Exhibit 4.9


MEDGENICS, INC.


and


   ,
as Trustee


INDENTURE


Dated as of  ,  


 










     

     

    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	1.1. DEFINITIONS	 	1
	1.2. OTHER DEFINITIONS	 	5
	1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	 	6
	1.4. RULES OF CONSTRUCTION	 	6
	 	 	 
	ARTICLE 2 THE SECURITIES	 	7
	2.1. ISSUABLE IN SERIES	 	7
	2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	 	7
	2.3. EXECUTION AND AUTHENTICATION	 	9
	2.4. REGISTRAR AND PAYING AGENT	 	10
	2.5. PAYING AGENT TO HOLD ASSETS IN TRUST	 	11
	2.6. SECURITYHOLDER LISTS	 	12
	2.7. TRANSFER AND EXCHANGE	 	12
	2.8. REPLACEMENT SECURITIES	 	13
	2.9. OUTSTANDING SECURITIES	 	13
	2.10. WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION	 	13
	2.11. TEMPORARY SECURITIES	 	14
	2.12. CANCELLATION	 	14
	2.13. PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	 	14
	2.14. CUSIP NUMBER	 	15
	2.15. PROVISIONS FOR GLOBAL SECURITIES	 	15
	2.16. PERSONS DEEMED OWNERS	 	16
	 	 	 
	ARTICLE 3 REDEMPTION	 	17
	3.1. NOTICES TO TRUSTEE	 	17
	3.2. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	 	17
	3.3. NOTICE OF REDEMPTION	 	17
	3.4. EFFECT OF NOTICE OF REDEMPTION	 	18
	3.5. DEPOSIT OF REDEMPTION PRICE	 	19
	3.6. SECURITIES REDEEMED IN PART	 	19


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	ARTICLE 4 COVENANTS	 	19
	4.1. PAYMENT OF SECURITIES	 	19
	4.2. SEC REPORTS	 	19
	4.3. WAIVER OF STAY, EXTENSION OR USURY LAWS	 	20
	4.4. COMPLIANCE CERTIFICATE	 	20
	4.5. CORPORATE EXISTENCE	 	21
	 	 	 
	ARTICLE 5 SUCCESSOR CORPORATION	 	21
	5.1. LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	 	21
	5.2. SUCCESSOR PERSON SUBSTITUTED	 	22
	 	 	 
	ARTICLE 6 DEFAULTS AND REMEDIES	 	22
	6.1. EVENTS OF DEFAULT	 	22
	6.2. ACCELERATION	 	23
	6.3. REMEDIES	 	24
	6.4. WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	 	24
	6.5. CONTROL BY MAJORITY	 	24
	6.6. LIMITATION ON SUITS	 	25
	6.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT	 	25
	6.8. COLLECTION SUIT BY TRUSTEE	 	25
	6.9. TRUSTEE MAY FILE PROOFS OF CLAIM	 	26
	6.10. PRIORITIES	 	26
	6.11. UNDERTAKING FOR COSTS	 	26
	 	 	 
	ARTICLE 7 TRUSTEE	 	27
	7.1. DUTIES OF TRUSTEE	 	27
	7.2. RIGHTS OF TRUSTEE	 	28
	7.3. INDIVIDUAL RIGHTS OF TRUSTEE	 	29
	7.4. TRUSTEE’S DISCLAIMER	 	29
	7.5. NOTICE OF DEFAULT	 	29
	7.6. REPORTS BY TRUSTEE TO HOLDERS	 	30
	7.7. COMPENSATION AND INDEMNITY	 	30


 




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TABLE OF CONTENTS

(continued)


	 	 	Page
	 	 	 
	7.8. REPLACEMENT OF TRUSTEE	 	31
	7.9. SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	 	32
	7.10. ELIGIBILITY; DISQUALIFICATION	 	32
	7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	 	32
	7.12. PAYING AGENTS	 	32
	 	 	 
	ARTICLE 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS	 	33
	8.1. WITHOUT CONSENT OF HOLDERS	 	33
	8.2. WITH CONSENT OF HOLDERS	 	33
	8.3. COMPLIANCE WITH TRUST INDENTURE ACT	 	35
	8.4. REVOCATION AND EFFECT OF CONSENTS	 	35
	8.5. NOTATION ON OR EXCHANGE OF SECURITIES	 	35
	8.6. TRUSTEE TO SIGN AMENDMENTS, ETC	 	36
	 	 	 
	ARTICLE 9 DISCHARGE OF INDENTURE; DEFEASANCE	 	36
	9.1. DISCHARGE OF INDENTURE	 	36
	9.2. LEGAL DEFEASANCE	 	36
	9.3. COVENANT DEFEASANCE	 	37
	9.4. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	 	37
	9.5. DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	 	39
	9.6. REINSTATEMENT	 	39
	9.7. MONEYS HELD BY PAYING AGENT	 	39
	9.8. MONEYS HELD BY TRUSTEE	 	40
	 	 	 
	ARTICLE 10 MISCELLANEOUS	 	40
	10.1. TRUST INDENTURE ACT CONTROLS	 	40
	10.2. NOTICES	 	40
	10.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	 	42
	10.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	 	42
	10.5. STATEMENT REQUIRED IN CERTIFICATE AND OPINION	 	42


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	10.6. RULES BY TRUSTEE AND AGENTS	 	42
	10.7. BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	 	43
	10.8. GOVERNING LAW	 	43
	10.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	 	43
	10.10. SUCCESSORS	 	43
	10.11. MULTIPLE COUNTERPARTS	 	43
	10.12. TABLE OF CONTENTS, HEADINGS, ETC	 	44
	10.13. SEVERABILITY	 	44
	10.14. SECURITIES IN A FOREIGN CURRENCY OR IN EUROS	 	44
	10.15. JUDGMENT CURRENCY	 	45


 




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CROSS-REFERENCE TABLE


 


	TIA SECTION	 	INDENTURE SECTION
	310(a)(1)(2)(5) 	 	7.10
	310(a)(3)(4) 	 	Inapplicable
	310(b) 	 	7.8; 7.10
	310(c) 	 	Inapplicable
	311(a)(b) 	 	7.11
	311(c) 	 	Inapplicable
	312(a) 	 	2.6
	312(b)(c) 	 	10.3
	313(a)(b) 	 	7.6
	313(c) 	 	7.6; 10.2
	313(d) 	 	7.6
	314(a) 	 	4.2; 4.4; 10.2
	314(b) 	 	N/A
	314(c)(1)(2) 	 	10.4; 10.5
	314(c)(3) 	 	Inapplicable
	314(d) 	 	Inapplicable
	314(e) 	 	10.5
	314(f) 	 	Inapplicable
	315(a) 	 	7.1, 7.2
	315(b) 	 	7.5; 10.2
	315(c) 	 	7.1
	315(d) 	 	7.1; 7.2
	315(e) 	 	6.11
	316(a)(last sentence) 	 	2.10
	316(a)(1)(A) 	 	6.5
	316(a)(1)(B) 	 	6.4
	316(a)(2) 	 	8.2
	316(b) 	 	6.7
	316(c) 	 	8.4
	317(a)(1) 	 	6.8
	317(a)(2) 	 	6.9
	317(b) 	 	2.5; 7.12
	318(a) 	 	10.1


 


Note: This Cross-Reference Table shall not, for any purpose,
be deemed to be a part of the Indenture.


 




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INDENTURE, dated as of ,______ , by and between Medgenics, Inc.,
a Delaware corporation, as Issuer (the “Company”), and __________, a ___________ organized under the laws of ___________,
as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to be
issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to
time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.


 


All things necessary to make this Indenture a valid agreement
of the Company in accordance with its terms have been done, and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities
of a Series thereof, as follows:


 


ARTICLE 1


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


1.1. DEFINITIONS.


 


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


 


“Agent” means any Registrar, Paying Agent, co-registrar
or agent for service of notices and demands.


 


“Board of Directors” means the Board of Directors
of the Company or any committee duly authorized to act therefor.


 


“Board Resolution” means a copy of a resolution
certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors of the Company and to
be in full force and effect on the date of such certification which has been delivered to the Trustee.


 




     

     

    

  


“Capital Stock” means, with respect to any Person,
any and all shares or other equivalents (however designated) of capital stock, partnership interests or any other participation,
right or other interest in the nature of an equity interest in such Person or any option, warrant or other security convertible
into any of the foregoing.


 


“Company” means the party named as such in the first
paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of this Indenture, and thereafter means
the successor and any other primary obligor on the Securities.


 


“Company Order” means a written order signed in
the name of the Company by two of the Company’s executive Officers, one of whom must be its Chief Executive Officer or its
Chief Financial Officer.


 


“Company Request” means any written request signed
in the name of the Company by its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer or its
Treasurer and attested to by its Secretary or any Assistant Secretary.


 


“Corporate Trust Office” means the office of the
Trustee at which at any particular time its corporate trust business shall be principally administered.


 


“Default” means any event that is, or that with
the passing of time or giving of notice or both would be, an Event of Default.


 


“Depository” means, with respect to the Securities
of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depository
for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act, until a successor
Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository”
shall mean each Person who is then a Depository hereunder, and if at any time there is more than one such Person, such Persons.


 


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


 


“Euro” means the single currency of participating
member states of the economic and monetary union as contemplated in the Treaty on European Union.


 


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


 


“Foreign Currency” means any currency or currency
unit issued by a government other than the government of the United States of America.


 


“Foreign Government Obligations” means, with respect
to Securities that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be
issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by, or acting as an agency or instrumentality of, such government, the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) and (ii), are not
callable or redeemable at the option of the issuer thereof.


 




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“GAAP” means generally accepted accounting principles
consistently applied as in effect in the United States of America from time to time.


 


“Global Security” or “Global Securities”
means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2, evidencing all or part of
a Series of Securities issued to the Depository for such Series or its nominee, and registered in the name of such Depository or
nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied to such Securities in accordance
with Section 2.2(24)).


 


“Holder” or “Securityholder” means the
Person in whose name a Security is registered on the Registrar’s books.


 


“Indebtedness” means (without duplication), with
respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed
money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or
evidenced by bonds, notes, debentures or similar instruments, or representing the balance deferred and unpaid of the purchase price
of any property (excluding any balances that constitute accounts payable or trade payables, and other accrued liabilities arising
in the ordinary course of business), if and to the extent any of the foregoing indebtedness would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP.


 


“Indenture” means this Indenture as amended, restated
or supplemented from time to time.


 


“Interest Payment Date,” when used with respect
to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Lien” means, with respect to any property or assets
of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien,
charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including, without limitation, any capitalized lease obligation, conditional
sales or other title retention agreement having substantially the same economic effect as any of the foregoing).


 


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


 


“Officer” means the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary of the Company, or any other officer
designated by the Board of Directors, as the case may be.


 


“Officers’ Certificate” means, with respect
to any Person, a certificate signed by the Chairman, Chief Executive Officer, President or any Senior or Executive Vice President
and the Chief Financial Officer or any Treasurer of such Person, that shall comply with applicable provisions of this Indenture.


 




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“Opinion of Counsel” means a written opinion from
legal counsel, which counsel is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.


 


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


 


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


 


“Responsible Officer,” when used with respect to
the Trustee, means any officer within the corporate trust department or division of the Trustee (or any successor group of the
Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“SEC” means the United States Securities and Exchange
Commission as constituted from time to time, or any successor performing substantially the same functions.


 


“Securities” means the securities that are issued
under this Indenture, as amended or supplemented from time to time pursuant to this Indenture.


 


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


 


“Series” or “Series of Securities” means
each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2.


 


“Significant Subsidiary” means (i) any direct or
indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any group of direct
or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date
hereof.


 


“Stated Maturity,” when used with respect to any
Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date
on which the principal of such Security, or such installment of principal or interest, is due and payable, and when used with respect
to any other Indebtedness, means the date specified in the instrument governing such Indebtedness as the fixed date on which the
principal of such Indebtedness, or any installment of interest thereon, is due and payable.


 


“Subsidiary” of any specified Person means any corporation,
limited liability company, partnership, joint venture, association or other business entity, whether now existing or hereafter
organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting power of the Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is held, directly or
indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such Person or any of its Subsidiaries has the power to direct
or cause the direction of the management and policies of such entity by contract or otherwise, or if in accordance with GAAP such
entity is consolidated with such Person for financial statement purposes.


 




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“TIA” means the Trust Indenture Act of 1939 (15
U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.3).


 


“Trustee” means the party named as such in this
Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor, and if at any time there
is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee
with respect to Securities of that Series.


 


“U.S. Government Obligations” means direct non-callable
obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or
guarantee the full faith and credit of the United States of America is pledged.


 


1.2. OTHER DEFINITIONS.


 


The definitions of the following terms may be found in the sections
indicated as follows:


 


	TERM	 	DEFINED IN SECTION
	“Bankruptcy Law” 	 	6.1
	“Business Day” 	 	10.7
	“Covenant Defeasance” 	 	9.3
	“Custodian” 	 	6.1
	“Event of Default” 	 	6.1
	“Journal” 	 	10.15
	“Judgment Currency” 	 	10.16
	“Legal Defeasance 	 	9.2
	“Legal Holiday” 	 	10.7
	“Market Exchange Rate” 	 	10.15
	“New York Paying Agent” 	 	2.4
	“Paying Agent” 	 	2.4
	“Place of Payment” 	 	10.7
	“Registrar” 	 	2.4
	“Required Currency” 	 	10.16
	“Service Agent” 	 	2.4


 




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1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.


 


Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated
by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


“indenture securityholder” means a Holder or Securityholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional trustee”
means the Trustee.


 


“obligor on the indenture securities” means the
Company.


 


All other terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein assigned to them.


 


1.4. RULES OF CONSTRUCTION.


 


Unless the context otherwise requires:


 


(1) a term has the meaning assigned to it herein,
whether defined expressly or by reference;


 


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


 


(3) “or” is not exclusive;


 


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


 


(5) words used herein implying any gender shall apply
to each gender; and


 


(6) 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.


 




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ARTICLE 2


 


THE SECURITIES


 


2.1. ISSUABLE IN SERIES.


 


The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is $[·]. The Securities may be issued in one or more Series. All Securities of a Series
shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate
detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities
of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture may provide
for the method by which specified terms (such as interest rate, Stated Maturity, record date or date from which interest shall
accrue) are to be determined. Securities may differ between Series in respect of any matters, PROVIDED, that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.


 


2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.


 


At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series generally, in the case of Subsection 2.2(1) and either as to such Securities
within the Series or as to the Series generally in the case of Subsections 2.2(2) through 2.2(24)) by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, in each case, pursuant to authority granted under a Board Resolution:


 


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


 


(2) any limit upon the aggregate principal amount
of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section
2.7, 2.8, 2.11, 3.6 or 8.5);


 


(3) the price or prices (expressed as a percentage
of the principal amount thereof) at which the Securities of the Series will be issued;


 


(4) the date or dates on which the principal of the
Securities of the Series is payable;


 


(5) the rate or rates (which may be fixed or variable)
per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity
index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or
dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable
and any regular record date for the interest payable on any Interest Payment Date;


 




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(6) the place or places where the principal of, and
interest and premium, if any, on, the Securities of the Series shall be payable, or the method of such payment, if by wire transfer,
mail or other means;


 


(7) if applicable, the period or periods within which,
the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or
in part, at the option of the Company;


 


(8) the obligation, if any, of the Company to redeem
or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof,
and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the
Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9) the dates, if any, on which and the price or prices
at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof, and other detailed
terms and provisions of such repurchase obligations;


 


(10) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Securities of the Series shall be issuable;


 


(11) the forms of the Securities of the Series in
bearer (if to be issued outside of the United States of America) or fully registered form (and, if in fully registered form, whether
the Securities will be issuable as Global Securities);


 


(12) if other than the principal amount thereof, the
portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 6.2;


 


(13) the currency of denomination of the Securities
of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the Euro, and, if such currency of
denomination is a composite currency other than the Euro, the agency or organization, if any, responsible for overseeing such composite
currency;


 


(14) the designation of the currency, currencies or
currency units in which payment of the principal of, and interest and premium, if any, on, the Securities of the Series will be
made;


 


(15) if payments of principal of, or interest or premium,
if any, on, the Securities of the Series are to be made in one or more currencies or currency units other than that or those in
which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;


 


(16) the manner in which the amounts of payment of
principal of, or interest and premium, if any, on, the Securities of the Series will be determined, if such amounts may be determined
by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index
or financial index;


 




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(17) the provisions, if any, relating to any collateral
provided for the Securities of the Series;


 


(18) any addition to or change in the covenants set
forth in Articles 4 or 5 that applies to Securities of the Series;


 


(19) any addition to or change in the Events of Default
which applies to any Securities of the Series, and any change in the right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


(20) the terms and conditions, if any, for conversion
of the Securities into or exchange of the Securities for shares of common stock or preferred stock of the Company that apply to
Securities of the Series;


 


(21) any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein;


 


(22) the terms and conditions, if any, upon which
the Securities shall be subordinated in right of payment to other Indebtedness of the Company;


 


(23) if applicable, that the Securities of the Series,
in whole or any specified part, shall be defeasible pursuant to Article 9; and


 


(24) any other terms of the Securities of the Series
(which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1, but which may
modify or delete any provision of this Indenture insofar as it applies to such Series).


 


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, supplemental indenture or Officers’ Certificate referred to above, however, the authorized principal amount of
any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in
such Board Resolution, supplemental indenture or Officers’ Certificate.


 


2.3. EXECUTION AND AUTHENTICATION.


 


The Securities shall be executed on behalf of the Company by
two Officers of the Company or an Officer and an Assistant Secretary of the Company. Each such signature may be either manual or
facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile
form.


 


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


 




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A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated
under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal
amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee
of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from
the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security
shall be dated the date of its authentication.


 


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 the Board Resolution, supplemental
indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior to the issuance of Securities of any Series, the Trustee
shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate
complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have the right to decline to authenticate
and deliver any Securities of any Series: (a) if the Trustee, being advised in writing by outside counsel, determines that such
action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall reasonably determine that such action would expose the Trustee to
personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Any
appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished
to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


2.4. REGISTRAR AND PAYING AGENT.


 


The Company shall maintain in each Place of Payment for any
Series of Securities (i) an office or agency where such Securities may be presented for registration of transfer or for exchange
(“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”)
(PROVIDED that the Company shall at all times maintain a Paying Agent in the Borough of Manhattan, City of New York, State of New
York (the “New York Paying Agent”), and PROVIDED, FURTHER, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for the Securities
maintained by the Registrar), and (iii) an office or agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served (“Service Agent”). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The
Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.
If at any time the Company shall fail to maintain any such required office, or to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section
10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest
and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar,
co-registrar or any other Agent without notice to any Securityholder.


 




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The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered for any or all such purposes, and may from time
to time rescind such designations; PROVIDED, HOWEVER, that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for Securities of any Series for such purposes. The
Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall
give prompt written notice to the Trustee of such designation or rescission, and of any change in the location of any such other
office or agency.


 


The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture
that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails
to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the
Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for
each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued. The Company designates  , as the New York Paying Agent, with offices at  .


 


2.5. PAYING AGENT TO HOLD ASSETS IN TRUST.


 


The Trustee as Paying Agent shall, and the Company shall require
each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the
Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest
or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other
obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default
by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require
a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at
any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent
shall have no further liability for such assets.


 




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2.6. SECURITYHOLDER LISTS.


 


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


 


2.7. TRANSFER AND EXCHANGE.


 


When Securities of a Series are presented to the Registrar with
a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable
law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal
amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested.
To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained
pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request.


 


If Securities are issued as Global Securities, the provisions
of Section 2.15 shall apply.


 


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


 


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


 


Any exchange or transfer shall be without charge, except that
the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5.
The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for
a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to
exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the
unredeemed portion of such Security being redeemed in part.


 




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2.8. REPLACEMENT SECURITIES.


 


If a mutilated Security is surrendered to the Trustee, or if
the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same Series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding. An indemnity bond may be required
by the Company or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may be,
to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company
may charge such Holder for the Company’s out-of-pocket expenses in replacing a Security, including the fees and expenses
of the Trustee. Every replacement Security shall constitute an original additional obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.


 


2.9. OUTSTANDING SECURITIES.


 


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


 


If a Security is replaced pursuant to Section 2.8 (other than
a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof
satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.8.


 


If a Paying Agent holds on a Redemption Date or the Stated Maturity
money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not
prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities
are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases
to accrue.


 


A Security does not cease to be outstanding solely because the
Company or an Affiliate holds the Security.


 


2.10. WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION
OF HOLDERS’ ACTION.


 


In determining whether the Holders of the required aggregate
principal amount of the Securities of any Series have concurred in any direction, waiver or consent, the Securities of any Series
owned by the Company or any other obligor on such Securities, or by any Affiliate of any of them, shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities of such Series which the Trustee actually knows are so owned shall be so disregarded. Securities of such Series
so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the Company or any
other obligor on the Securities of such Series, or an Affiliate of any of them.


 




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2.11. TEMPORARY SECURITIES.


 


Until definitive Securities are ready for delivery, the Company
may prepare and execute, and the Trustee shall authenticate, temporary Securities. Temporary Securities shall be substantially
in the form, and shall carry all rights, of definitive Securities, but may have variations that the Company considers appropriate
for temporary Securities. Without unreasonable delay, the Company shall prepare and execute, and the Trustee shall authenticate,
definitive Securities in exchange for temporary Securities without charge to the Holder.


 


2.12. CANCELLATION.


 


All Securities surrendered for payment, redemption or registration
of transfer or exchange, or for credit against any sinking fund payment, shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered
to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel, and at the written request of the Company shall dispose of, all Securities surrendered for transfer,
exchange, payment or cancellation. If the Company shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation pursuant to this Section 2.12. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 2.12, except as expressly permitted by this Indenture.


 


2.13. PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION
OF INTEREST.


 


Except as otherwise provided as contemplated by Section 2.2
with respect to any Series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on
the regular record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the terms of such Series.


 


If the Company defaults in a payment of interest on the Securities,
it shall pay the defaulted amounts, plus any interest payable on defaulted amounts pursuant to Section 4.1, to the Persons who
are Securityholders on a subsequent special record date, which date shall be the 15th day next preceding the date fixed by the
Company for the payment of defaulted interest, or the next succeeding Business Day if such date is not a Business Day. At least
15 days before the special record date, the Company shall mail or cause to be mailed to each Securityholder, with a copy to the
Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable
on such defaulted interest, if any, to be paid.


 


Except as otherwise specified as contemplated by Section 2.2
for Securities of any Series, interest on the Securities of each Series shall be computed on the basis of a 360-day year of twelve
30-day months.


 




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2.14. CUSIP NUMBER.


 


The Company in issuing the Securities may use one or more “CUSIP”
numbers, and, if the Company does so, the Trustee shall use the CUSIP number(s) in notices of redemption or exchange as a convenience
to Holders, PROVIDED, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP
number(s) printed in the notice or on the Securities, and that reliance may be placed only on the other identification numbers
printed on the Securities, and that any such redemption or exchange shall not be affected by any defect in or omission of any such
numbers.


 


2.15. PROVISIONS FOR GLOBAL SECURITIES.


 


(a) A Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form
of one or more Global Securities, and the Depository for such Global Securities or Securities.


 


(b) Notwithstanding any provisions to the contrary contained
in Section 2.7 and in addition thereto, if, and only if the Depository (i) at any time is unwilling or unable to continue as Depository
for such Global Security or ceases to be a clearing agency registered under the Exchange Act and (ii) a successor Depository is
not appointed by the Company within 90 days after the date the Company is so informed in writing or becomes aware of the same,
the Company promptly will execute and deliver to the Trustee definitive Securities, and the Trustee, upon receipt of a Company
Request for the authentication and delivery of such definitive Securities (which the Company will promptly execute and deliver
to the Trustee) and an Officers’ Certificate to the effect that such Global Security shall be so exchangeable, will authenticate
and deliver definitive Securities, without charge, registered in such names and in such authorized denominations as the Depository
shall direct in writing (pursuant to instructions from its direct and indirect participants or otherwise) in an aggregate principal
amount equal to the principal amount of the Global Security with like tenor and terms. Upon the exchange of a Global Security for
definitive Securities, such Global Security shall be canceled by the Trustee. Unless and until it is exchanged in whole or in part
for definitive Securities, as provided in this Section 2.15(b), a Global Security may not be transferred except as a whole by the
Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository
or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a
successor Depository.


 




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(c) Any Global Security issued hereunder shall bear a legend
in substantially the following form:


 


“This Security is a Global Security within the
meaning of the Indenture hereinafter referred to, and is registered in the name of the Depository or a nominee of the Depository.
This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in
the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee
of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor Depository.”


 


(d) The Depository, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.


 


(e) Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.2, payment of the principal of, and interest and premium, if any, on, any
Global Security shall be made to the Depository or its nominee in its capacity as the Holder thereof.


 


(f) Except as provided in Section 2.15(e) above, the Company,
the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Securities of any Series represented
by a Global Security as shall be specified in a written statement of the Depository (which may be in the form of a participants’
list for such Series) with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture, PROVIDED, that until the Trustee is so provided with a written
statement, it may treat the Depository or any other Person in whose name a Global Security is registered as the owner of such Global
Security for the purpose of receiving payment of the principal of, and any premium and (subject to Section 2.13) any interest on,
such Global Security and for all other purposes whatsoever, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


2.16. PERSONS DEEMED OWNERS.


 


Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, the Registrar and any agent of the Company, the Registrar or the Trustee may treat the Person in whose
name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal of, and any
premium and (subject to Section 2.13) any interest on, such Security and for all other purposes whatsoever, and none of the Company,
the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall be affected by notice to the contrary.


 




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ARTICLE 3


 


REDEMPTION


 


3.1. NOTICES TO TRUSTEE.


 


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 Securities or the related Board Resolution,
supplemental indenture or Officers’ Certificate. If a Series of Securities is redeemable and the Company elects to redeem
all or part of such Series of Securities, it shall notify the Trustee of the Redemption Date and the principal amount of Securities
to be redeemed at least 45 days (unless a shorter notice shall be satisfactory to the Trustee) before the Redemption Date. Any
such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder, and shall thereby be void
and of no effect.


 


3.2. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.


 


Unless otherwise indicated for a particular Series of Securities
by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if fewer than all of the Securities of a Series
are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by lot or by any other method
that the Trustee considers fair and appropriate (unless the Company specifically directs the Trustee otherwise) and, if such Securities
are listed on any securities exchange, by a method that complies with the requirements of such exchange.


 


The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption, and shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed at
least 35 but not more than 60 days before the Redemption Date. Securities of a Series in denominations of $1,000 may be redeemed
only in whole. The Trustee may select for redemption portions of the principal of Securities of a Series that have denominations
larger than $1,000. Securities of a Series and portions of them it selects shall be in amounts of $1,000 or, with respect to Securities
of any Series issuable in other denominations pursuant to Section 2.2(10), the minimum principal denomination for each Series and
integral multiples thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.


 


3.3. NOTICE OF REDEMPTION.


 


Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days, and no more than 60 days, before
a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar. The
notice shall identify the Securities to be redeemed and shall state:


 


(1) the Redemption Date;


 




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(2) the redemption price, and that such redemption
price shall become due and payable on the Redemption Date;


 


(3) if any Security of a Series is being redeemed
in part, the portion of the principal amount of such Security of a Series to be redeemed and that, after the Redemption Date and
upon surrender of such Security of a Series, a new Security or Securities in principal amount equal to the unredeemed portion will
be issued;


 


(4) the name and address of the Paying Agent;


 


(5) that Securities of a Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price, and the place or places where each such Security is to
be surrendered for such payment;


 


(6) that, unless the Company defaults in making the
redemption payment, interest on the Securities of a Series called for redemption ceases to accrue on the Redemption Date, and the
only remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the Paying
Agent of the Securities redeemed;


 


(7) if fewer than all of the Securities of a Series
are to be redeemed, the identification of the particular Securities of a Series (or portion thereof) to be redeemed, as well as
the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal amount of Securities of a Series
to be outstanding after such partial redemption.


 


(8) the CUSIP number, if any, printed on the Securities
being redeemed; and


 


(9) that no representation is made as to the correctness
or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.


 


At the Company’s request, the Trustee shall give the notice
of redemption in the Company’s name and at the Company’s sole expense.


 


3.4. EFFECT OF NOTICE OF REDEMPTION.


 


Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the Redemption Date and at the redemption price, plus interest,
if any, accrued to the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities of a Series shall be paid
at the redemption price, plus accrued interest, if any, to the Redemption Date; PROVIDED, that if the Redemption Date is after
a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable
to the Holder of the redeemed Securities registered on the relevant record date, as specified by the Company in the notice to the
Trustee pursuant to Section 3.1.


 




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3.5. DEPOSIT OF REDEMPTION PRICE.


 


On or prior to the Redemption Date (but no later than 11:00
A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of
and accrued interest, if any, on all Securities to be redeemed on that date other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee for cancellation.


 


On and after any Redemption Date, if money sufficient to pay
the redemption price of, and accrued interest on, Securities called for redemption shall have been made available in accordance
with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying such moneys to Holders, the Securities
called for redemption will cease to accrue interest and the only right of the Holders of such Securities will be to receive payment
of the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid interest on such Securities to the Redemption
Date. If any Security called for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption
payment is made, on the unpaid principal of the Security and any interest or premium, if any, not paid on such unpaid principal,
in each case, at the rate and in the manner provided in the Securities.


 


3.6. SECURITIES REDEEMED IN PART.


 


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


 


ARTICLE 4


 


COVENANTS


 


4.1. PAYMENT OF SECURITIES.


 


The Company shall pay the principal of, and interest and premium,
if any, on, each Series of Securities on the dates and in the manner provided in such Securities and this Indenture.


 


An installment of principal or interest shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment
and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or otherwise.


 


The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of Securities.


 


4.2. SEC REPORTS.


 


The Company will deliver to the Trustee within 15 days after
the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports,
if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER,
that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document
with the SEC through the SEC’s EDGAR database no later than the time such report or document is required to be filed with
the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee with, such
quarterly and annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange
Act. The Company will also comply with the other provisions of TIA Section 314(a).


 




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4.3. WAIVER OF STAY, EXTENSION OR USURY LAWS.


 


The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension, usury or other law which would prohibit or forgive the Company from paying all or
any portion of the principal of, and/or interest and premium, if any, on, the Securities as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and the Company
hereby expressly waives (to the extent that they may lawfully do so) all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


4.4. COMPLIANCE CERTIFICATE.


 


(a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, an Officers’ Certificate which complies with TIA Section 314(a)(4) stating
that a review of the activities of the Company and its Subsidiaries during such fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and that there is no
default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, or interest or premium, if any, on, the Securities
is prohibited, or if such event has occurred, a description of the event and what action the Company is taking or proposes to take
with respect thereto.


 


(b) (i) If any Default or Event of Default has occurred and
is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture
or the Securities, within five Business Days after the Company becoming aware of such occurrence the Company shall deliver to the
Trustee an Officers’ Certificate specifying such event, notice or other action and what action the Company is taking or proposes
to take with respect thereto.


 




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4.5. CORPORATE EXISTENCE.


 


Subject to Article 5, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence, in accordance with the organizational
documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory), licenses and franchises
of the Company; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license or franchise, or
its corporate existence, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not adverse in any material respect to the Holders.


 


ARTICLE 5


 


SUCCESSOR CORPORATION


 


5.1. LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.


 


(a) The Company will not, in any transaction or series of transactions,
merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of
its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions),
to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of
transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the
Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are
transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized
and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or
comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture
executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including,
without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance
of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in
full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions
on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with
or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.


 


(b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent
herein provided for relating to such transaction or transactions have been complied with.


 




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5.2. SUCCESSOR PERSON SUBSTITUTED.


 


Upon any consolidation, merger or transfer of all or substantially
all of the assets of the Company in accordance with Section 5.1 above, the successor corporation formed by such consolidation,
or into which the Company is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named
as the Company herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE 6


 


DEFAULTS AND REMEDIES


 


6.1. EVENTS OF DEFAULT.


 


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


 


(1) there is a default in the payment of any principal
of, or premium, if any, on, the Securities when the same becomes due and payable at Maturity, upon acceleration, redemption or
otherwise;


 


(2) there is a default in the payment of any interest
on any Security of a Series when the same becomes due and payable, and the Default continues for a period of 30 days;


 


(3) the Company defaults in the observance or performance
of any other covenant in the Securities of a Series or in this Indenture for 60 days after written notice from the Trustee or the
Holders of not less than 25% in the aggregate principal amount of the Securities of such Series then outstanding, which notice
must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”;


 


(4) the Company or any Significant Subsidiary pursuant
to or within the meaning of any Bankruptcy Law:


 


(A) commences a voluntary case,


 


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


 


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


 


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


 




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(E) generally is not paying its debts as they become
due;


 


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


 


(A) is for relief against the Company or any Significant
Subsidiary in an involuntary case;


 


(B) appoints a Custodian of the Company or any Significant
Subsidiary, or for all or substantially all of the property of the Company or any Significant Subsidiary; or


 


(C) orders the liquidation of the Company or any Significant
Subsidiary, and the order or decree remains unstayed and in effect for 90 consecutive days; or


 


(6) any other Event of Default provided with respect
to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate,
in accordance with Section 2.2(19).


 


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


 


The Trustee may withhold notice of any Default (except in the
payment of the principal of, or interest or premium, if any, on, the Securities) to the Holders of the Securities of any Series
in accordance with Section 7.5. When a Default is cured, it ceases to exist.


 


6.2. ACCELERATION.


 


If an Event of Default with respect to Securities of any Series
at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee
by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series
then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities
of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in
which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a
judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events
of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because
of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been
paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default
or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company
occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due
and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that
Series.


 




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6.3. REMEDIES.


 


If an Event of Default with respect to Securities of any Series
at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity
to collect the payment of the principal of, or interest and premium, if any, on, the Securities of that Series, or to enforce the
performance of any provision of the Securities of that Series or this Indenture.


 


The Trustee may maintain a proceeding even if it does not possess
any of the Securities of that Series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative
to the extent permitted by law.


 


6.4. WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.


 


Subject to Sections 6.2, 6.7 and 8.2, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the right to waive any existing Default or Event of Default
with respect to such Series or compliance with any provision of this Indenture (with respect to such Series) or the Securities
of such Series. Upon any such waiver, such Default with respect to such Series shall cease to exist, and any Event of Default with
respect to such Series 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 Event of Default or impair any right consequent thereto. This Section 6.4 shall
be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from this Indenture and Section
as permitted by the TIA.


 


6.5. CONTROL BY MAJORITY.


 


Subject to Sections 6.2, 6.7 and 8.2, the Holders of a majority
in principal amount of the Securities of any Series then outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture with respect
to such Series. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture, or that the
Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal
liability; PROVIDED, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction. This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture and Section as permitted by the TIA.


 




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6.6. LIMITATION ON SUITS.


 


Subject to Section 6.7, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities of a Series unless:


 


(1) the Holder gives to the Trustee written notice
of a continuing Event of Default with respect to the Securities of that Series;


 


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


 


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


 


(4) the Trustee does not comply with the request within
60 days after receipt of the request and the offer of indemnity; 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 Securities
of such Series then outstanding.


 


A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder, or to obtain a preference or priority over another Securityholder.


 


6.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.


 


Notwithstanding any other provision of this Indenture, the right
of any Holder of a Security of a Series to receive payment of the principal of, and interest and premium, if any, on, the Security
of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit for the enforcement
of any such payment on or after such respective dates, is absolute and unconditional, and shall not be impaired or affected without
the consent of the Holder.


 


6.8. COLLECTION SUIT BY TRUSTEE.


 


If an Event of Default in payment of principal, interest or
premium, if any, specified in Section 6.1(1) or (2) with respect to Securities of any Series at the time outstanding occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company (or any
other obligor on the Securities of that Series) for the whole amount of unpaid principal and premium, if any, and accrued interest
remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the rate then borne by the Securities of that Series,
and such further amounts 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, as set forth in Section 7.7.


 




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6.9. TRUSTEE MAY FILE PROOFS OF CLAIM.


 


The Trustee may file such proofs of claim and other papers or
documents, and take other actions (including sitting on a committee of creditors), as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other
obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall be entitled
and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute
the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate
in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder 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 Securityholders,
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 7.7.


 


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


 


6.10. PRIORITIES.


 


If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:


 


FIRST: to the Trustee for amounts due under Section 7.7;


 


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


 


THIRD: to the Company.


 


The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder
a notice that states the record date, the payment date and amount to be paid.


 


6.11. UNDERTAKING FOR COSTS.


 


In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard
to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of the Securities
of a Series then outstanding.


 




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ARTICLE 7


 


TRUSTEE


 


7.1. DUTIES OF TRUSTEE.


 


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


 


(b) Except during the continuance of an Event of Default:


 


(1) The Trustee need perform only those duties that
are specifically set forth in this Indenture, and no covenants or obligations shall be implied in this Indenture against the Trustee.


 


(2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture, 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.


 


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


 


(1) This paragraph does not limit the effect of paragraph
(b) of this Section 7.1.


 


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


 


(3) The Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.2 and 6.5.


 


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


 




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(e) Whether or not therein expressly so provided, paragraphs
(a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this Indenture that in any way relates to the Trustee.


 


(f) The Trustee and Paying Agent shall not be liable for interest
on any money received by either of them, except as the Trustee and Paying Agent may agree in writing with the Company. Money held
in trust by the Trustee need not be segregated from other funds except to the extent required by the law.


 


(g) The Paying Agent, the Registrar and any authenticating agent
shall be entitled to the protections, immunities and standard of care set forth in paragraphs (a), (b), (c), (d) and (f) of this
Section 7.1 and in Section 7.2 with respect to the Trustee.


 


7.2. RIGHTS OF TRUSTEE.


 


(a) Subject to Section 7.1:


 


(1) The Trustee may rely on, and shall be protected
in acting or refraining from acting upon, any document reasonably believed by it to be genuine and to have been signed or presented
by the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(2) Before the Trustee acts or refrains from acting,
it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section
10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance
on such certificate or opinion.


 


(3) The Trustee may act through agents and attorneys,
and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.


 


(4) The Trustee shall not be liable for any action
it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.


 


(5) The Trustee may consult with counsel reasonably
acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law
shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(6) 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 pursuant to
the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred therein or thereby.


 




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(7) The Trustee shall not be deemed to have knowledge
of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible
Officer of the Trustee.


 


(8) Unless otherwise expressly provided herein or
in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee
shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except
to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (except as set forth in Section 4.4).


 


7.3. INDIVIDUAL RIGHTS OF TRUSTEE.


 


The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities, and may make loans to, accept deposits from, perform services for or otherwise deal with the
Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.


 


7.4. TRUSTEE’S DISCLAIMER.


 


The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities (except that the Trustee represents that it is duly authorized to execute and deliver this
Indenture and authenticate the Securities and perform its obligations hereunder), and the Trustee shall not be accountable for
the Company’s use of the proceeds from the sale of Securities or any money paid to the Company pursuant to the terms of this
Indenture, and the Trustee shall not be responsible for any statement in the Securities other than its certificates of authentication.


 


7.5. NOTICE OF DEFAULT.


 


If a Default or an Event of Default occurs and is continuing
with respect to the Securities of any Series, and if it is known to the Trustee, the Trustee shall mail to each Securityholder
of the Securities of that Series notice of the Default or the Event of Default, as the case may be, within 90 days after it occurs
or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default (except if such Default
or Event of Default has been validly cured or waived before the giving of such notice). Except in the case of a Default or an Event
of Default in payment of the principal of, or interest or premium, if any, on, any Security of any Series, the Trustee may withhold
the notice if and so long as the Board of Directors of the Trustee, the executive committee or any trust committee of such board
and/or its Responsible Officers in good faith determine(s) that withholding the notice is in the interests of the Securityholders
of that Series.


 




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7.6. REPORTS BY TRUSTEE TO HOLDERS.


 


If and to the extent required by the TIA, within 60 days after
April 1 of each year, commencing the April 1 following the date of this Indenture, the Trustee shall mail to each Securityholder
a brief report dated as of such April 1 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Sections
313(b) and 313(c).


 


A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of that Series are listed. The Company shall promptly
notify the Trustee when the Securities of any Series are listed on any stock exchange or any delisting thereof, and the Trustee
shall comply with TIA Section 313(d).


 


7.7. COMPENSATION AND INDEMNITY.


 


The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee’s compensation shall not be limited by any provision of law on compensation of
a trustee of an express trust. The Company shall reimburse the Trustee within 45 days after receipt of request for all reasonable
out-of-pocket disbursements and expenses incurred or made by it in connection with its duties under this Indenture, including the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the acceptance or performance of its duties under this
Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.


 


The failure by the Trustee to so notify the Company shall not
however relieve the Company of its obligations. Notwithstanding the foregoing, the Company need not reimburse the Trustee for any
expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or bad faith. To secure the
payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee except such money or property held in trust to pay the principal of, interest
and premium, if any, on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(4) or (5) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.


 


For purposes of this Section 7.7, the term “Trustee”
shall include any trustee appointed pursuant to this Article 7.


 




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7.8. REPLACEMENT OF TRUSTEE.


 


The Trustee may resign with respect to the Securities of one
or more Series by so notifying the Company in writing at least 90 days in advance of such resignation.


 


The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by notifying the removed Trustee in writing and may
appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall not be unreasonably
withheld. The Company may remove the Trustee with respect to that Series at its election if:


 


(1) the Trustee fails to comply with, or ceases to
be eligible under, Section 7.10;


 


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


 


(3) a Custodian or other public officer takes charge
of the Trustee or its property; or


 


(4) the Trustee otherwise becomes incapable of acting.


 


(5) If the Trustee resigns or is removed, or if a
vacancy exists in the office of Trustee, with respect to any Series of Securities for any reason, the Company shall promptly appoint,
by Board Resolution, a successor Trustee.


 


If a successor Trustee with respect to the Securities of one
or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the outstanding Securities of the applicable Series may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee with respect to the Securities of one or more
Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect
to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect
to such Series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii)
the successor Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee under this Indenture.
A successor Trustee with respect to the Securities of one or more Series shall mail notice of its succession to each Securityholder
of such Series.


 




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7.9. SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.


 


If the Trustee, or any Agent, consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10, the
successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.


 


7.10. ELIGIBILITY; DISQUALIFICATION.


 


This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the case of a Trustee that is a Person
included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a bank holding company system,
the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall resign immediately
in the manner and with the effect specified in this Article 7.


 


7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.


 


The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated therein.


 


7.12. PAYING AGENTS.


 


The Company shall cause each Paying Agent other than the Trustee
to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions
of this Section 7.12:


 


(1) that it will hold all sums held by it as agent
for the payment of the principal of, or interest or premium, if any, on, the Securities (whether such sums have been paid to it
by the Company or by any obligor on the Securities) in trust for the benefit of Holders of the Securities or the Trustee;


 


(2) that it will at any time during the continuance
of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together
with a full accounting thereof; and


 


(3) that it will give the Trustee written notice within
three Business Days after any failure of the Company (or by any obligor on the Securities) in the payment of any installment of
the principal of, or interest or premium, if any, on, the Securities when the same shall be due and payable.


 




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ARTICLE 8


 


AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


8.1. WITHOUT CONSENT OF HOLDERS.


 


The Company, when authorized by a Board Resolution, and the
Trustee may amend or supplement this Indenture or the Securities of one or more Series without notice to or consent of any Securityholder:


 


(1) to comply with Section 5.1;


 


(2) to provide for certificated Securities in addition
to uncertificated Securities;


 


(3) to comply with any requirements of the SEC under
the TIA;


 


(4) to cure any ambiguity, defect or inconsistency,
or to make any other change herein or in the Securities that does not materially and adversely affect the rights of any Securityholder;


 


(5) to provide for the issuance of, and establish
the form and terms and conditions of, Securities of any Series as permitted by this Indenture; or


 


(6) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of one or more Series, and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee.


 


The Trustee is hereby authorized to join with the Company in
the execution of any supplemental indenture authorized or permitted by the terms of this Indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental
indenture which adversely affects its own rights, duties or immunities under this Indenture.


 


8.2. WITH CONSENT OF HOLDERS.


 


(a) The Company, when authorized by a Board Resolution, and
the Trustee may amend or supplement this Indenture or the Securities of one or more Series with the written consent of the Holders
of not less than a majority in aggregate principal amount of the outstanding Securities of such Series affected by such amendment
or supplement without notice to any Securityholder. The Holders of not less than a majority in aggregate principal amount of the
outstanding Securities of each such Series affected by such amendment or supplement may waive compliance by the Company in a particular
instance with any provision of this Indenture or the Securities of such Series without notice to any Securityholder. Subject to
Section 8.4, without the consent of each Securityholder affected, however, an amendment, supplement or waiver may not:


 




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 (1) reduce the amount of Securities whose Holders must
consent to an amendment, supplement or waiver to this Indenture or the Securities;


 


(2) reduce the rate of, or change the time for payment
of, interest on any Security;


 


(3) reduce the principal, or change the Stated Maturity,
of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;


 


(4) make any Security payable in money other than
that stated in the Security;


 


(5) change the amount or time of any payment required
by the Securities, or reduce the premium payable upon any redemption of the Securities, or change the time before which no such
redemption may be made;


 


(6) waive a Default or Event of Default in the payment
of the principal of, or interest or premium, if any, on, any Security (except a rescission of acceleration of the Securities of
any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver
of the payment default that resulted from such acceleration);


 


(7) waive a redemption payment with respect to any
Security, or change any of the provisions with respect to the redemption of any Securities;


 


(8) make any changes in Section 6.6 or this Section
8.2, except to increase any percentage of Securities the Holders of which must consent to any matter; or


 


(9) take any other action otherwise prohibited by
this Indenture to be taken without the consent of each Holder affected thereby.


 


(b) Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Securityholders as aforesaid and of the documents described in Section 8.6, 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, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.


 


(c) It shall not be necessary for the consent of the Holders
under this section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.


 


After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure of the
Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental
indenture.


 




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8.3. COMPLIANCE WITH TRUST INDENTURE ACT.


 


Every amendment to, or supplement of, this Indenture or the
Securities shall comply with the TIA as then in effect.


 


8.4. REVOCATION AND EFFECT OF CONSENTS.


 


Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any such Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, if the Trustee receives the notice of revocation before
the date the amendment, supplement, waiver or other action becomes effective.


 


The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall
be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then, notwithstanding the preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall
be entitled to consent to such amendment, supplement or waiver, or to revoke any consent previously given, whether or not such
Persons continue to be Holders after such record date.


 


After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (1) through (9) of Section
8.2. In that case, the amendment, supplement, waiver or other action shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security; PROVIDED, that any such waiver shall not impair or affect the right of any Holder to receive payment of the principal
of, and interest and premium, if any, on, a Security, on or after the respective due dates expressed in such Security, or to bring
suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.


 


8.5. NOTATION ON OR EXCHANGE OF SECURITIES.


 


If an amendment, supplement or waiver changes the terms of a
Security of any Series, the Trustee may request the Holder of such Security to deliver it to the Trustee. In such case, the Trustee
shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively, the Company,
in exchange for such Security, may issue, and the Trustee shall authenticate, a new security that reflects the changed terms. Failure
to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement
or waiver.


 




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8.6. TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement
or waiver the Trustee shall be entitled to receive and, subject to Section 7.1, shall be fully protected in relying upon an Officers’
Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors of the Company approves it.


 


ARTICLE 9


 


DISCHARGE OF INDENTURE; DEFEASANCE


 


9.1. DISCHARGE OF INDENTURE.


 


The Company may terminate its obligations under the Securities
of any Series and this Indenture with respect to such Series, except the obligations referred to in the last paragraph of this
Section 9.1, if there shall have been canceled by the Trustee, or delivered to the Trustee for cancellation, all Securities of
such Series theretofore authenticated and delivered (other than any Securities of such Series that are asserted to have been destroyed,
lost or stolen and that shall have been replaced as provided in Section 2.8) and the Company has paid all sums payable by it hereunder
or deposited all required sums with the Trustee.


 


After such delivery the Trustee upon request shall acknowledge
in a writing prepared by or on behalf of the Company the discharge of the Company’s obligations under the Securities of such
Series and this Indenture, except for those surviving obligations specified below.


 


Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company in Sections 7.7, 9.5 and 9.6 shall survive.


 


9.2. LEGAL DEFEASANCE.


 


The Company may at its option, by Board Resolution, be discharged
from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4
below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by the 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, subject to Section 9.6, execute proper instruments acknowledging the same, as are delivered
to it by the Company), 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 funds described in Section 9.4 and
as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities
of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under
Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including
claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this
Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding
the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.


 




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9.3. COVENANT DEFEASANCE.


 


At the option of the Company, pursuant to a Board Resolution,
the Company shall be released from its obligations with respect to the outstanding Securities of any Series under Sections 4.2
through 4.5, inclusive, and Section 5.1, with respect to the outstanding Securities of such Series, on and after the date the conditions
set forth in Section 9.4 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance
means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein
to any such specified Section or portion thereof or by reason of any reference in any such specified section or portion thereof
to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall
be unaffected thereby.


 


9.4. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


 


The following shall be the conditions to application of Section
9.2 or Section 9.3 to the outstanding Securities of a Series:


 


(1) the Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply
with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B)
U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding
Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption
of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities
of such Series;


 


(2) no Event of Default or Default with respect to
the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be
continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such
deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall
not be deemed satisfied until the expiration of such period);


 




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(3) such Legal Defeasance or Covenant Defeasance shall
not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;


 


(4) such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is
a party or by which it is bound;


 


(5) the Company shall have delivered to the Trustee
an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee
will be required to register as an investment company under the Investment Company Act of 1940, as amended;


 


(6) in the case of an election under Section 9.2,
the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable
Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of
such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result
of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result
of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(7) in the case of an election under Section 9.3,
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;


 


(8) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article
9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have
been complied with;


 


(9) the Company shall have delivered to the Trustee
an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others; and


 


(10) the Company shall have paid, or duly provided
for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section
7.7.


 




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9.5. DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS
TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in respect of the outstanding Securities
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 as the Trustee may determine, to the Holders of such Securities, of all
sums due and to become due thereon in respect of principal, accrued interest and premium, if any, but such money need not be segregated
from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations deposited
pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Securities.


 


Anything in this Article 9 to the contrary notwithstanding,
but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee as provided
in Section 9.4 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 Legal Defeasance or Covenant Defeasance.


 


9.6. REINSTATEMENT.


 


If the Trustee or Paying Agent is unable to apply any money,
U.S. Government Obligations or Foreign Government Obligations in accordance with Section 9.1, 9.2, 9.3 or 9.4 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply
all such money, U.S. Government Obligations or Foreign Government Obligations, as the case may be, in accordance with Section 9.1,
9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or accrued interest or premium, if
any, on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government Obligations held by
the Trustee or Paying Agent.


 


9.7. MONEYS HELD BY PAYING AGENT.


 


In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee, or, if sufficient moneys have been deposited pursuant to Section 9.1, to the Company, and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.


 




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9.8. MONEYS HELD BY TRUSTEE.


 


Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company in trust for the payment of the principal of, or interest or premium, if any, on, any Security that are
not applied but remain unclaimed by the Holder of such Security for two years after the date upon which the principal of, or interest
or premium, if any, on, such Security shall have respectively become due and payable shall be repaid to the Company upon Company
Request, or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder
of such Security entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company
for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at
the expense of the Company, either mail to each Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar, or cause to be published once a week for two successive weeks, in a newspaper published in the English
language, customarily published each Business Day and of general circulation in the City of New York, New York, a notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing
or publication, any unclaimed balance of such moneys then remaining will be repaid to the Company. After payment to the Company
or the release of any money held in trust by the Company, Securityholders entitled to the money must look only to the Company for
payment as general creditors, unless applicable abandoned property law designates another Person.


 


ARTICLE 10


 


MISCELLANEOUS


 


10.1. TRUST INDENTURE ACT CONTROLS.


 


If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the TIA 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.


 


10.2. NOTICES.


 


Any notice or communication shall be given in writing and delivered
in Person, sent by facsimile (and receipt confirmed by telephone or electronic transmission report), delivered by commercial courier
service or mailed by first-class mail, postage prepaid, addressed as follows:


 




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If to the Company:


 


[●]


 


Copy to:


 


Pepper Hamilton LLP


3000 Two Logan Square


Eighteenth and Arch Streets


Philadelphia, PA 19103-2799


Fax: 866-422-3671


Attention: Steven J. Abrams, Esq.


 


If to the Trustee:





  


 


  


 


  


 


The Company or the Trustee by written notice to the other may
designate additional or different addresses for subsequent notices or communications. Any notice or communication to the Company
or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is
confirmed by telephone or electronic transmission report, if sent by facsimile; and three Business Days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given
until actually received by the addressee).


 


Any notice or communication mailed to a Securityholder shall
be mailed to such Securityholder by first-class mail, postage prepaid, at such Securityholder’s address shown on the register
kept by the Registrar.


 


Failure to mail, or any defect in, a notice or communication
to a Securityholder shall not affect its sufficiency with respect to other Securityholders. If a notice or communication to a Securityholder
is mailed in the manner provided above, it shall be deemed duly given, three Business Days after such mailing, whether or not the
addressee receives it.


 


In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification
as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.


 


In the case of Global Securities, notices or communications
to be given to Securityholders shall be given to the Depository, in accordance with its applicable policies as in effect from time
to time.


 




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In addition to the manner provided for in the foregoing provisions,
notices or communications to Securityholders shall be given by the Company by release made to Reuters Economic Services and Bloomberg
Business News.


 


10.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.


 


Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture
or the Securities of that Series or any other Series. The Company, the Trustee, the Registrar and any other Person shall have the
protection of TIA Section 312(c).


 


10.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


 


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


 


(1) an Officers’ Certificate (which shall include
the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and


 


(2) an Opinion of Counsel (which shall include the
statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.


 


10.5. STATEMENT REQUIRED IN CERTIFICATE AND OPINION.


 


Each certificate and opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other than pursuant to Section 4.4) shall include:


 


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


 


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


 


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


 


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


 


10.6. RULES BY TRUSTEE AND AGENTS.


 


The Trustee may make reasonable rules for action by or at meetings
of Securityholders. The Registrar and Paying Agent may make reasonable rules for their functions.


 




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10.7. BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.


 


A “Business Day” is a day that is not a Legal Holiday.
A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on which banking institutions are
not authorized or required by law, regulation or executive order to be open in the State of New York.


 


If a payment date is a Legal Holiday at a Place of Payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. “Place of Payment” means the place or places where the principal of, and interest and premium,
if any, on, the Securities of a Series are payable as specified as contemplated by Section 2.2. If the regular record date is a
Legal Holiday, the record date shall not be affected.


 


10.8. GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


10.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


 


This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt agreement
may be used to interpret this Indenture.


 


A director, officer, employee, stockholder or incorporator,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture.
Each Securityholder by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration
for the issuance of the Securities.


 


10.10. SUCCESSORS.


 


All covenants and agreements of the Company in this Indenture
and the Securities shall bind the Company’s successors and assigns, whether so expressed or not. All agreements of the Trustee,
any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and assigns.


 


10.11. MULTIPLE COUNTERPARTS.


 


The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.


 




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10.12. TABLE OF CONTENTS, HEADINGS, ETC.


 


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


 


10.13. SEVERABILITY.


 


Each provision of this Indenture shall be considered separable,
and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.


 


10.14. SECURITIES IN A FOREIGN CURRENCY OR IN EUROS.


 


Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal
amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there
are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars (including Euros), then
the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of
this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers
of that currency as published by the Federal Reserve Bank of New York; PROVIDED, HOWEVER, in the case of Euros, Market Exchange
Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published
in the Official Journal of the European Union (such publication or any successor publication, the “Journal”). If such
Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion
and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of Euros, the rate of
exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of Euros, rates of exchange
from one or more major banks in New York City or in the country of issue of the currency in question or, in the case of Euros,
in Luxembourg or such other quotations or, in the case of Euros, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities
pursuant to the terms of this Indenture.


 


All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in the Trustee’s sole
discretion, and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Company and all Holders.


 




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10.15. JUDGMENT CURRENCY.


 


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


 




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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first
above written.


  


	 	 	MEDGENICS, INC.
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	[Name of Trustee]
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title: