not consenting.

Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a temporary

global Security or a permanent global Security, the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the

day the Trustee receives such direction. The holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such holders remain holders after such record date,

provided that, unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any holder be cancelled and of no

further effect. Nothing in this paragraph shall prevent a holder, or a proxy of a holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been cancelled

pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.12.

SECTION 6.13. Waiver of Past Defaults.

Subject to Section 6.02, the holders of a majority in principal amount of the Securities of each series at the time Outstanding may, on

behalf of the holders of all the Securities of that series, waive any past default hereunder and its consequences, except a default:

(a)

in the payment of the principal of, premium, if any, or any interest on any Security; or

(b) in respect of a covenant or provision hereof that pursuant to Article 10 cannot be

modified or amended without the consent of the holder of each Outstanding Security affected.

Upon any such waiver, such default shall

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

SECTION 6.14. Undertaking for Costs.

All parties to this Indenture agree, and each holder of any Security by his or her 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 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 Securities for the enforcement of the payment of the principal of, premium, if any, or any interest on any Security on or after the

respective stated maturities expressed in such Security (or, in the case of redemption, on or after the redemption date, except, in the case of a partial redemption, with respect to the portion not so redeemed).

SECTION 6.15. 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 laws 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 benefits or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every

such power as though no such law had been enacted.

ARTICLE 7

CONCERNING THE TRUSTEE

SECTION 7.01. Duties and Responsibilities of Trustee.

(a) The Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of Default of such

series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the

Trustee. In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any 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.

(b) In case an Event of Default with respect to a particular series has occurred (which has

not been cured), the Trustee shall exercise with respect to 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.

liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) prior to the

occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred, (x) the duties and obligations of the Trustee with respect to such series

shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or

obligations shall be read into this Indenture against the Trustee and (y) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed

therein, upon any 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 on their face to the requirements of this Indenture;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers, unless it

shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(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 Securities pursuant to Section 6.12 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.

(d) No provision of this Indenture

shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal 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.

SECTION 7.02. Reliance on Documents, Opinions, etc.

Subject to the provisions of Section 7.01:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,

opinion, report, notice, request, consent, order, judgement, bond, debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties not only as the due execution,

validity and effectiveness, but also as to the truth and accuracy of any information contained herein. The Trustee need not investigate any fact or matter stated in any such document;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company

Order (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or any Assistant Secretary of the Company; and 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 may rely upon an Officer’s Certificate and/or Opinion of

Counsel, and the Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in reliance on such Officer’s Certificate or such Opinion of Counsel;

(c) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete

authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or

direction of any of the holders of any Securities pursuant to the provisions of this Indenture, unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which

might be incurred therein or thereby;

(e) the Trustee shall not be bound to make any investigation into the facts or matters stated in any

resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or documents, 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;

(f) 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 gross negligence on the part of any agent or attorney appointed with due care by it hereunder;

(g) the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be

authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(h) in no event will the Trustee be responsible or liable for special, indirect, incidental,

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;

(i) in no event will 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 reasonable control, including, without limitation, any act or provision of any present or future law or regulation or governmental authority, strikes, pandemics, work stoppages, accidents,

acts of war or terrorism, civil or military disturbances, sabotage, epidemics, riots, nuclear or natural catastrophes, earthquakes, fires, floods, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer

(software or hardware) services, labor disputes, acts of civil or military authorities and governmental actions, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that the

Trustee will use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;

(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers hereunder;

(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized

at such time to take specified actions pursuant to this Indenture; and

(l) the permissive rights of the Trustee to do things enumerated in

this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Trustee shall not be answerable other than for its gross negligence or willful misconduct.

SECTION 7.03. No Responsibility for Recitals, etc.

The recitals contained herein and in the Securities, other than the Trustee’s certificate of authentication, shall be taken as the

statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of any offering materials, this Indenture or of the Securities, provided

that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 7.04. Ownership of Securities.

The Trustee, any authenticating agent, any paying agent, any Security Registrar or any other agent of the Company or of the Trustee, in its

individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, authenticating agent, paying agent, Security Registrar or such other agent of the Company or of the Trustee.

SECTION 7.05. Moneys to be Held in Trust.

Subject to the provisions of Section 12.04 hereof, all moneys received by the Trustee or any paying agent shall, until used or applied as

herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for interest on

any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon.

SECTION 7.06.

Compensation and Expenses of Trustee.

The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee

shall be entitled to, such compensation for all services rendered by it hereunder (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company

will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation

and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. If any property other than cash shall at

any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be

entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify each of the Trustee and any predecessor

Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee))

incurred without gross negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of

liability, whether asserted by the Company, a Holder or any other person. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of

the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders

and agents of the Trustee.

To secure the Company’s obligations under this Section, the Trustee shall have a senior claim to which

the Securities are hereby made subordinate on all money or property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are

intended to constitute expenses of administration under any bankruptcy law.

The provisions of this Section shall survive the resignation

or removal of the Trustee and the termination of this Indenture.

SECTION 7.07. Officer’s Certificate or Opinion of Counsel

as Evidence.

Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the

Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the

absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate or Opinion of Counsel delivered to the Trustee, and such certificate or opinion, in the

absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 7.08. Disqualifications; Conflicting Interest of Trustee.

If the Trustee has or shall acquire any “conflicting interest” within the meaning of the Trust Indenture Act, the Trustee and the

Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

SECTION 7.09.

Eligibility of Trustee.

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 or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject to supervision or examination by

federal, state, territorial or District of Columbia authority, (c) shall have at all times a combined capital and surplus of not less than $50,000,000 and (d) shall not be the Company or any person directly or indirectly controlling,

controlled by, or under common control with the Company. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this

Section, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be

eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

SECTION 7.10. Resignation or Removal of Trustee.

(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged from the trust hereby created by

giving written notice of resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to the applicable series by written instrument, in duplicate, executed by order of

the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the

mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee at the expense of the Company. Such court may thereupon, after such notice, if any, as it may

deem proper and prescribe, appoint a successor trustee.

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

(1) the Trustee shall fail to comply with Section 7.08 with respect to any series of Securities after written request therefor by the

Company or by any securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months, or

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series of Securities and

shall fail to resign after written request therefor by the Company or by any such securityholder, or

(3) the Trustee shall become

incapable of acting with respect to any series of Securities, 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, the Company may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee with respect to

such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of

Section 6.14, any securityholder of such series who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, on behalf of himself or herself and all others similarly situated, petition any

court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and

appoint a successor trustee.

the Securities of all series (voting as one class) at the time Outstanding may at any time remove the Trustee with respect to Securities of all series and appoint a successor trustee with respect to the Securities of all series.

(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section

shall become effective upon the appointment of a successor trustee and the acceptance of appointment by the successor trustee as provided in Section 7.11.

SECTION 7.11. Acceptance by Successor Trustee.

Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor

trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act,

deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written

request of the Company or of the successor trustee, the predecessor trustee shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all

the rights and powers of the predecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such

rights and powers. Any trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of

Section 7.06.

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 predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such

provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue

to be vested in the predecessor Trustee, and 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.

No successor trustee shall accept appointment as provided in

this Section unless at the time of such acceptance such successor trustee shall be qualified and eligible under the provisions of this Article 7.

Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such

trustee hereunder to all holders of Securities of any applicable series as the names and addresses of such holders shall appear on the registry books. If the Company fails to mail such notice in the prescribed manner within ten days after the

acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.

SECTION 7.12. Successor by Merger, etc.

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 of the corporate trust business of the Trustee, shall be the successor trustee hereunder, provided such corporation

shall be qualified and eligible under the provisions of this Article 7, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case 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 7.13. Limitations on Rights of

Trustee as Creditor.

The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship

described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

SECTION 7.14. Notice of Default.

Within 90 days after the occurrence of any default on a series of Securities hereunder of which a Responsible Officer of the Trustee has

received notice or is deemed to have notice in accordance with this Section 7.14, the Trustee shall transmit to all securityholders of that series, in the manner and to the extent provided in Section 15.04, notice of such default hereunder

actually known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, that except in the case of a default in the payment of the principal of or interest on any Security or on the payment of any

sinking or purchase fund installment, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interests of the

securityholders; and provided, further, that in the case of any default of the character specified in clause (c) of Section 6.01 no such notice to securityholders shall be given until at least 30 days after the occurrence thereof. The

Trustee will not be required to take notice or be deemed to have notice of any default or Event of Default, except failure by the Company to pay or cause to be made any of the payments required to be made to the Trustee, unless a Responsible Officer

shall receive written notice of such default or Event of Default from the Company or by the holders of at least 25% in aggregate principal amount of the then Outstanding Securities delivered to the Corporate Trust Office of the Trustee and such

notice states that it is a notice of a default or Event of Default with respect to the Securities and this Indenture, and in the absence of such notice so delivered the Trustee may conclusively assume no default or Event of Default exists.

SECTION 7.15. Appointment of Authenticating Agent.

The Trustee may appoint an authenticating agent or agents (which may be an affiliate or affiliates of the Company) with respect to one or more

series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to

Section 2.09, 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 or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers or to otherwise act as authenticating agent, (b) is subject to

supervision or examination by federal, state, territorial or District of Columbia authority, and (c) shall have at all times a combined capital and surplus of not less than $50,000,000. 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 such

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 such

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 promptly give notice of such

appointment to all holders of Securities in the manner and to the extent provided in Section 15.04. Any successor 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 Company agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section.

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 alternative 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.

U.S. Bank Trust Company, National Association,

as Trustee

By:

Authorized Signatory

Date:

If all of the Securities of a series may not be originally issued at one time, and the Trustee does not

have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in

writing, shall appoint in accordance with this Section an authenticating agent (which, if so requested by the Company, shall be such affiliate of the Company) having an office in a Place of Payment designated by the Company with respect to such

series of Securities, provided that the terms and conditions of such appointment are acceptable to the Trustee.

ARTICLE 8

CONCERNING THE SECURITYHOLDERS

SECTION 8.01. Action by Securityholders.

Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or

all series may take any action (including the making of any demand or request, the giving of any authorization, notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such

specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by securityholders in person or by agent or proxy appointed in writing, or (b) by a combination of such

instrument or instruments and any such record of such a meeting of securityholders.

In determining whether the holders of a specified

percentage in aggregate principal amount of the Securities of any or all series have taken any action (including the making of any demand or request, the giving of any authorization, direction, notice, consent or waiver or the taking of any other

action), (i) the principal amount of any Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that

could be declared to be due and payable upon an Event of Default pursuant to the terms of such Original Issue Discount Security at the time the taking of such of such action is evidenced to the Trustee, and (ii) the principal amount of a

Security denominated in a foreign currency or currency unit shall be the Dollar equivalent, determined as of the date of original issuance of such Security in accordance with Section 2.03 hereof, of the principal amount of such Security.

SECTION 8.02. Proof of Execution by Securityholders.

Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument by a

securityholder or its agent or proxy, or of the holding by any person of a Security, shall be sufficient and conclusive in favor of the Trustee and the Company if made in accordance with such reasonable rules and regulations as may be prescribed by

the Trustee or in such manner as shall be satisfactory to the Trustee.

The principal amount and serial numbers of Registered Securities

held by any person, and the date of holding the same, shall be proved by the Security Register.

The record of any securityholders’

meeting shall be proved in the manner provided in Section 9.06.

SECTION 8.03. Who Are Deemed Absolute Owners.

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or of the

Trustee may deem the person in whose name such Registered Security shall be registered upon the Security Register to be, and may treat him as, the absolute owner of such Registered Security (whether or not such Security shall be overdue and

notwithstanding any notation of ownership or other writing thereon), for the purpose of receiving payment of or on account of the principal of (and premium, if any) and, subject to the provisions of Section 2.05 and Section 2.07, any

interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being,

or upon his or her order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

Notwithstanding the foregoing, with respect to any temporary or permanent global Security, nothing herein shall prevent the Company, the

Trustee, or any agent of the Company or of the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary, or impair, as between a Depositary and holders of beneficial interests in any temporary

or permanent global Security, as the case may be, the operation of customary practices governing the exercise of the rights of the Depositary as holder of such temporary or permanent global Security.

SECTION 8.04. Company-Owned Securities Disregarded.

In determining whether the holders of the required aggregate principal amount of Securities have provided any request, demand, authorization,

notice, direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities, or by any person directly or indirectly controlling or controlled by or under direct or indirect common

control with the Company or any other obligor on the Securities, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in

relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in

good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee is not a person directly or

indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full

protection to the Trustee.

SECTION 8.05. Revocation of Consents; Future Securityholders Bound.

At any time prior to the taking of any action by the holders of the percentage in aggregate principal amount of the Securities specified in

this Indenture in connection with such action, any holder of a Security, the identifying number of which is shown by the evidence to be included in the Securities the holders of which have consented to such action, may, by filing written notice with

the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section

8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all

future holders and owners of such Security and of any Security issued upon registration of transfer of or in exchange or substitution therefor in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance

thereon, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such

action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities.

SECTION 8.06.

Record Date.

The Company may, but shall not be obligated to, set a record date for purposes of determining the identity of

holders of Securities of any series entitled to vote or consent to any action by vote or consent or to otherwise take any action under this Indenture authorized or permitted by Section 6.12 and Section 6.13 or otherwise under this

Indenture. Such record date shall be the later of (i) the date 20 days prior to the first solicitation of such consent or vote or other action and (ii) the date of the most recent list of holders of such Securities delivered to the

principal Corporate Trust Office of the Trustee pursuant to Section 5.01 prior to such solicitation. If such a record date is fixed, those persons who were holders of such Securities at the close of business on such record date shall be

entitled to vote or consent or take such other action, or to revoke any such action, whether or not such persons continue to be holders after such record date, and for that purpose the Outstanding Securities shall be computed as of such record date.

ARTICLE 9

SECURITYHOLDERS’ MEETINGS

SECTION 9.01. Purposes of Meeting.

A meeting of holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions of this

Article for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give any directions to the

Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to be taken by securityholders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee and appoint a successor trustee pursuant to the provisions of Article 7;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

(d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the

Securities of any or all series, as the case may be, under any other provision of this Indenture or under applicable law.

SECTION 9.02. Call of Meetings by Trustee.

The Trustee may at any time call a meeting of securityholders of any or all series to take any action specified in Section 9.01, to be

held at such time and at such place in New York, New York as the Trustee shall determine. Notice of every meeting of the securityholders of any or all series, setting forth the time and place of such meeting and in general terms the action proposed

to be taken at such meeting, shall be given in the manner provided in Section 15.04 not less than 20 nor more than 180 days prior to the date fixed for the meeting.

SECTION 9.03. Call of Meetings by Company or Securityholders.

In case at any time the Company, pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Securities

of any or all series, as the case may be, then Outstanding, shall have requested the Trustee to call a meeting of securityholders of any or all series to take any action authorized in Section 9.01, by written request setting forth in reasonable

detail the action proposed to be taken at the meeting, and the Trustee shall not have provided notice of such meeting in the manner provided in Section 15.04 within 30 days after receipt of such request, then the Company or the holders of

such Securities in the amount above specified may determine the time and the place in New York, New York for such meeting and may call such meeting by giving notice thereof as provided in Section 9.02.

SECTION 9.04. Qualifications for Voting.

To be entitled to vote at any meeting of securityholders a person shall be a holder of one or more Securities of such series Outstanding with

respect to which a meeting is being held or a person appointed by an instrument in writing as proxy by such a holder or holders. The only persons who shall be entitled to be present or to speak at any meeting of the securityholders of any series

shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 9.05. Regulations.

Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any

meeting of securityholders of a series, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates

and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it deems fit. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner

specified in Article 8 and the appointment of any proxy shall be proved in the manner specified in Article 8. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and

genuine without the proof specified in Article 8 or other proof.

The Trustee shall, by an instrument in writing, appoint a temporary

chairman of the meeting, unless the meeting shall have been called by the Company or by securityholders as provided in Section 9.03, in which case the Company or the securityholders calling the meeting, as the case may be, shall in like manner

appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.

Subject to the provisions of Section 8.01 and Section 8.04, at any meeting each

securityholder or proxy shall be entitled to one vote for each $1,000 (or the Dollar equivalent thereof in connection with Securities issued in a foreign currency or currency unit) Outstanding principal amount of Securities of such series held or

represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting

shall have no right to vote except as a securityholder or proxy. Any meeting of securityholders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time, and the meeting may be reconvened

without further notice.

SECTION 9.06. Voting.

The vote upon any resolution submitted to any meeting of securityholders shall be by written ballot on which shall be subscribed the signatures

of the securityholders or proxies and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities held or represented by them. The chairman of the meeting shall appoint

two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record

in duplicate of the proceedings of each meeting of securityholders shall be prepared by the secretary of the meeting and there shall be attached to the record the original reports of the inspectors of votes on any vote by ballot taken thereat and

affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that the notice was mailed as provided in Section 9.02. The record shall be signed and verified by the chairman and

secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE 10

SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures without Consent of Securityholders.

Without the consent of any holders of Securities, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from

time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes:

(a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and

the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;

(b) to add to the covenants of the Company such further covenants, restrictions, conditions

or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions

or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may

provide;

(c) to establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01 and

Section 2.03, including, without limitation, any subordination provisions and any conversion or exchange provisions applicable to Securities that are convertible into or exchangeable for other securities or property, and any deletions from or

additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding);

(d) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental

indenture);

(e) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the

defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 14, provided that any such action shall not adversely affect the interests of any holder of a Security of such series or any other

Security in any material respect;

(f) in the case of any series of Securities which are convertible into or exchangeable for commodities

or for the securities of the Company to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding securities or any merger, consolidation,

statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets of the Company to any other Person

or other similar transactions in accordance with the terms of this Indenture or if expressly required by the terms of such series of Securities established pursuant to Section 2.03;

(g) to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities of any

series;

(h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the

qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however,

the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted;

(i) to modify, eliminate or add to any of the provisions of this Indenture, provided that

any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or

(ii) shall not apply to any Security Outstanding;

(j) to conform this Indenture or the Securities to the description thereof in the

related prospectus, offering memorandum or disclosure document (as provided in an Officer’s Certificate delivered to the Trustee);

(k) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or

inconsistent with any other provisions contained herein or in any supplemental indenture;

(l) to add guarantees with respect to, or to

secure, any series of Security;

(m) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with

respect to the Securities of one or more series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to

Section 7.11; and

(n) to make any change to the Securities of any series or to make any other provisions in regard to matters or

questions arising under this Indenture that do not adversely affect the legal rights under this Indenture of any holder of Securities of any series issued under this Indenture, including provisions necessary or desirable to provide for or facilitate

the administration of the trusts hereunder.

The Trustee is hereby authorized to join with the Company in the execution of any such

supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be

obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and

until the Trustee has duly executed and delivered the same.

SECTION 10.02. Supplemental Indentures with Consent of

Holders.

With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate

principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter

into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or

eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under this Indenture; provided, that without the consent of the holder of

each Outstanding Security so affected thereby, no such supplemental indenture shall (a) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of

interest thereon, (b) reduce the percentage in aggregate principal amount of the Outstanding Securities, the consent of whose holders is required to amend or supplement this Indenture, (c) modify the subordination provisions in a manner

adverse to the holders of such Securities, or (d) make any change to the provisions of this Indenture to remove any of the limitations in this paragraph upon the Company or the Trustee.

Upon the request of the Company, accompanied by a copy of a Board Resolution certified by

the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the

Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not

be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the securityholders under this

Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10,

the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of

the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures.

Any supplemental indenture executed pursuant to the provisions of this Article 10 shall comply with the Trust Indenture Act, as then in

effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10 and subject to the provisions in any supplemental indenture relating to the prospective application of such instrument, this Indenture shall

be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities theretofore or

thereafter authenticated and delivered hereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall

be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

The Trustee, subject to the

provisions of Section 7.01 and Section 7.02, shall be entitled to receive and shall be fully protected in relying upon an Officer’s Certificate and Opinion of Counsel as conclusive evidence that any such supplemental indenture

complies with the provisions of this Article 10 and that all conditions precedent thereto have been satisfied.

SECTION 10.04.

Notation on Securities.

Securities of any series authenticated and delivered after the execution of any supplemental indenture

pursuant to the provisions of this Article 10 may bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. New Securities of any series so modified as to conform, in the opinion of the

Company and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered, without charge to the securityholders, in exchange for

the Securities of such series then Outstanding.

SECTION 10.05. Trustee to Sign Supplemental Indentures, Etc.

The Trustee shall sign any indenture or supplemental indenture authorized pursuant to this Article 10 if the indenture or supplement indenture

does not adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee. If it does, the Trustee may, but need not sign it. In signing such indenture or supplemental indenture, the Trustee shall be provided with, and

(subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment or supplement is authorized or permitted pursuant to this Indenture and that the conditions

precedent have been satisfied.

ARTICLE 11

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 11.01. Company May Consolidate, etc., on Certain Terms.

The Company covenants that it will not merge into or consolidate with any other corporation or sell or convey all or substantially all of its

assets to any person, firm or corporation, unless (a) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United

States of America or a state thereof or the District of Columbia and such corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any, on) and any interest on all the Securities, according to their tenor,

and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such

corporation, and (b) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.

SECTION 11.02. Successor Corporation Substituted.

In case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor

corporation shall succeed to and be substituted for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of the first part. Such successor corporation thereupon may cause to be

signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such

successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall make available for delivery any Securities which previously shall have

been signed and delivered by an Authorized Officer of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the

Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued

at the date of the execution thereof.

In case of any such consolidation, merger, sale or conveyance such changes in phraseology

and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

SECTION 11.03.

Opinion of Counsel and Officer’s Certificate to be Given Trustee.

The Trustee shall receive an Opinion of

Counsel and Officer’s Certificate as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption (and any supplemental indenture executed pursuant to this Article 11), complies with the provisions

of this Article 11 and that all conditions precedent herein provided for relating to such transaction (and the execution of any supplemental indenture) have been complied with.

ARTICLE 12

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 12.01. Discharge of Indenture.

If at any time:

(a) (1) the

Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than (i) Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in

Section 2.09, and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in

Section 4.03), or

(2) all such Securities of such series not theretofore delivered to the Trustee for cancellation (i) shall

have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of

redemption, and the Company in the case of (i), (ii) or (iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in

accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become

due to such date of maturity or date fixed for redemption, as the case may be,

(b) the Company has paid or caused to be paid all other

sums payable hereunder by the Company with respect to such Series, and

of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Series have been complied with;

then this Indenture shall cease to be of further effect with respect to the Securities of such series (except as to any surviving rights of conversion,

registration of transfer or exchange of any such Security expressly provided for herein or in the terms of such Security), and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute

proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the

Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee

under Section 7.06 shall survive.

SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee.

Subject to Sections 12.03 and 12.04, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by

it to the payment, either directly or through any paying agent (including the Company acting as its own paying agent), to the persons entitled thereto, of all sums due and to become due thereon for principal and interest (and premium, if any) for

which payment of such money has been deposited with the Trustee.

SECTION 12.03. Paying Agent to Repay Moneys Held.

In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series and the payment of all amounts due

to the Trustee under Section 7.06, all moneys with respect to such Securities then held by any paying agent under the provisions of this Indenture shall, upon written demand of the Company, be repaid to it or paid to the Trustee and thereupon

such paying agent shall be released from all further liability with respect to such moneys.

SECTION 12.04. Return of

Unclaimed Moneys.

Subject to applicable law, any moneys deposited with or paid to the Trustee or any paying agent for the payment of

the principal of (and premium, if any) or interest on any Security and not applied but remaining unclaimed for two years after the date upon which such principal (and premium, if any, on) or interest shall have become due and payable, shall be

repaid to the Company by the Trustee or such paying agent upon written request from the Company, and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for any payment which such holder may be

entitled to collect and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

ARTICLE 13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. Indenture and Securities Solely Corporate Obligations.

No recourse for the payment of the principal of or interest on any Security, for any claim based thereon, or otherwise in respect thereof,

shall be had against any incorporator, shareholder, officer, director, employee or agent, as such, past, present or future, of the Company or of any successor corporation, it being expressly understood that all such liability is hereby expressly

waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of any Security.

ARTICLE 14

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.01. Applicability of Article.

Unless, as specified pursuant to Section 2.03, provision is made that either or both of (a) defeasance of the Securities of a series

under Section 14.02 and (b) covenant defeasance of the Securities of a series under Section 14.03 shall not apply to the Securities of a series, then the provisions of such Section 14.02 and Section 14.03, together with

Section 14.04 and Section 14.05, shall be applicable to the Outstanding Securities of all series upon compliance with the conditions set forth below in this Article 14.

SECTION 14.02. Defeasance and Discharge.

Subject to Section 14.05, the Company may cause itself to be discharged from its obligations with respect to the Outstanding Securities of

any series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that

the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such

Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights

of holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments of the principal of and any premium and interest on such Securities when

such payments are due, (b) the Company’s obligations with respect to such Securities under Section 2.07, Section 2.08, Section 2.09, Section 4.02 and Section 4.03 and such obligations as shall be ancillary

thereto, (c) the rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder, and the Company’s obligations with respect thereto, and (d) this Article 14. Subject to compliance with this

Article 14, defeasance with respect to Securities of a series by the Company is permitted under this Section 14.02 notwithstanding the prior exercise of its rights under Section 14.03 with respect to the Securities of such series.

Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

SECTION 14.03. Covenant Defeasance.

The Company may cause itself to be released from its obligations under any Sections applicable to Securities of a series that are determined

pursuant to Section 2.03 to be subject to this provision with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions

subsequent set forth below (hereinafter, “covenant defeasance”). For this purpose, such

covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or

limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but

the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 14.04. Conditions to Defeasance or

Covenant Defeasance.

The following shall be the conditions precedent or, as specifically noted below, subsequent to application of

either Section 14.02 or Section 14.03 to the Outstanding Securities of such series:

(a) The Company shall irrevocably have

deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities,

(i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any

payment, money in an amount, or (iii) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the

Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, (1) the principal of and any premium and interest on the Outstanding Securities of such series to maturity or redemption, as the case may be, and

(2) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the

redemption of Securities at a future date or dates in accordance with Article 3 which shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means securities that are (x) direct

obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the

payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository

receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by

such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any

amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt;

(b) No default, or event that after notice or lapse of time, or both, would become a default with respect to the Securities of such series,

shall have happened and be continuing (i) on the date of such deposit or (ii) insofar as Section 6.01(d) and Section 6.01(e) are concerned, at any time during the period ending on the 123rd day after the date of such deposit or,

if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (b) is a condition subsequent and shall not be

deemed satisfied until the expiration of such period);

Securities of such series to have a conflicting interest as defined in Section 7.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (ii) result in the trust arising from such deposit to

constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended;

(d) Such

defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(e) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities

exchange under the Exchange Act to be delisted;

(f) In the case of a defeasance under Section 14.02, the Company shall have delivered

to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable

federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a

result of such 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 defeasance had not occurred;

(g) In the case of covenant defeasance under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the

effect that the holders of the Outstanding Securities of such series will not recognize 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;

(h) Such defeasance or

covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 2.03; and

(i) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions

precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03, as the case may be, have been complied with.

SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in respect

of the Outstanding Securities of such 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 (but not including

the Company acting as its own paying agent) as the Trustee may determine, to the holders of such Securities of all sums due and to become due thereon in respect of principal and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof.

Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any

money or U.S. Government Obligations held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in

excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with

the provisions of this paragraph.

Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S.

Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (ii) are for any reason insufficient in amount,

then the Company’s obligations to pay principal of and any premium and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the

Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

ARTICLE 15

MISCELLANEOUS PROVISIONS

SECTION 15.01. Benefits of Indenture Restricted to Parties and Securityholders.

Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation,

other than the parties hereto and their successors and assigns and the holders of the Securities (and, with respect to the provisions of Article 16, the holders of Senior Indebtedness), any legal or equitable right, remedy or claim under this

Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and assigns and the holders of the Securities (and, with respect to the provisions

of Article 16, the holders of Senior Indebtedness).

SECTION 15.02. Provisions Binding on Company’s

Successors.

All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Company shall

bind its successors and assigns, whether so expressed or not.

SECTION 15.03. Addresses for Notices, etc., to Company and Trustee.

Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted by this Indenture is duly given

if in writing and delivered in person or delivered by first-class postage prepaid mail, facsimile, email or overnight air courier guaranteeing next day delivery, to the other’s address:

(1) If to the Trustee, addressed to the Trustee at the principal Corporate Trust Office of the Trustee, U.S. Bank Trust Company, National

Association, Mail Code: MA-DM-CMNB, Lunken Operations Center, 5065 Wooster Road, Cincinnati, OH 45226, Attention First Merchants Corporation Administrator, Phone: 917-256-2865, Email: ivy.wegener@usbank.com.

(2) If to the

Company by the Trustee or by the holders of Securities, addressed to it at 200 East Jackson Street, Muncie, Indiana 47305-2814, Attention: Brian T. Hunt, Esq., Email: bhunt@firstmerchants.com.

The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or

communications.

All notices and communications will be deemed to have been duly given: five Business Days after being deposited in the

mail, postage prepaid, if delivered by mail; on the first Business Day after being sent, if sent by facsimile and the sender receives confirmation of successful transmission; upon confirmation of transmittal (but excluding any automatic reply to

such email), if sent by email; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

SECTION 15.04. Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided herein, where this Indenture provides for notice of holders of Securities of any event, such notice

shall be sufficiently given to holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each holder of a Registered Security affected by such event, at the address of such holder as it appears in the Security

Register, not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice.

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 to holders of Registered Securities by mail, then such notification as shall be made with the approval of the Trustee

shall constitute sufficient notice to such holders for every purpose hereunder. In any case where notice to holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any

particular holder of a Registered Security shall affect the sufficiency of such notice with respect to other holders of Registered Securities.

Notwithstanding any other provision of this Indenture or any Security, where this Indenture

or any Security provides for notice of any event (including any notice of redemption) to a Holder of a global Security (whether by mail or otherwise), such notice shall be sufficiently given when delivered to the Depositary for such Security (or its

designee) pursuant to the customary procedures of such Depositary.

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.

Any request, demand,

authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language.

SECTION 15.05. Evidence of Compliance with Conditions Precedent.

Upon any application or demand by the Company to the Trustee to take any action under any of the provisions 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 demand as to which the furnishing of such documents is specifically required by any provision of this Indenture

relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each Officer’s

Certificate and Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such

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

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

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

SECTION 15.06. Legal Holidays.

In any case where the date of maturity of interest on or principal of the Securities or the date fixed for redemption of any Securities shall

not be a Business Day in the city of New York, New York or in such other Place of Payment as the Company may designate pursuant to Section 4.02, then 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 with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

SECTION 15.07. Trust Indenture Act to Control.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to

be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required or deemed provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture

Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 15.08. Execution in Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together

constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission will constitute effective execution

and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf” or

“.tif”) will be deemed to be their original signatures for all purposes. Unless otherwise provided herein or in any other Securities, the words “execute”, “execution”, “signed”, and

“signature” and words of similar import used in or related to any document to be signed in connection with this Indenture, any other Securities or any of the transactions contemplated hereby (including amendments, waivers, consents and

other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a

paper-based recordkeeping system, as applicable, to the fullest extent and as provided under 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 similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any

format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

SECTION 15.09. Governing

Law; Waiver of Jury Trial.

THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW

YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER

JURISDICTION WOULD BE REQUIRED THEREBY (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

The parties hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or

state court sitting in the Borough of Manhattan, the City of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or

do not have jurisdiction over any party, in each, case, in any legal proceeding arising out of or related to this Indenture, the Securities or the transactions contemplated hereby or thereby.

SECTION 15.10. Severability; Entire Agreement.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and

enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Trustee, by its execution of this

Indenture, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. This Indenture, any supplemental indenture hereto and the exhibits hereto or thereto set forth the entire agreement

and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written.

SECTION 15.11. Interpretations.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of

reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other

Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 15.12. U.S.A.

Patriot Act.

The parties hereto acknowledge that in accordance with Title III of the Uniting and Strengthening America by

Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is

required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such

information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

ARTICLE 16

SUBORDINATION OF SECURITIES

SECTION 16.01. Securities Subordinate to Senior Indebtedness.

Except as otherwise provided in a supplemental indenture or pursuant to Section 2.03, the Company agrees, and each holder by accepting a

Security agrees, that the indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full of all Senior Indebtedness and that the subordination is

for the benefit of the holders of Senior Indebtedness. Notwithstanding the foregoing, if a deposit is made pursuant to Section 14.02 or Section 14.03 with respect to any Securities (and provided all other conditions set out in

Section 14.02 or 14.03, as applicable, shall have been satisfied with respect to such Securities), then, when the 90th day after such deposit has ended, no money obligations so deposited, and no proceeds thereon, will be subject to any

rights of holders of Senior Indebtedness, including any such rights arising under this Article 16.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all

as of the day and year first above written.

FIRST MERCHANTS CORPORATION

By:

/s/ Michele M. Kawiecki

Michele M. Kawiecki

Executive Vice President and Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Ivy Wegener

Ivy Wegener

Vice President, Client Manager

EX-4.2

Filename: d154643dex42.htm · Sequence: 3

EX-4.2

Exhibit 4.2

FIRST MERCHANTS CORPORATION,

as Issuer and

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 25, 2026

INDENTURE

Dated as of September 25, 2026

6.750% Fixed-to-Floating Rate Subordinated Notes Due 2036

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS

Section 1.01 Relation to Base Indenture

Section 1.02 Definition of Terms

ARTICLE 2 ESTABLISHMENT OF THE 2036 SERIES AND GENERAL TERMS AND CONDITIONS OF THE 2036

NOTES

Section 2.01 Establishment of the Series of the 2036 Notes and Designation

Section 2.02 Maturity

Section 2.03 Form, Payment and Appointment

Section 2.04 Global Note

Section 2.05 Interest

Section 2.06 Subordination

Section 2.07 Events of Default; Acceleration

Section 2.08 Sinking Fund

Section 2.09 No Conversion or Exchange Rights

Section 2.10 Defeasance and Covenant Defeasance

Section 2.11 Additional Amounts

ARTICLE 3 REDEMPTION OF THE 2036 NOTES

Section 3.01 Optional Redemption

Section 3.02 Redemption of Special Events

Section 3.03 Notice to Trustee

Section 3.04 Partial Redemption

Section 3.05 Notice to Holders

Section 3.06 Company Purchase of 2036 Notes

ARTICLE 4 FORM OF 2036 NOTES

Section 4.01 Form of 2036 Notes

ARTICLE 5 SUPPLEMENTAL INDENTURES

Section 5.01 Supplemental Indentures without Consent of Holders

ARTICLE 6 MISCELLANEOUS

Section 6.01 Ratification of Base Indenture

Section 6.02 Trustee Not Responsible for Recitals

Section 6.03 Governing Law, Waiver of Jury Trial

Section 6.04 Severability

Section 6.05 Counterparts

Section 6.06 Benefits of First Supplemental Indenture

Section 6.07 Conflict with Base Indenture

Section 6.08 Provisions of Trust Indenture Act Controlling

Section 6.09 Successors

Exhibit A FORM OF NOTE

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental

Indenture”), dated as of September 25, 2026, between FIRST MERCHANTS CORPORATION, a corporation duly organized and existing under the laws of the State of Indiana (the “Company”), and U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (in such capacity, the “Trustee”), under the Base Indenture (as hereinafter defined).

RECITALS

WHEREAS,

the Company and the Trustee have heretofore executed and delivered the Indenture, dated as of September 25, 2026 (the “Base Indenture” and, as hereby supplemented and amended, the “Indenture”), providing

for the establishment from time to time of one or more series (each, a “Series”) of securities evidencing indebtedness of the Company (hereinafter called the “Securities”), and the issuance by the Company from

time to time of Securities under the Indenture;

WHEREAS, Section 10.01(c) of the Base Indenture provides

that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish a Series of Securities thereunder and the form and terms, provisions and conditions of such Series of Securities as permitted by

Section 2.01 and Section 2.03 of the Base Indenture;

WHEREAS, pursuant to

Section 2.01 of the Base Indenture, the Company desires to establish a new Series of Securities under the Indenture to be known as its “6.750%

Fixed-to-Floating Rate Subordinated Notes Due 2036” (the “2036 Notes”) and to establish and set the form and terms, provisions and conditions of

the 2036 Notes, as provided in this First Supplemental Indenture and to provide for the initial issuance of the 2036 Notes in the aggregate principal amount of $100,000,000; and

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture; and the Company confirms all

requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the 2036 Notes, when executed by the Company and authenticated and delivered by the Trustee in

accordance with this First Supplemental Indenture, the valid, binding and enforceable obligations of the Company, have been satisfied; and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Relation to Base Indenture. This First Supplemental Indenture constitutes an integral part of, and amends and

supplements, the Base Indenture as set forth herein.

Section 1.02 Definition of Terms. For all purposes of this First

Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture,

provided that if the definition of a capitalized term defined in this First Supplemental Indenture conflicts with the definition of that capitalized term in the Base Indenture, the definition of that capitalized term in this First Supplemental

Indenture shall control for purposes of this First Supplemental Indenture and the 2036 Notes;

(b) a term defined anywhere in this First

Supplemental Indenture has the same meaning throughout this First Supplemental Indenture;

versa;

(d) headings are for convenience of reference only and do not affect interpretation;

(e) unless otherwise specified or unless the context requires otherwise, (i) all references in this First Supplemental Indenture to

Sections refer to the corresponding Sections of this First Supplemental Indenture and (ii) the terms “herein,” “hereof,” “hereunder” and any other word of similar import refer to this First Supplemental

Indenture; and

(f) for purposes of this First Supplemental Indenture and the 2036 Notes, the following terms have the meanings given to

them in this Section 1.02(f):

“Authenticating Agent” means any Person authorized by the Trustee pursuant to

Section 7.15 of the Base Indenture to act on behalf of the Trustee to authenticate the 2036 Notes.

“Base

Indenture” shall have the meaning set forth in the Recitals.

“Benchmark” means, initially, Three-Month Term

SOFR; provided that, if the Calculation Agent determines on or prior to the Reference Time for any Floating Rate Interest Period that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month

Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement for such Floating Rate Interest Period and any subsequent Floating Rate Interest Periods.

“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark

Replacement Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a

Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark

Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date:

(1) Compounded SOFR;

(2) the sum of: (a) the alternate rate that has been selected or recommended by the

Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(3) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(4) the sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark

for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for Dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement

Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be

determined by the Calculation Agent as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or

determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due

consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated

floating rate securities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark

Replacement, any technical, administrative, or operational changes (including, without limitation, changes to the definition of “Floating Rate Interest Period,” timing and frequency of determining rates with respect to each Floating Rate

Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent determines may be appropriate to reflect the adoption of such Benchmark Replacement in a manner

substantially consistent with market practice (or, if the Calculation Agent determines that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of

the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following

events with respect to the then-current Benchmark:

(1) in the case of clause (1) of the definition of “Benchmark Transition

Event,” the relevant Reference Time in respect of any determination;

(2) in the case of clause (2) or (3) of the

definition of “Benchmark Transition Event,” the later of the date of the public statement or publication of information referenced therein and the date on which the administrator of the Benchmark permanently or indefinitely ceases to

provide the Benchmark; or

(3) in the case of clause (4) of the definition of “Benchmark Transition Event,” the date of

the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the

Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current

Benchmark:

(1) if the Benchmark is Three-Month Term SOFR, the Company determines that the use of a forward-looking rate for a tenor of

three months based on SOFR is not administratively feasible;

(2) a public statement or publication of information by or on behalf of the

administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that

will continue to provide the Benchmark;

(3) a public statement or publication of information by the regulatory supervisor for the

administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark

or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(4) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the

Benchmark is no longer representative.

“Business Day” means any day, other than a Saturday or Sunday, that is neither

a federal holiday nor a day on which banking institutions or trust companies in the City of New York, New York, or any Place of Payment are authorized or obligated by law, regulation or executive order to close or remain closed; provided that, when

used in connection with an amount that bears interest at a rate based on SOFR or Term SOFR or any direct or indirect calculation or determination of SOFR or Term SOFR, the term “Business Day” means any such day that is also a U.S.

Government Securities Business Day.

“Calculation Agent” means the Person appointed by the Company prior to

the commencement of the Floating Rate Period (which may include the Company or any of its affiliates) to act in accordance with Section 2.05. The Company shall initially act as the Calculation Agent.

“Company” shall have the meaning set forth in the Preamble.

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or

methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance with:

(1) the rate, or

methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that:

(2) if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1)

above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for Dollar-denominated floating rate securities at

such time.

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the

spread specified herein.

“Corresponding Tenor” means (i) with respect to Term SOFR, three months, and

(ii) with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“DTC” shall have the meaning set forth in Section 2.03 hereof.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor regulatory authority

with jurisdiction over bank holding companies.

“First Supplemental Indenture” shall have the meaning set forth in the

Preamble.

“Fixed-Period Interest Payment Date” shall have the meaning set forth in

Section 2.05(a) hereof.

“Fixed Rate Period” shall have the meaning set forth in

Section 2.05(a) hereof.

“Floating Period Interest Payment Date” shall have the meaning set

forth in Section 2.05(b) hereof.

“Floating Rate Interest Period” means the period from and

including the immediately preceding Floating Period Interest Payment Date in respect of which interest has been paid or duly provided for, to, but excluding, the applicable Floating Period Interest Payment Date or Maturity Date or Redemption Date,

if applicable (except that the first Floating Rate Interest Period will commence on October 1, 2031).

“Floating Rate Period” shall have the meaning set forth in

Section 2.05(b) hereof.

“FRBNY’s Website” means the website of the Federal Reserve

Bank of New York (the “FRBNY”) at http://www.newyorkfed.org, or any successor source.

“Global Note”

shall have the meaning set forth in Section 2.04 hereof.

“Indenture” shall have the meaning

set forth in the Recitals.

“Independent Bank Regulatory Counsel” means a law firm, a member of a law firm or an

independent practitioner that is experienced in matters of federal bank holding company and banking regulatory law, including the laws, rules and guidelines of the Federal Reserve Board relating to regulatory capital, and shall include any Person

who, under the standards of professional conduct then prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion contemplated by the

definition of the term “Tier 2 Capital Event.”

“Independent Tax Counsel” means a law firm, a member of a

law firm or an independent practitioner that is experienced in matters of federal income taxation law, including the deductibility of interest payments made with respect to corporate debt instruments, and shall include any Person who, under the

standards of professional conduct then prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion contemplated by the definition of the

term “Tax Event.”

“Interest Payment Date” shall have the meaning set forth in

Section 2.05(b) hereof.

“Interpolated Benchmark” with respect to the Benchmark means the

rate determined by the Calculation Agent for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor, and

(2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor.

“ISDA Definitions” means the 2021 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any

successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment”

means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the

Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives

transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Maturity Date” shall have the meaning set forth in Section 2.02 hereof.

“Optional Redemption” shall have the meaning set forth in Section 3.01 hereof.

“Paying Agent” means any Person authorized by the Company, including the Company, to pay the principal of, or any premium

or interest on, the 2036 Notes on behalf of the Company.

“Redemption Date” means each date, if any, on which 2036

Notes are redeemed pursuant to the redemption provisions of Section 3.01 or Section 3.02 hereof.

“Reference Time” with respect to any determination of the Benchmark means (i) if the Benchmark is Three-Month Term

SOFR, the date that is two (2) U.S. Government Securities Business Days prior to the start of the relevant Floating Rate Interest Period, or such other time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR

Conventions, and (ii) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or

convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.

“Securities” shall have the meaning

set forth in the Recitals.

“Senior Indebtedness” means the principal of, and premium, if any, and interest, including

interest accruing after the commencement of any bankruptcy proceeding relating to the Company, on, or substantially similar payments the Company makes in respect of the following categories of debt, whether that debt was outstanding on the date of

execution of this First Supplemental Indenture or thereafter incurred, created or assumed: (1) all indebtedness of the Company for borrowed money, whether or not evidenced by notes, debentures, bonds, securities or other similar instruments

issued under the provisions of any indenture, fiscal agency agreement, debenture or note purchase agreement or other agreement, including any senior debt securities that may be offered; (2) indebtedness of the Company for money borrowed or

represented by purchase money obligations, as defined below; (3) the Company’s obligations as lessee under leases of property whether made as part of a sale and leaseback transaction to which it is a party or otherwise;

(4) reimbursement and other obligations relating to letters of credit, bankers’ acceptances and similar obligations and direct credit substitutes; (5) all obligations of the Company in respect of interest rate swap, cap or other

agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar arrangements; (6) all of the Company’s obligations issued or assumed as the

deferred purchase price of property or services, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business; (7) any other obligation of the Company to its general creditors; (8) all obligations

of the type referred to in clauses (1) through (7) of other persons for the payment of which the Company is liable contingently or otherwise to

pay or advance money as obligor, guarantor, endorser or otherwise; (9) all obligations of the types referred to in clauses (1) through (8) of other persons secured by a lien on any

property or asset of the Company; and (10) deferrals, renewals or extensions of any of the indebtedness or obligations described above. However, clauses (1) through (10) above exclude: (x) any indebtedness, obligation or liability

that is subordinated to indebtedness, obligations or liabilities of the Company to substantially the same extent as or to a greater extent than the 2036 Notes are subordinated; (y) the 2036 and, unless expressly provided in the terms thereof,

any indebtedness of the Company to its Subsidiaries; and (z) any junior subordinated debt securities, trust preferred securities guarantees and all other debt securities and guarantees in respect of those debt securities, issued to any trust,

or a trustee of such trust, partnership or other entity affiliated with us which is our financing vehicle in connection with the issuance by such financing vehicle of trust preferred securities or other securities guaranteed by us pursuant to an

instrument that ranks on an equal basis with, or junior to, the trust preferred securities guarantees.

As used above, the term

“purchase money obligations” means indebtedness, obligations evidenced by a note, debenture, bond or other instrument, whether or not secured by a lien or other security interest, issued to evidence the obligation to pay or a guarantee

of the payment of, and any deferred obligation for the payment of, the purchase price of property but excluding indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed as all or a part of the

consideration for the acquisition of property or services, whether by purchase, merger, consolidation or otherwise, but does not include any trade accounts payable as set forth in clause (6) above.

Notwithstanding the foregoing, if the Federal Reserve Board (or other competent regulatory agency or authority) promulgates any rule or issues

any interpretation that defines general creditor(s), the main purpose of which is to establish criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital, then the term “general

creditors” as used in this definition of “Senior Indebtedness” in this First Supplemental Indenture will have the meaning as described in that rule or interpretation.

“SOFR” means the secured overnight financing rate published by the FRBNY, as the administrator of SOFR (or any successor

administrator), on the FRBNY’s Website.

“Tax Event” shall mean the receipt by the Company of an opinion of

Independent Tax Counsel to the effect that:

(1) an amendment to or change (including any announced prospective amendment or change) in any

law, treaty, statute or code, or any regulation thereunder, of the United States or any of its political subdivisions or taxing authorities;

(2) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or

announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “administrative or judicial action”);

(3) an amendment to or change in any official position with respect to, or any

interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation; or

(4) a threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions or a

similar audit of any of its Subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the 2036 Notes, in each

case, occurring or becoming publicly known on or after the date of original issuance of the 2036 Notes, has resulted in more than an insubstantial increase in the risk that the interest paid by the Company on the 2036 Notes is not, or within

90 days of receipt of such opinion of tax counsel, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes.

“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR as published by the

Term SOFR Administrator.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a

successor administrator of Three-Month Term SOFR selected by the Calculation Agent in its reasonable discretion).

“Three-Month

Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Floating Rate Interest Period, as determined by the Calculation Agent after giving effect to

the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage

point, with 0.000005% rounded up to 0.00001%.

“Three-Month Term SOFR Conventions” means any determination, decision,

or election with respect to any technical, administrative, or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “Floating Rate Interest

Period,” timing and frequency of determining Three-Month Term SOFR with respect to each Floating Rate Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent

determines may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent determines that adoption of any portion of such market practice is not

administratively feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).

“Tier 2 Capital Event” shall mean the receipt by the Company of an opinion of Independent Bank Regulatory Counsel to the

effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority

for the Company or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date

of original issuance of the 2036 Notes, the 2036 Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then equivalent if the Company were subject to such capital requirement) for purposes

of capital adequacy guidelines of the Federal Reserve Board (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company.

“Trustee” shall have the meaning set forth in the Preamble.

“2036 Notes” shall have the meaning set forth in the Recitals.

“U.S. Dollars” means such currency of the United States as at the time of payment shall be legal tender for the payment of

public and private debts.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday,

(b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government

securities.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement

Adjustment.

ARTICLE 2

ESTABLISHMENT OF THE 2036 SERIES

AND GENERAL TERMS AND CONDITIONS OF THE 2036 NOTES

Section 2.01 Establishment of the Series of the 2036 Notes and Designation.

(a) There is hereby authorized and established a Series of Securities designated as the “6.750% Fixed-to-Floating Rate Subordinated Notes Due 2036,” which Series of Securities is unsecured, subordinated to the Senior Indebtedness of the Company as provided herein and unlimited in the aggregate

principal amount that may be issued. The 2036 Notes initially issued pursuant to the terms of the Indenture shall be in an aggregate principal amount of $100,000,000 which amount shall be set forth in a Company Order pursuant to Article 2 of

the Base Indenture, and the Trustee shall thereupon authenticate and deliver said 2036 Notes in accordance with such Company Order and the Indenture, including Section 2.06 of the Base Indenture. The Securities that are a part of such Series of

Securities shall be in the form and have the terms, provisions and conditions as set forth in the Base Indenture, this First Supplemental Indenture and the 2036 Notes in the form attached hereto as Exhibit A.

(b) The Company may, from time to time, without notice to, or the consent of, the holders of the 2036 Notes, issue additional Securities

ranking equally with the 2036 Notes and identical to the 2036 Notes issued on the date hereof in all respects (except for the issue date, the offering price, the initial interest accrual date and the first interest payment date) in order that such

additional Securities may be consolidated and form a single series with the 2036 Notes and have the same terms as to status, redemption or otherwise as the 2036 Notes. However, any additional Securities of the series of which the 2036 Notes are a

part that are issued and are not fungible with the outstanding 2036 Notes of such series for United States federal income tax purposes will be issued under one or more separate CUSIP numbers and ISIN numbers. No limit exists on the aggregate

principal amount of the additional Securities of this series that the Company may issue in the future.

Section 2.02 Maturity. The date upon which the 2036 Notes shall become due and

payable at final maturity, together with any accrued and unpaid interest then owing, is October 1, 2036 (the “Maturity Date”).

Section 2.03 Form, Payment and Appointment. Except as provided in Section 2.07(d) of the Base Indenture, the 2036 Notes will

be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust Company (and any successor organization thereto) (“DTC”) or its

nominee. Principal or the redemption price, if any, of a 2036 Note shall be payable to the Person in whose name that 2036 Note is registered on the Maturity Date or Redemption Date, as the case may be, provided that the redemption price, if any,

principal of and interest on the 2036 Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case

may be, as the registered holder of such Global Notes. The principal of any certificated 2036 Notes will be payable at the Place of Payment set forth below.

The 2036 Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A, which

is incorporated herein and made a part hereof.

The Security Registrar, Authenticating Agent, and Paying Agent for the 2036 Notes shall

initially be the Trustee. The Company will appoint a Person to act as the Calculation Agent as provided under the definition of Calculation Agent and Section 2.05.

The Place of Payment for the 2036 Notes shall be an office or agency of the Company maintained for such purpose, which shall initially be the

Corporate Trust Office of the Trustee.

The 2036 Notes will be issued and may be transferred only in minimum denominations of $1,000 and

integral multiples of $1,000 in excess thereof. The Company will pay principal of and interest on the 2036 Notes in U.S. Dollars.

Section 2.04 Global Note. The 2036 Notes shall be issued initially in the form of one or more fully registered global notes (each

such global note, a “Global Note”) registered in the name of DTC or its nominee and deposited with DTC or its designated custodian or such other Depositary as any Authorized Officer of the Company may from time to time designate.

Unless and until a Global Note is exchanged for definitive certificated 2036 Notes, such Global Note may be transferred, in whole but not in part, and any payments on the 2036 Notes shall be made, only to DTC or a nominee of DTC, or to a successor

Depositary selected or approved by the Company or to a nominee of such successor Depositary as provided in the Indenture.

Section 2.05 Interest.

(a) From and including September 25, 2026 to, but excluding, October 1, 2031 (unless redeemed prior to such date pursuant to

Section 3.02 hereof) (the “Fixed Rate Period”), the 2036 Notes will bear interest at a rate of 6.750% per year. During the Fixed Rate Period, interest on the 2036 Notes will accrue from and including

September 25, 2026 and will be payable semiannually

in arrears on April 1 and October 1 of each year during the Fixed Rate Period, commencing on April 1, 2027 (each such date, a “Fixed Period Interest Payment

Date”). The interest payable on the 2036 Notes on any Fixed Period Interest Payment Date will, except as noted below, be paid to the holder at the close of business on the 15th calendar day (whether or not a Business Day) immediately

preceding the Fixed Period Interest Payment Date.

(b) From and including October 1, 2031 to, but excluding, the Maturity Date (unless

redeemed prior to such date pursuant to Section 3.01 or Section 3.02 hereof) (the “Floating Rate Period”), the 2036 Notes will bear interest at a floating rate per year equal to

the Benchmark, plus 202 basis points. During the Floating Rate Period, interest on the 2036 Notes will accrue from and including October 1, 2031 and will be payable quarterly in arrears on January 1, April 1, July 1 and

October 1 of each year, commencing on January 1, 2032 (each such date, a “Floating Period Interest Payment Date” and, together with a Fixed Period Interest Payment Date, an “Interest Payment Date”).

The interest payable on the 2036 Notes on any Floating Period Interest Payment Date will, except as noted in the immediately succeeding sentence, be paid to the holder at the close of business on the 15th calendar day (whether or not a Business Day)

immediately preceding the Floating Period Interest Payment Date. However, interest that the Company pays on the Maturity Date will be paid to the Person to whom the principal will be payable.

(c) Notwithstanding the foregoing, if the Benchmark is less than zero, then the Benchmark shall be deemed to be zero. The Calculation Agent

will provide the Company and the Trustee with written notice of the interest rate in effect on the 2036 Notes promptly after the Reference Time (or such other date of determination for the applicable Benchmark) for each Floating Rate Interest

Period.

(d) During the Fixed Rate Period, interest will be computed on the basis of a 360-day year

consisting of twelve 30-day months. During the Floating Rate Period, interest will be computed on the basis of a 360-day year and the actual number of days elapsed.

U.S. Dollar amounts resulting from those calculations will be rounded to the nearest cent, with one-half cent being rounded upward.

(e) The Company or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment Date and the

Trustee shall have no duty to confirm or verify any such calculation (or any component thereof). If any Fixed Period Interest Payment Date for the 2036 Notes or the date for the payment of principal for the 2036 Notes occurring during the Fixed Rate

Period falls on a day that is not a Business Day, the Company will postpone the interest or principal payment to the next succeeding Business Day, but the payments made on such dates will be treated as being made on the date that the payment was

first due and the holders of the 2036 Notes will not be entitled to any further interest, principal or other payments with respect to such postponements. If any Floating Period Interest Payment Date or the Maturity Date falls on a day that is not a

Business Day, the Company will postpone the interest payment or the payment of principal and interest at the Maturity Date to the next succeeding Business Day (and, with respect to the Maturity Date, no additional interest will accrue on the amount

payable for the period from and after the Maturity Date) unless, with respect to a Floating Period Interest Payment Date only, such day falls in the next calendar month, in which case the Floating Period Interest Payment Date will instead be the

immediately preceding day that is a Business Day, and interest will accrue to, but excluding, such Floating Period Interest Payment Date as so adjusted.

(f) The Company shall appoint a Calculation Agent prior to the commencement of the Floating

Rate Period, which may be the Company or any of its affiliates. The Company will act as the initial Calculation Agent. The calculation of the interest rate for any Floating Rate Interest Period by the Calculation Agent will (in the absence of

manifest error) be conclusive and binding upon the beneficial owners and holders of the 2036 Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee. The Calculation Agent’s determination of any interest rate, and

its calculation of interest payments, for any Floating Rate Interest Period, will be maintained on file at the Calculation Agent’s principal offices, and will be made available to any holder of the 2036 Notes upon request. The Calculation

Agent shall have all the rights, protections and indemnities afforded to the Trustee under the Indenture. The Company may remove the Calculation Agent at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is

removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Trustee shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor or

replacement in the event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the Calculation

Agent’s duties and obligations under the Indenture. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, then the Company shall be the Calculation Agent. By its acquisition of the 2036 Notes, each

holder (including, for the avoidance of doubt, each beneficial owner) acknowledges, accepts, consents to and agrees to be bound by the Company’s and the Calculation Agent’s determination of the interest rate for each Floating Rate

Interest Period, including the Company’s and its determination of any Benchmark Replacement Conforming Changes, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, and Benchmark Transition Event, including as

may occur without any prior notice from the Company or the Calculation Agent and without the need for the Company or it to obtain any further consent from any holder of the 2036 Notes.

(g) Effect of Benchmark Transition Event.

(1) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior

to the Reference Time in respect of any Floating Rate Interest Period during the Floating Rate Period, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the 2036 Notes during such Floating Rate

Interest Period and all remaining Floating Rate Interest Periods. In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.

(2) Notwithstanding anything set forth in Section 2.05(b) above, if the Calculation Agent determines on or prior to

the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.05(f) will

thereafter apply to all determinations of the Benchmark used to calculate the interest rate on the 2036 Notes for each Floating Rate Interest Period.

(3) The Calculation Agent is expressly authorized to make certain determinations, decisions,

and elections under the terms of the 2036 Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under this Section 2.05(f). Any determination, decision, or

election that may be made by the Company or by the Calculation Agent under the terms of the 2036 Notes, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or

non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection (A) will be conclusive and binding on the holders of the 2036 Notes, the

Company (if the Company is not also the Calculation Agent) and the Trustee absent manifest error, (B) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion, (C) if made by a Calculation Agent

other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision, or election to which the Company reasonably objects and (D) notwithstanding anything to the

contrary in the Indenture, shall become effective without consent from the holders of the 2036 Notes or the Trustee or any other party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under

the terms of the 2036 Notes, then the Company will make such determination, decision, or election on the same basis as described above.

(4) The Company (or the Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event

or the Benchmark Replacement Date, and (ii) of any Benchmark Replacement, Benchmark Replacement Adjustment or any Benchmark Replacement Conforming Changes after a Benchmark Transition Event.

(5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month

Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark

Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such

case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability for

any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or the Calculation Agent’s

failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or

Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or

liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the

Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice, Officer’s Certificate or other instruction or information provided by the Calculation Agent without independent

verification, investigation or inquiry of any kind.

(6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have

the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and interest payments during the Floating Rate Period are inconsistent with any of the Three-Month

Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date

have occurred with respect to the Three-Month Term SOFR at any time when any of the 2036 Notes are outstanding, then the foregoing provisions concerning the calculation of the interest rate and interest payments during the Floating Rate Period will

be modified in accordance with this Section 2.05(f).

Section 2.06 Subordination.

(a) The Company, for itself, its successors and assigns, covenants and agrees, and each holder of 2036 Notes by the holder’s acceptance

thereof, likewise covenants and agrees, that the payment of the principal of and interest on each and all of the 2036 Notes is and will be expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness, subject to

clause (j) of this Section 2.06, to the extent and in the manner described in this Section 2.06 and Section 16.01 of the Base Indenture.

(b) In the event of the insolvency, bankruptcy, receivership, liquidation or other marshalling of the assets and liabilities of the Company

(subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred upon the Senior Indebtedness and the holders thereof with respect to the 2036 Notes and the holders thereof by a lawful plan

of reorganization under applicable bankruptcy law):

(i) the holders of all Senior Indebtedness shall first be entitled to receive payment

in full in accordance with the terms of such Senior Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or

reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the holders of the 2036 Notes are entitled to receive any payment upon the principal of or interest on indebtedness evidenced

by the 2036 Notes;

(ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or

securities, to which the holders of the 2036 Notes would be entitled except for the provisions of Section 16.01 of the Base Indenture and this Section 2.06, including any such payment or distribution that may be

payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the 2036 Notes, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution,

whether a bankruptcy trustee, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments

evidencing any of such Senior Indebtedness may have been issued, in accordance with the priorities then existing among holders of Senior Indebtedness for payment of the aggregate amounts remaining unpaid on account of the principal, premium, if any,

and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) on the Senior

Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any other concurrent payment or distribution to the holders of such Senior

Indebtedness; it being understood that if the holders of the 2036 Notes shall fail to file a proper claim in the form required by any proceeding referred to in this

subparagraph (ii) prior to 30 days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim or claims for and on behalf

of the holders of the 2036 Notes, in the form required in any such proceeding; and

(iii) in the event that, notwithstanding the foregoing,

any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness

of the Company being subordinate to the payment of the 2036 Notes shall be received by the Trustee or holders of the 2036 Notes before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the trustee in

bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment of assets of the Company for all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving

effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

Subject to the payment in full of all Senior

Indebtedness, the holders of the 2036 Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the

principal of and interest on the 2036 Notes shall be paid in full and no such payments or distributions to holders of such Senior Indebtedness to which the holders of the 2036 Notes would be entitled except for the provisions of Section 16.01

of the Base Indenture and this Section 2.06, of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Company, its creditors, other than the holders of Senior

Indebtedness, and the holders of the 2036 Notes, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Section 2.06 are intended solely for the

purpose of defining the relative rights of the holders of the 2036 Notes, on the one hand, and the holders of Senior Indebtedness, on the other hand. Upon any payment or distribution of assets of the Company referred to in this

Section 2.06, the Trustee and the holders of the 2036 Notes shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such proceeding for the insolvency, bankruptcy, receivership,

liquidation or other marshalling of the assets and liabilities of the Company is pending or upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the holders of the 2036 Notes for the

purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount hereof or payable thereon, the amount or amounts paid or distributed thereon

and all other facts pertinent thereto or to this Section 2.06. In the absence of any such liquidating trustee, agent or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing

itself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). With respect to the holders of Senior

Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Section 2.06, and no implied covenants or obligations with respect to the

holders of Senior Indebtedness shall be read into this Section 2.06 against the Trustee. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness by reason of the execution

of the Base Indenture, this First Supplemental Indenture, or any other supplemental indenture entered into pursuant to Section 2.01 or Article 10 of the Base Indenture, and shall not be liable to any such holders if it shall mistakenly pay

over or distribute to or on behalf of holders of the 2036 Notes or the Company moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Section 2.06.

or premium, if any, or interest on, any Senior Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness shall have occurred and be continuing, or would occur as a result of the payment

referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default shall have been cured or waived

or shall have ceased to exist, no payment or principal of or interest on the 2036 Notes, shall be made by the Company.

(d) Nothing

contained in the Base Indenture, this First Supplemental Indenture, any other supplemental indenture entered into pursuant to Section 2.01 or Article 10 of the Base Indenture, or in any of the 2036 Notes shall: (i) impair, as between

the Company, its creditors, other than the holders of Senior Indebtedness, and holders of the 2036 Notes, the obligations of the Company, which are unconditional and absolute, to make, or prevent the Company from making, at any time except as

provided in clauses (b), (c), or (j) of this Section 2.06, payments of principal of, or interest (including interest accruing subsequent to the commencement of any proceeding for

the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on, the 2036 Notes, as and when the same shall become due and payable in accordance with the terms of the 2036

Notes; (ii) affect the relative rights of the Holders of the 2036 Notes and creditors of the Company other than the holders of the Senior Indebtedness; (iii) except as otherwise expressly provided in the Base Indenture, this First

Supplemental Indenture and the 2036 Notes with respect to the limitation on the rights of the Trustee and the holders of 2036 Notes, to accelerate the maturity of the 2036 Notes and pursue remedies upon such an acceleration, prevent the holder of

any 2036 Notes or the Trustee from exercising all remedies otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under this Section 2.06 of the holders of Senior Indebtedness in

respect of cash, property or securities of the Company received upon the exercise of such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the payment of or on account of

the principal of, or interest on, the 2036 Notes or prevent the receipt by the Trustee or any Paying Agent of such moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such Paying Agent did not have written notice of any

event prohibiting the making of such deposit by the Company.

(e) Each holder by his acceptance of any 2036 Notes authorizes and expressly

directs the Trustee on such holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in the Indenture, and appoints the Trustee such holder’s attorney-in-fact for such purposes, including, in the event of any termination, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or

similar proceedings or upon an assignment for the benefit of creditors by the Company, a marshalling of the assets and liabilities of the Company) tending toward the liquidation of the property and assets of the Company, the filing of a claim for

the unpaid balance of the 2036 Notes in the form required in those proceedings.

The Company shall give prompt written notice to the Trustee of any fact known to the Company

that would prohibit the Company from making any payment to or by the Trustee in respect of the 2036 Notes pursuant to the provisions of this Section 2.06 or Article 16 of the Base Indenture. The Trustee shall not be

charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until a Responsible Officer of

the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or a trustee or agent thereof; and prior to the receipt of any such written

notice, the Trustee shall, subject to Article 7 of the Base Indenture, be entitled to assume that no such facts exist; provided that, if the Trustee shall not have received the notice provided for in this Section 2.06

at least two Business Days prior to the date upon which, by the terms of the Indenture, any monies shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any 2036 Note), then,

notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any monies from the Company and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the

contrary that may be received by it on or after such prior date except for an acceleration of the 2036 Notes prior to such application. The foregoing shall not apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the

delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or agent of, such holder) to establish that such notice has been given by a holder of such Senior

Indebtedness or a trustee or agent on behalf of any such holder. In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any

payment or distribution pursuant to this Section 2.06 or Article 16 of the Base Indenture, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of

Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 2.06 or

Article 16 of the Base Indenture and, if such evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person pending such evidence being furnished to the Trustee or a judicial determination that such Person has the

right to receive such payment.

(f) Notwithstanding the provisions of this Section 2.06 or any other provisions of the Indenture,

neither the Trustee nor any Paying Agent shall be charged with knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment or moneys to or by the Trustee or such Paying Agent, unless and until

a Responsible Officer of the Trustee or such Paying Agent shall have received written notice thereof from the Company or from the holder of any Senior Indebtedness or from the representative of any such holder.

(g) The Trustee shall be entitled to all of the rights set forth in this Section 2.06 in respect of any Senior

Indebtedness at any time held by it in its individual capacity to the extent set forth in Section 7.04 of the Base Indenture.

(h) The

failure to make a payment pursuant to the 2036 Notes by reason of any provision in this Section 2.06 shall not be construed as preventing the occurrence of a default or any Event of Default.

(i) Nothing contained in this Section 2.06 shall apply to the

claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the Base Indenture.

(j) The definition of “Senior

Indebtedness” in the Base Indenture does not apply to the 2036 Notes and instead the definition of “Senior Indebtedness” set forth herein shall apply to the 2036 Notes. The subordination provisions in this

Section 2.06 or Article 16 of the Base Indenture do not apply to amounts due to the Trustee pursuant to other sections of the Indenture, including Section 7.06 of the Base Indenture.

Section 2.07 Events of Default; Acceleration. All of the Events of Default set forth in clauses (a), (b), (c), (d) and

(e) of Section 6.01 of the Base Indenture will apply with respect to the 2036 Notes. Notwithstanding the foregoing, because the Company will treat the 2036 Notes as Tier 2 capital (or its then equivalent if the Company were subject to such

capital requirement) for purposes of capital adequacy guidelines of the Federal Reserve Board as then in effect and applicable to the Company, upon the occurrence of an Event of Default, neither the Trustee nor the holders of the 2036 Notes may

accelerate the maturity of the 2036 Notes and make the principal of, and any accrued and unpaid interest on, the 2036 Notes, immediately due and payable; provided, however, upon the occurrence of an Event of Default set forth in clause (d) or

(e) of Section 6.01 of the Base Indenture, the principal amount and accrued and unpaid interest on the 2036 Notes will become immediately due and payable, without the need for any action on the part of the holders of the 2036 Notes or the

Trustee.

Section 2.08 Sinking Fund. The 2036 Notes are not entitled to the benefit of any sinking fund.

Section 2.09 No Conversion or Exchange Rights. The 2036 Notes shall not be convertible into or exchangeable for any equity

securities, other securities or other assets of the Company or any Subsidiary of the Company.

Section 2.10 Defeasance and

Covenant Defeasance. Article 14 of the Base Indenture shall apply to the 2036 Notes.

Section 2.11 Additional

Amounts. Additional Amounts are not payable by the Company with respect to the 2036 Notes.

ARTICLE 3

REDEMPTION OF THE 2036 NOTES

Section 3.01 Optional Redemption. The 2036 Notes shall not be redeemable prior to October 1, 2031, except as provided in

Section 3.02. The Company may redeem the 2036 Notes, at its sole option, beginning with the Interest Payment Date of October 1, 2031 and on any Interest Payment Date thereafter, in whole or in part, at a redemption price equal to 100% of

the principal amount of the 2036 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date, and any such redemption may be subject to the satisfaction of one or more conditions precedent set forth in the

applicable notice of redemption (an “Optional Redemption”). No such Optional Redemption of the 2036 Notes by the Company prior to the Maturity Date shall be made without the prior approval of the Federal Reserve Board, to the

extent that such approval is then required under the rules of the Federal Reserve Board. The 2036 Notes are not subject to repayment at the option of the holders of 2036 Notes.

Section 3.02 Redemption of Special Events. Other than in the case of an Optional

Redemption, the 2036 Notes may not be redeemed by the Company prior to the Maturity Date, except the Company may, at its sole option, redeem the 2036 Notes at any time before the Maturity Date in whole, but not in part, upon or after the occurrence

of a Tax Event, a Tier 2 Capital Event or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.). Any such redemption of

the 2036 Notes will be at a redemption price equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date, and any such redemption may be subject to the satisfaction

of one or more conditions precedent set forth in the applicable notice of redemption. Notwithstanding the foregoing, installments of interest on any 2036 Notes that are due and payable on Interest Payment Dates falling on or prior to the applicable

Redemption Date will be payable on such Interest Payment Dates to the holders of the 2036 Notes at the close of business on the relevant record dates specified in Sections 2.05(a) and (b) above in accordance with the 2036 Notes and this

Indenture. No such redemption of the 2036 Notes by the Company prior to the Maturity Date shall be made without the prior approval of the Federal Reserve Board, to the extent that such approval is then required under the rules of the Federal Reserve

Board.

Section 3.03 Notice to Trustee. If the Company elects to redeem the 2036 Notes pursuant to the redemption provisions

of Section 3.01 or Section 3.02 of this First Supplemental Indenture, at least three Business Days prior to the date the notice of redemption is deliverable to the holders (unless a shorter notice

shall be agreed to in writing by the Trustee), the Company shall furnish to the Trustee an Officer’s Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the

Redemption Date, (iii) the principal amount of 2036 Notes to be redeemed, (iv) the redemption price and (v) a Board Resolution authorizing the redemption.

Section 3.04 Partial Redemption. In the case of a redemption pursuant to Section 3.01, if less than all

of the 2036 Notes are to be redeemed, the 2036 Notes to be redeemed will be selected in accordance with the applicable procedures of DTC (or, in the case of any certificated 2036 Notes, by lot, on a pro rata basis or in such other manner the Trustee

deems fair and appropriate unless otherwise required by law). The Trustee shall promptly notify in writing the Company of the 2036 Notes selected for redemption and, in the case of any 2036 Notes selected for partial redemption, the principal amount

thereof to be redeemed. 2036 Notes and portions of 2036 Notes selected shall be in minimum amounts of $1,000 and integral multiples of $1,000 in excess thereof; no 2036 Notes of a principal amount of $1,000 or less shall be redeemed in part, except

that if all of the 2036 Notes of a holder are to be redeemed, the entire outstanding amount of 2036 Notes held by such holder, even if not equal to $1,000 and an integral multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in

the preceding sentence, provisions of this Indenture that apply to 2036 Notes called for redemption also apply to portions of 2036 Notes called for redemption.

Section 3.05 Notice to Holders. In the case of any redemption, at least

10 calendar days but no more than 60 calendar days before the Redemption Date, the Company shall send in accordance with the applicable procedures of the Depositary, or if the 2036 Notes are not then global Securities the Company shall

mail, or cause to be mailed, a notice of redemption by first-class mail to each holder of 2036 Notes to be redeemed at such holder’s registered address appearing on the register (with a copy to the Trustee). The notice shall identify the 2036

Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, if any) and shall state:

(a) the Redemption Date;

(b) the principal amount of the 2036 Notes that are being redeemed;

(d)

the redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.02 of the Base Indenture;

(e)

if fewer than all outstanding 2036 Notes are to be redeemed, the portion of the principal amount of such 2036 Notes to be redeemed and that, after the Redemption Date and upon surrender of such 2036 Notes, if applicable, a new 2036 Note or 2036

Notes in principal amount equal to the unredeemed portion will be issued;

(f) the name and address of the Paying Agent;

(g) that 2036 Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(h) that unless the Company defaults in making the redemption payment, interest on 2036 Notes called for redemption ceases to accrue on and

after the Redemption Date;

(i) if such notice is conditioned upon the satisfaction of one or more conditions precedent, such conditions

precedent;

(j) the applicable section of this Indenture pursuant to which the 2036 Notes called for redemption are being redeemed; and

(k) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or

printed on the 2036 Notes.

The Company may state in the notice of redemption that another Person may make payment of the redemption price

and perform its obligations with respect to redemption or purchase.

At the Company’s request, the Trustee shall give the notice of

redemption in the Company’s name and at its expense; provided that the Company shall have delivered to the Trustee, at least three Business Days prior to the requested date of delivery (or such shorter period as is satisfactory to the

Trustee), a Company Request requesting that the Trustee give such notice and attaching a copy of such notice, which shall set forth the information to be stated in such notice as provided in this Article 3. If any condition

precedent to a redemption has not been satisfied, the Company will provide written notice to the Trustee not less than two Business Days prior to the Redemption Date that such condition precedent has not been satisfied, that the notice of

redemption is rescinded or delayed and that the redemption subject to the satisfaction of such condition precedent shall not occur or shall be delayed (or that such condition precedent is waived

and such redemption shall occur or shall be delayed). The Trustee shall promptly send a copy of such notice to the holders of the 2036 Notes.

Section 3.06 Company Purchase of 2036 Notes. Subject to any required federal or state regulatory approvals, the Company may

purchase or otherwise acquire the 2036 Notes, whether by open market purchases, negotiated transactions, private transactions or otherwise, at any time or from time to time. A 2036 Note will not cease to be Outstanding because the Company or an

affiliate of the Company holds the 2036 Note, and if the Company purchases or otherwise acquires any 2036 Notes, it may, in its discretion, hold, resell or cancel any of such 2036 Notes.

ARTICLE 4

FORM OF

2036 NOTES

Section 4.01 Form of 2036 Notes. The 2036 Notes and the Trustee’s certificate of authentication thereon

are to be substantially in the form attached as Exhibit A hereto, with such changes therein as the officer of the Company executing the 2036 Notes (by manual, electronic or facsimile signature) may approve, such approval to

be conclusively evidenced by such officer’s execution thereof. To the extent the terms and conditions of the 2036 Notes are not set forth herein, such terms and conditions of the 2036 Notes shall be as set forth in the form attached as

Exhibit A hereto.

ARTICLE 5

SUPPLEMENTAL INDENTURES

Section 5.01 Supplemental Indentures without Consent of Holders. Solely with respect to the 2036 Notes, and not for the

purposes of any other series of Securities, Section 10.01 of the Base Indenture shall be amended to (i) delete the word “and” at the end of clause (o) thereof, (ii) replace the period at the end of clause (p) thereof

with “; and” and (iii) add a new clause (q) immediately after clause (p), which shall read as follows:

“(q) to

implement in accordance with the terms of this Indenture and any supplemental indenture any Three-Month Term SOFR Conventions or any Benchmark Transition Event provisions after a Benchmark Transition Event and its related Benchmark Replacement Date

have occurred (or in anticipation thereof).”

ARTICLE 6

MISCELLANEOUS

Section 6.01 Ratification of Base Indenture. Solely with respect to the 2036 Notes, the Base Indenture, as supplemented and

amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 6.02 Trustee Not Responsible for Recitals. The recitals contained herein and in the 2036 Notes, except the Trustee’s

certificates of authentication, shall be taken as statements of the Company and not those of the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency

of any offering materials, this First Supplemental Indenture or of the 2036 Notes. The Trustee shall not be accountable for the use or application by the Company of the 2036 Notes or of the proceeds thereof.

Section 6.03 Governing Law, Waiver of Jury Trial. THIS FIRST SUPPLEMENTAL

INDENTURE AND EACH 2036 NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO

APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY (OTHER THAN SECTIONS 5-1401 AND

5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 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 THE BASE INDENTURE, THIS FIRST SUPPLEMENTAL INDENTURE, THE 2036 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

The parties hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or

do not have jurisdiction over any party, in each, case, in any legal proceeding arising out of or related to the Base Indenture, this First Supplemental Indenture, the 2036 Notes or the transactions contemplated hereby or thereby.

Section 6.04 Severability. In case any provision in this First Supplemental Indenture or in the 2036 Notes shall be

invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired by such invalid, illegal or unenforceable provision.

Section 6.05 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be

an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “.pdf” or

“.tif”) transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the

parties hereto transmitted by facsimile or electronic format (i.e., “.pdf” or “.tif”) will be deemed to be their original signatures for all purposes. Unless otherwise provided in the Indenture, the words

“execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with the Indenture, any Securities or any of the transactions

contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or

enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in under 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 similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the

Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

Section 6.06 Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture or in the 2036 Notes, express

or implied, shall give to any Person, other than the parties to this First Supplemental Indenture and their successors under this First Supplemental Indenture and the holders of the 2036 Notes from time to time, any benefit or any legal or equitable

right, remedy or claim under this First Supplemental Indenture.

Section 6.07 Conflict with Base Indenture. If any provision

of this First Supplemental Indenture relating to the 2036 Notes is inconsistent with any provision of the Base Indenture, such provision of this First Supplemental Indenture shall control.

Section 6.08 Provisions of Trust Indenture Act Controlling. This First Supplemental Indenture is subject to the provisions of the

Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of this First Supplemental Indenture limits, qualifies, or conflicts with a provision of the

Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this First Supplemental Indenture, the provision of the Trust Indenture Act shall control.

Section 6.09 Successors. All agreements of the Company in the Base Indenture, this First Supplemental Indenture and the 2036 Notes

shall bind its successors. All agreements of the Trustee in the Base Indenture and this First Supplemental Indenture shall bind its successors.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be

duly executed as of the day and year first written above.

FIRST MERCHANTS CORPORATION

By:

/s/ Michele M. Kawiecki

Name:

Michele M. Kawiecki

Title:

Executive Vice President and Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Ivy Wegener

Name:

Ivy Wegener

Title:

Vice President

[Signature Page to First Supplemental Indenture]

EXHIBIT A

[NOTE: THE FOLLOWING LEGEND IS TO BE PLACED AT THE BEGINNING OF ANY GLOBAL NOTE REPRESENTING 2036 NOTES.]

GLOBAL NOTE

THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED HEREIN) OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED

IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY

SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE

COMPANY (AS DEFINED HEREIN) 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.

THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY EVIDENCED HEREBY

(1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED BY ANY FEDERAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS

DEFINED IN THE FIRST SUPPLEMENTAL INDENTURE IDENTIFIED HEREIN).

FIRST MERCHANTS CORPORATION

6.750% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2036

No. 1

CUSIP: 320817AD1

$100,000,000

ISIN: US320817AD18

First Merchants Corporation, an Indiana corporation (the “Company”), which term includes any successor

corporation under the Indenture hereinafter referred to, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $100,000,000 U.S. DOLLARS (or such other amount as set forth in the Schedule

of Increases or Decreases in the Global Note attached hereto) on October 1, 2036 (such date, the “Maturity Date”), unless redeemed prior to such Maturity Date, and to pay interest thereon as set forth below:

A-1

From and including September 25, 2026, to, but excluding, October 1, 2031 (unless redeemed prior

to such date pursuant to Section 3.02 of the First Supplemental Indenture (as defined herein)) (the “Fixed Rate Period”), this note (this “Note”) will bear interest at a rate of 6.750%

per year. During the Fixed Rate Period, interest on this Note will accrue from and including October 1, 2031, and will be payable semiannually in arrears on April 1 and October 1 of each year during the Fixed Rate Period, commencing

on April 1, 2027 (each such date, a “Fixed Period Interest Payment Date”). The interest payable on this Note on any Fixed Period Interest Payment Date will, except as noted below, be paid to the holder of this Note at the

close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the Fixed Period Interest Payment Date.

From and

including October 1, 2031, to, but excluding, the Maturity Date (unless redeemed prior to such date pursuant to Section 3.01 or Section 3.02 of the First Supplemental Indenture) (the

“Floating Rate Period”), this Note will bear interest at a floating rate per year equal to the Benchmark, plus 202 basis points. During the Floating Rate Period, interest on this Note will accrue from and including October 1,

2031 and will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2032 (each such date, a “Floating Period Interest Payment Date” and,

together with a Fixed Period Interest Payment Date, an “Interest Payment Date”). The interest payable on this Note on any Floating Period Interest Payment Date will, except as noted below, be paid to the holder of this Note at the

close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the Floating Period Interest Payment Date. However, interest that the Company pays on the Maturity Date will be paid to the Person to whom the principal

will be payable. Notwithstanding the foregoing, if the Benchmark is less than zero, then the Benchmark shall be deemed to be zero.

Principal and interest

on this Note will be payable by wire transfer in immediately available funds in U.S. Dollars at an office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office of the Trustee.

Reference is hereby made to the further provisions of this 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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

(Signature page follows)

A-2

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

FIRST MERCHANTS CORPORATION

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

[Signature Page to Global Note]

A-3

REVERSE OF 2036 NOTE

FIRST MERCHANTS CORPORATION

6.750% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2036

This Note is one of a duly authorized issue of Securities of the Company of a series designated as the “6.750%

Fixed-to-Floating Rate Subordinated Notes Due 2036” (the “2036 Notes”) initially issued in an aggregate principal amount of $100,000,000 on

September 25, 2026. Such series of Securities has been established pursuant to, and is one of an unsecured indefinite number of series of subordinated debt securities of the Company issued or issuable under and pursuant to, the Indenture (the

“Base Indenture”), dated as of September 25, 2026, between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee), as

supplemented and amended by the First Supplemental Indenture, between the Company and the Trustee, dated as of September 25, 2026 (the “First Supplemental Indenture” and the Base Indenture as supplemented and amended by the

First Supplemental Indenture, the “Indenture”), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities

thereunder of the Company, the Trustee and the Persons in whose names 2036 Notes are registered on the Security Register from time to time and of the terms upon which the 2036 Notes are, and are to be, authenticated and delivered. This Note shall

not be valid until the Trustee manually signs the certificate of authentication on this Note. The terms, conditions and provisions of the 2036 Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust

Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other

provisions of the Indenture shall govern to the extent such terms, conditions and other provisions of this Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture Act of

1939, as amended.

All capitalized terms used in this Note and not defined herein that are defined in the Base Indenture or the First Supplemental

Indenture shall have the meanings assigned to them in the Base Indenture or the First Supplemental Indenture. If any capitalized term used in this Note and defined herein is also defined in the Base Indenture or the First Supplemental Indenture, in

the event of any conflict in the meanings ascribed to such capitalized term, the definition of the capitalized term in this Note shall control. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the

provisions of the Indenture shall govern and be controlling.

The indebtedness of the Company evidenced by the 2036 Notes, including the principal thereof

and interest thereon, is, to the extent and in the manner set forth in the First Supplemental Indenture, subordinate and junior in right of payment to obligations of the Company constituting the Senior Indebtedness (as defined in the First

Supplemental Indenture) on the terms and subject to the terms and conditions as provided and set forth in Section 2.06 of the First Supplemental Indenture and shall rank pari passu in right of payment with all other 2036 Notes and with

all other Securities of the Company issued under the Indenture and not by its terms subordinate and junior in right of payment to Senior Indebtedness. Each holder by his acceptance of this Note, agrees to and shall be bound by such provisions of the

Indenture and authorizes and expressly directs the Trustee on such holder’s behalf to take such actions as may be necessary or appropriate to effectuate the subordination provided in the Indenture.

A-4

During the Fixed Rate Period, interest will be computed on the basis of a

360-day year consisting of twelve 30-day months. During the Floating Rate Period, interest will be computed on the basis of a

360-day year and the actual number of days elapsed. Dollar amounts resulting from those calculations will be rounded to the nearest cent, with one-half cent being

rounded upward.

If any Fixed Period Interest Payment Date for this Note or the date for the payment of principal for this Note occurring during the Fixed

Rate Period falls on a day that is not a Business Day, the Company will postpone the interest or principal payment to the next succeeding Business Day, but the payments made on such dates will be treated as being made on the date that the payment

was first due and the holder of this Note will not be entitled to any further interest, principal or other payments with respect to such postponements. If any Floating Period Interest Payment Date or the Maturity Date falls on a day that is not a

payable for the period from and after the Maturity Date), unless, with respect to a Floating Period Interest Payment Date only, such day falls in the next calendar month, in which case the Floating Period Interest Payment Date will instead be the

immediately preceding day that is a Business Day, and interest will accrue to, but excluding, such Floating Period Interest Payment Date as so adjusted.

The 2036 Notes are intended to be treated as Tier 2 capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of

capital adequacy guidelines of the Federal Reserve Board as then in effect and applicable to the Company. If an Event of Default with respect to 2036 Notes shall occur and be continuing, the principal and any accrued and unpaid interest on the 2036

Notes shall only become due and payable in accordance with the terms and conditions set forth in Article 6 of the Base Indenture and Section 2.07 of the First Supplemental Indenture. Accordingly, the holder of this Note has no right to

accelerate the maturity of this Note in the event the Company fails to pay interest on any of the 2036 Notes or fails to perform any other obligations under the 2036 Notes or in the Indenture that are applicable to the 2036 Notes.

The 2036 Notes may be redeemed by the Company as set forth in the Indenture.

The 2036 Notes are not entitled to the benefit of any sinking fund. The 2036 Notes shall not be convertible into or exchangeable for any equity securities,

other securities or other assets of the Company or any Subsidiary.

Article 14 of the Base Indenture shall be applicable to the 2036 Notes.

The 2036 Notes are issuable and may be transferred only in fully registered form without coupons, in minimum denominations of $1,000 and integral multiples of

$1,000 in excess thereof.

The Company and the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is

registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

A-5

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or

impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

This Security is a global note, represented by one or more permanent global certificates registered in the name of the nominee of The Depository Trust

Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly, unless and until it is exchanged in whole or in part for individual certificates evidencing the 2036 Notes represented hereby,

this Security may not be transferred except as a whole by The Depository Trust Company (the “Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the Depositary or any nominee to a successor

Depositary or any nominee of such successor. Ownership of beneficial interests in this Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary or its nominee (with

respect to interest of Persons that have accounts with the Depositary (“Participants”) and the records of Participants (with respect to interests of Persons other than Participants)). Beneficial interests in 2036 Notes owned by

Persons that hold through Participants will be evidenced only by, and transfers of such beneficial interests with such Participants will be effected only through, records maintained by such Participants. Except as provided below, owners of

beneficial interests in this Security will not be entitled to have any individual certificates and will not be considered the owners or holders thereof under the Indenture.

Except in the limited circumstances set forth in Section 2.07 of the Base Indenture, Participants and owners of beneficial interests in the Global

Notes will not be entitled to receive Securities in definitive form and will not be considered holders of 2036 Notes. None of the Company, the Trustee or the Paying Agent will be liable for any delay by the Depositary, its nominee or any direct or

indirect participant in identifying the beneficial owners of the related 2036 Notes. The Company and the Paying Agent may conclusively rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes,

including with respect to the registration and delivery, and the respective principal amounts, of the 2036 Notes to be issued.

Except as provided

in Section 2.07 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of 2036 Notes in definitive form and no Global Note will be exchangeable except for another Global Note of like

denomination and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the procedures of the Depositary and, if such Person is not a Participant, on

the procedures of the Participant through which such Person owns its interest, to exercise any rights of a holder under the 2036 Notes.

A-6

The laws of some jurisdictions may require that purchasers of securities take physical delivery of those

securities in definitive form. Accordingly, the ability to transfer interests in the 2036 Notes represented by a Global Note to those Persons may be limited. In addition, because the Depositary can act only on behalf of its Participants, who in turn

act on behalf of Persons who hold interests through Participants, the ability of a Person having an interest in 2036 Notes represented by a Global Note to pledge or transfer such interest to Persons that do not participate in the Depositary’s

system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest. None of the Company, the Trustee, the Paying Agent and the Security Registrar will have any

responsibility or liability for any aspect of the records relating to or payments made on account of 2036 Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to the 2036 Notes.

U.S. Bank Trust Company, National Association will act as the Company’s Paying Agent with respect to the 2036 Notes through its offices presently

located at U.S. Bank Trust Company, National Association, Global Trust Services, Attention: First Merchants Corporation Administrator, 111 Fillmore Avenue E., St. Paul, MN 55107, Telephone: (800) 934-6802. The

Company may at any time rescind the designation of a Paying Agent, appoint a successor Paying Agent, or approve a change in the office through which any Paying Agent acts.

Customary abbreviations may be used in the name of a holder of a 2036 Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused the CUSIP number for the

Series of Securities of which the 2036 Notes are a part to be printed on the 2036 Notes as a convenience to the holders of the 2036 Notes. No representation is made as to the accuracy of such numbers as printed on the 2036 Notes and reliance may be

placed only on the other identification numbers printed hereon.

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW

YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A-7

ASSIGNMENT FORM

To assign the within Security, fill in the form below:

I or we

assign and transfer the within Security to:

(Insert assignee’s legal name)

(Insert assignee’s social security or tax I.D. no.)

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

and irrevocably appoint as agent to transfer this Security on the books of First Merchants Corporation. The agent may substitute another to act for it.

Your Signature:

(Sign exactly as your name appears on the

other side of this Security)

Your Name:

Date:

Signature Guarantee: *

NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized

signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee

program acceptable to the Trustee.

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security registrar, which requirements

include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security registrar in addition to, or in

substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-8

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is $100,000,000. The following increases or decreases in the principal amount of this Global Note have been

made:

Date

Amount of

decrease in

principal

amount

of this Global Note

Amount of

increase in

principal

amount

of this Global Note

Principal amount

of this Global Note

following such

decrease

increase

Signature of

authorized

signatory

Trustee or

Custodian

EX-5.1

Filename: d154643dex51.htm · Sequence: 4

EX-5.1

Exhibit 5.1

Dentons Bingham Greenebaum LLP

2700 Market Tower

10 West Market

Street

Indianapolis, IN 46204

United States

dentons.com

September 25, 2026

First Merchants Corporation

200 East Jackson Street

Muncie, Indiana 47305

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel

to First Merchants Corporation, an Indiana corporation (the “Company”), in connection with the public offering of $100,000,000 aggregate principal amount of its 6.750%

Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) to be issued under the Indenture, dated as of the date hereof, between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), together with a First Supplemental Indenture thereunder, dated the date hereof (collectively, the “Indenture”).

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined: (a) the

Registration Statement on Form S-3ASR (File No. 333-298983), filed by the company with the Securities and Exchange Commission (the “SEC”) on

September 17, 2026, including each exhibit (including those exhibits incorporated by reference) constituting a part of the Registration Statement; (b) the prospectus, dated September 17, 2026 (the “Base Prospectus”),

relating to debt securities and other securities of the Company, which forms a part of and is included in the Registration Statement; (c) the preliminary prospectus supplement, dated September 23, 2026 (together with the Base Prospectus,

the “Preliminary Prospectus”), relating to the offering of the Notes, in the form filed with the SEC pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act of 1933 (the “Rules and Regulations”);

(d) the prospectus supplement, dated September 23, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering of the Notes, in the form filed with the SEC

pursuant to Rule 424(b) of the Rules and Regulations; (e) the Company’s Articles of Incorporation, as amended to the date hereof (the “Articles”); (f) the Company’s Bylaws, as amended to the date hereof (the

“Bylaws”); (g) resolutions adopted by the Company’s Board of Directors and committees thereof (the “Resolutions”) relating to, among other matters, approval of the filing of the Registration Statement, the

execution and delivery of the Indenture and the issuance of the Notes; (h) an executed copy of the Indenture; (i) the global certificate evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the

“Note Certificate”), delivered by the Company to the Trustee for authentication and delivery; (j) an executed copy of the Underwriting Agreement, dated September 23, 2026 (the “Underwriting Agreement”), by and

between the Company and Piper Sandler & Co., as representative of the several underwriters named in Schedule I thereto; and (j) such other agreements, proceedings, documents and records and such matters of law as we have deemed

necessary or appropriate to enable us to render this opinion.

For purposes of the opinions contained herein, we have assumed with respect

to all documents examined by us the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, conformed, photostatic or

telefacsimile copies. We also have assumed with respect to all documents examined by us which contained facsimile signatures that such signatures were the original signature of the party and have

First Merchants Corporation

September 25, 2026

Page

the same force and effect as an original signature. In addition, in making our examination of the documents related to the subject matter hereof and the documents described herein which have been

executed by parties other than the Company, we have assumed that all such other parties had the power to enter into and perform all obligations thereunder, that all such other parties were duly authorized by all requisite action to execute, deliver

and perform their respective obligations thereunder, that all signatories on all such documents were duly qualified and incumbent parties with the proper authority to execute all such documents, and the due execution and delivery of all such

documents and the validity, binding effect and enforceability of all such documents on such other parties in accordance with their respective terms.

As to any facts material to our opinion which we did not independently establish or verify, we have been furnished with and have relied upon

certificates of officers and other representatives of the Company.

Based on and subject to the foregoing, and subject to the

qualifications, assumptions and limitations stated herein, we are of the opinion that, the Note Certificate has been duly authorized by all requisite corporate action on the part of the Company and, when duly authenticated by the Trustee and issued

and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Note Certificate will constitute the valid and binding obligation of the Company, enforceable against the Company

in accordance with its terms.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New

York and Indiana as in effect on the date hereof, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement,

the Preliminary Prospectus or the Prospectus or any related prospectus or other offering material regarding the Company or the Notes or their offering and sale.

The opinions expressed above are subject to the following qualifications:

A. Our opinions with respect to the legality, validity, binding effect, and enforceability of the Indenture or Note Certificate and any rights

granted therein or thereunder are subject to the effect of any applicable state and/or federal bankruptcy, insolvency, readjustment of debt, receivership, fraudulent conveyance and equitable subordination, reorganization, moratorium, equity of

redemption, or similar laws now or hereafter in effect governing or affecting debtors’ and creditors’ rights or remedies generally and to the effect of general principles of equity and matters of public policy (regardless of whether

considered in a proceeding in equity or at law), including (without limitation) concepts of materiality, reasonableness, good faith, and fair dealing. Without limiting the generality of the foregoing exceptions, we express no opinion with respect to

the availability of the remedies of specific performance, injunctive relief or of any other equitable remedy. In addition, the enforcement of any indemnification or contribution provisions contained in the Agreement, Indenture or Notes may be

limited under applicable laws and certain remedies may not be available in the case of a non-material breach.

B. We express no opinion as to the enforceability of provisions of the Indenture or Note Certificate relating to (i) consents or waivers

as to jurisdiction, (ii) consents or waivers of service of process, (iii) the validity or enforceability of any purported waiver or purported consent relating to any rights of the Company or duties owed to it, existing as a matter of law,

(iv) self-help provisions, (v) waiver of constitutional rights, and (vi) choice of law provisions.

C. We express no

opinion as to any provisions in the Indenture or Note Certificate insofar as they purport to provide that any party (i) may have rights to the payment or reimbursement of attorneys’ fees and litigation expenses, except to the extent that

a court determines that such fees are reasonable and such provision is enforceable, or (ii) may have rights to the payment of any sum of liquidated damages.

First Merchants Corporation

September 25, 2026

Page

D. We express no opinion as to whether the execution or delivery of the Indenture or Note

Certificate by the Company, or the performance by the Company of its obligations thereunder will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the

financial condition or results of operations of the Company or any of its subsidiaries.

E. This opinion letter is limited to matters

expressly stated herein and no opinion is inferred or may be implied beyond the matters expressly stated. This opinion letter does not constitute a guarantee of, or security for, the obligations created pursuant to the Indenture or Note Certificate

and by rendering this opinion letter we are not guaranteeing or insuring performance of said transaction.

F. This opinion letter is based

on and relies upon the current facts and the current status of the law, and is subject in all respects to, and may be limited by, after the date hereof, changes in the facts, further rules, regulations and legislation, as well as developing case

law. We assume no obligation to notify any person of changes in facts or law occurring or coming to our attention after the delivery of this opinion letter, whether or not deemed material.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus.

In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion letter

with the SEC as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion letter is expressed as of

the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Dentons Bingham Greenebaum LLP

DENTONS BINGHAM GREENEBAUM LLP

JEH/DBW

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Sep. 25, 2026

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Entity Registrant Name

FIRST MERCHANTS CORP

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Entity Central Index Key

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Document Type

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Document Period End Date

Sep. 25, 2026

Entity File Number

001-41342

Entity Incorporation State Country Code

Entity Tax Identification Number

35-1544218

Entity Address, Address Line One

200 East Jackson Street

Entity Address, Address Line Two

P.O. Box 792

Entity Address, City or Town

Muncie

Entity Address, State or Province

Entity Address, Postal Zip Code

47305-2814

City Area Code

(765)

Local Phone Number

747-1500

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Trading Symbol

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Security Exchange Name

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Series A Preferred Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A

Trading Symbol

FRMEP

Security Exchange Name

NASDAQ

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Area code of city

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Number 240

-Section 14d

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Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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