Exhibit
4.1


 


SKYWORKS SOLUTIONS, INC.

(as Issuer)


 


and


 


U.S. BANK NATIONAL ASSOCIATION

(as Trustee)


 


Indenture


 


Dated as of May 26, 2021


 


DEBT SECURITIES


 






     


     


    

 


SKYWORKS SOLUTIONS,
INC.


 


RECONCILIATION AND TIE BETWEEN
TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF MAY 26, 2021


 


	Section of Trust Indenture Act of 1939	Section(s) of Indenture
	Section 310(a)(1)	Section 5.09
	(a)(2)	Section 5.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	Section 5.09
	(b)	Section 5.08
	Section 311(a)	Section 5.13
	(b)	Section 5.13
	(c)	Not Applicable
	Section 312(a)	Section 6.01
	(b)	Section 6.02
	(c)	Section 6.02
	Section 313(a)	Section 6.03
	(b)	Section 6.03
	(c)	Section 6.03
	(d)	Section 6.03
	Section 314(a)	
    Section 6.04

    Section 6.05

	(b)	Not Applicable
	(c)(1)	
    Section 1.02

    Section 6.04

	(c)(2)	
    Section 1.02

    Section 6.04

	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	Section 1.02
	Section 315(a)	Section 5.01
	(b)	Section 5.02
	(c)	Section 5.01
	(d)	Section 5.01
	(e)	Section 4.14
	Section 316(a)(1)(A)	Section 4.12
	(a)(1)(B)	Section 4.13
	(a)(2)	Not Applicable
	(b)	Section 4.08
	Section 317(a)(1)	Section 4.03
	(a)(2)	Section 4.04
	(b)	Section 9.03
	Section 318(a)	Section 1.07





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


 






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TABLE OF CONTENTS


 


Page


 




	ARTICLE I

                                                                                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	SECTION 1.01.   	Definitions	1
	SECTION 1.02.   	Officer’s Certificates and Opinions	8
	SECTION 1.03.   	Form of Documents Delivered to Trustee	8
	SECTION 1.04.   	Acts of Holders	9
	SECTION 1.05.   	Notices, Etc., to Trustee and Issuer	10
	SECTION 1.06.   	Notice to Holders; Waiver	10
	SECTION 1.07.   	Conflict with Trust Indenture Act	10
	SECTION 1.08.   	Effect of Headings and Table of Contents	11
	SECTION 1.09.   	Successors and Assigns	11
	SECTION 1.10.   	Separability Clause	11
	SECTION 1.11.   	Benefits of Indenture	11
	SECTION 1.12.   	Governing Law	11
	SECTION 1.13.   	Counterparts	11
	SECTION 1.14.  	Legal Holidays	11
	SECTION 1.15.   	Waiver of Jury Trial	12
	SECTION 1.16.   	U.S.A. Patriot Act	12
	ARTICLE II

                                                                                THE NOTES

	SECTION 2.01.   	Form and Dating	12
	SECTION 2.02.   	Execution and Authentication	16
	SECTION 2.03.   	Temporary Notes	16
	SECTION 2.04.   	Registration, Transfer and Exchange	16
	SECTION 2.05.   	Mutilated, Destroyed, Lost and Stolen Notes	19
	SECTION 2.06.   	Payment of Interest; Interest Rights Preserved	20
	SECTION 2.07.   	Persons Deemed Owners	21
	SECTION 2.08.   	Cancellation	21
	SECTION 2.09.   	Computation of Interest	21
	SECTION 2.10.   	CUSIP Numbers	21
	ARTICLE III

                                                                                DISCHARGE OF INDENTURE

	SECTION 3.01.   	Discharge of Indenture	22
	SECTION 3.02.   	Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S., Government Obligations	23
	SECTION 3.03.   	Application of Trust Money	24
	SECTION 3.04.   	Paying Agent to Repay Moneys Held	25
	SECTION 3.05.   	Return of Unclaimed Amounts	25
	SECTION 3.06.   	Reinstatement	25



 






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	ARTICLE IV

                                                                                REMEDIES

	SECTION 4.01.   	Events of Default	25
	SECTION 4.02.   	Acceleration of Maturity; Rescission and Annulment	27
	SECTION 4.03.   	Collection of Indebtedness and Suits for Enforcement	28
	SECTION 4.04.   	Trustee May File Proofs of Claim	29
	SECTION 4.05.   	Trustee May Enforce Claims Without Possession of Notes	29
	SECTION 4.06.   	Application of Money Collected	30
	SECTION 4.07.   	Limitation on Suits	30
	SECTION 4.08.   	Unconditional Right of Holders to Receive Payment of Principal, Premium and Interest	30
	SECTION 4.09.   	Restoration of Rights and Remedies	31
	SECTION 4.10.   	Rights and Remedies Cumulative	31
	SECTION 4.11.   	Delay or Omission Not Waiver	31
	SECTION 4.12.   	Control by Holders	31
	SECTION 4.13.   	Waiver of Past Defaults	32
	SECTION 4.14.   	Undertaking for Costs	32
	SECTION 4.15.   	Waiver of Stay or Extension Laws	32
	ARTICLE V

                                                                                THE TRUSTEE

	SECTION 5.01.   	Certain Duties and Responsibilities of Trustee	32
	SECTION 5.02.   	Notice of Defaults	33
	SECTION 5.03.   	Certain Rights of Trustee	34
	SECTION 5.04.   	Not Responsible for Recitals or Issuance of Notes	35
	SECTION 5.05.   	May Hold Notes	35
	SECTION 5.06.   	Money Held in Trust	35
	SECTION 5.07.   	Compensation and Reimbursement	35
	SECTION 5.08.   	Disqualification; Conflicting Interests	36
	SECTION 5.09.   	Corporate Trustee Required; Eligibility	36
	SECTION 5.10.   	Resignation and Removal; Appointment of Successor	37
	SECTION 5.11.   	Acceptance of Appointment by Successor	38
	SECTION 5.12.   	Merger, Conversion, Consolidation or Succession to Business	39
	SECTION 5.13.   	Preferential Collection of Claims Against Issuer	39
	SECTION 5.14.   	Appointment of Authenticating Agent	39
	ARTICLE VI

                                                                                HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

	SECTION 6.01.   	Issuer to Furnish Trustee Names and Addresses of Holders	41
	SECTION 6.02.   	Preservation of Information; Communications to Holders	41
	SECTION 6.03.   	Reports by Trustee	41
	SECTION 6.04.   	Reports by Issuer	42
	SECTION 6.05.   	Compliance Certificate	42



 






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	ARTICLE VII

                                                                                CONSOLIDATION, MERGER OR TRANSFER

	SECTION 7.01.   	When Issuer May Merge or Transfer Assets	43
	SECTION 7.02.   	Successor Entity Substituted	43
	ARTICLE VIII

                                                                                SUPPLEMENTAL INDENTURES

	SECTION 8.01.   	Supplemental Indentures Without Consent of Holders	43
	SECTION 8.02.   	Supplemental Indentures with Consent of Holders	44
	SECTION 8.03.   	Execution of Supplemental Indentures	45
	SECTION 8.04.   	Effect of Supplemental Indentures	46
	SECTION 8.05.   	Conformity with Trust Indenture Act	46
	SECTION 8.06.   	Documents to Be Given to Trustee	46
	SECTION 8.07.   	Notation on Notes in Respect of Supplemental Indentures	46
	ARTICLE IX

                                                                                COVENANTS

	SECTION 9.01.   	Payment of Principal, Premium and Interest	46
	SECTION 9.02.   	Maintenance of Office or Agency	47
	SECTION 9.03.   	Money for Note Payments to be Held in Trust	47
	SECTION 9.04.   	Certificate to Trustee	48
	SECTION 9.05.   	Existence	48
	SECTION 9.06.   	Limitation on Liens	48
	SECTION 9.07.   	Limitation on Sale-Leaseback Transactions	49
	ARTICLE X

                                                                                REDEMPTION OF NOTES

	SECTION 10.01.   	Optional Redemption	50
	SECTION 10.02.   	Mandatory Redemption	50


 






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THIS INDENTURE, between Skyworks Solutions, Inc.,
a Delaware corporation (the “Issuer”), having its principal office at 5260 California Avenue, Irvine, California 92617,
and U.S. Bank National Association, as trustee (the “Trustee”), is made and entered into as of this 26th day of May,
2021.


 


RECITALS OF THE ISSUER


 


WHEREAS, the Issuer has duly authorized the issuance
from time to time of its debt securities in one or more series (the “Notes”) up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication,
delivery and administration thereof,


 


WHEREAS, the Issuer has duly authorized the execution
and delivery of this Indenture; and


 


WHEREAS, all things necessary to make this Indenture
a valid agreement of the Issuer, in accordance with its terms, have been done.


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases
of the Notes by the Holders (as hereinafter defined) thereof, the Issuer and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective Holders from time to time of the Notes or any series thereof as follows:


 


ARTICLE
I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.01.                   Definitions. For all purposes of this Indenture, and of any indenture supplemental hereto, except as otherwise expressly
provided or unless the context otherwise requires:


 


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


 


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


 


(3)          
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and


 


(4)          
all references in this instrument to designated “Articles,” “Sections” and other subdivisions are to the
designated Articles, Sections and other subdivisions of this instrument as originally executed. 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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“Act” when used with respect
to any Holder, has the meaning specified in Section 1.04.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Attributable Debt” has the
meaning specified in Section 9.07.


 


“Authenticating Agent” means
any Person authorized by the Trustee to authenticate Notes under Section 5.14.


 


“Authentication Order” has the
meaning specified in Section 2.02(1).


 


“Bankruptcy Code” means title
11, U.S. Code, as amended, or any similar state or federal law for the relief of debtors.


 


“Board of Directors” means (i)
the Board of Directors of the Issuer, (ii) any committee of such Board of Directors, (iii) any committee of officers of the Issuer or
(iv) any officer of the Issuer, in the cases of clauses (ii)-(iv), authorized with respect to any matter to exercise the powers of the
Board of Directors of the Issuer.


 


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


 


“Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized
or required by law, regulation or executive order to be closed.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such person under GAAP; and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.


 


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


 


“Company Request” or “Company
Order” means a written request or order, respectively, signed in the name of the Issuer by any Officer thereof and delivered
to the Trustee.


 






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“Consolidated Net Tangible Assets”
means, as of the time of determination, (a) the total assets of the Issuer and its subsidiaries determined on a consolidated basis in
accordance with GAAP minus (b) the sum of (i) current liabilities of the Company and its subsidiaries, except for current maturities of
long-term Indebtedness and Capital Lease Obligations, and (ii) goodwill and other intangible assets of the Issuer and its subsidiaries,
in each case determined on a consolidated basis in accordance with GAAP, all as reflected in the most recent consolidated balance sheet
prepared by the Issuer in accordance with GAAP contained in an annual report on Form 10-K or a quarterly report on Form 10-Q timely filed
or any amendment thereto (and not subsequently disclaimed as not being reliable by the Issuer) prior to the time as of which “Consolidated
Net Tangible Assets” is being determined.


 


“Corporate Trust Office” means
the office of the Trustee in the City of New York at which at any particular time this Indenture shall be principally administered, which
office at the date hereof is located at U.S. Bank National Association, 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071; Attn:
B. Scarbrough (Skyworks Solutions, Inc.).


 


“Covenant Defeasance” has the
meaning specified in Section 3.02.


 


“Custodian” means the Person
appointed by the Issuer to act as custodian for the Depositary, which Person shall be the Trustee unless and until a successor Person
is appointed by the Issuer.


 


“Defaulted Interest” has the
meaning specified in Section 2.06(2).


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with this Indenture.


 


“Depositary” means with respect
to the Notes of any series issuable or issued in whole or in part in global form, the Person designated as Depositary for such series
by the Issuer pursuant to Section 2.01 or 2.04, unless and until a successor Depositary for such series shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Depositary” with respect to the Notes of a series shall mean
or include each Person who is then a Depositary hereunder with respect to such series.


 


“Discharged” has the meaning
specified in Section 3.02.


 


“DTC” has the meaning specified
in Section 2.04(2).


 


“Event of Default” has the meaning
specified in Section 4.01.


 


“Exchange Act” means the U.S.
Securities Exchange Act of 1934 (or any successor Act), as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“GAAP” means generally accepted
accounting principles in the United States of America in effect on the date of the Indenture.


 


“Global Note” means each note
in global form issued in accordance with this Indenture and bearing the Global Note Legend.


 






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“Global Note Legend” means the
legend set forth in Section 2.01(2), which is required to be placed on all Global Notes issued pursuant to this Indenture.


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase
assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into
for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements
for collection or deposit in the ordinary course of business. The term “guarantee,” when used as a verb, has a correlative
meaning.


 


“Holder” and “Holder
of Notes” means a Person in whose name a Note is registered in the Security Register.


 


“Incur” means issue, assume,
guarantee or otherwise become liable for.


 


“Indebtedness” means, with respect
to any Person, obligations (other than Non-recourse Obligations) of such Person for borrowed money (including, without limitation, indebtedness
for borrowed money evidenced by notes, bonds, debentures or similar instruments).


 


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


 


“Interest Payment Date,” when
used with respect to any Note, means the date specified in such Note on which an installment of interest on such Note is scheduled to
be paid.


 


“Issue Date” of any Note (or
portion thereof) means the earlier of (a) the date of such Note or (b) the date of any Note (or portion thereof) for which such Note was
issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Legal Defeasance” has the meaning
specified in Section 3.02.


 


“Maturity” when used with respect
to any Note, means the date on which all or a portion of the principal amount outstanding under such Note becomes due and payable, whether
on the Maturity Date or by declaration of acceleration, call for redemption, or otherwise.


 


“Maturity Date” when used with
respect to any Note or any installment of principal thereof, means the date specified in such Note as the fixed date on which the principal
of such Note or such installment of principal becomes due and payable.


 


“Non-recourse Obligation” means
Indebtedness or other obligations substantially related to the financing of a project involving the development or expansion of properties
of the Issuer or any direct or indirect subsidiaries of the Issuer, as to which the obligee with respect to such indebtedness or obligation
has no recourse to the Issuer or any direct or indirect subsidiary of the Issuer or such subsidiary’s assets other than the assets
which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds
thereof).


 






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“Notes” has the meaning specified
in the Recitals of the Issuer on the first page of this Indenture, including any replacement Notes issued therefor in accordance with
this Indenture.


 


“Issuer” means Skyworks Solutions,
Inc., a Delaware corporation, unless and until a successor entity or assign shall have assumed the obligations of the Issuer under this
Indenture and the Notes and thereafter “Issuer” shall mean such successor entity or assign.


 


“Officer” means the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary, the Assistant Secretary or any Vice-President of the Issuer.


 


“Officer’s Certificate”
means, with respect to any Person, a certificate signed on behalf of such Person by any Officer of such Person that meets the applicable
requirements of this Indenture.


 


“Opinion of Counsel” means,
with respect to the Issuer or the Trustee, a written opinion of counsel to the Issuer or the Trustee, as the case may be, which counsel
may be an employee of the Issuer or the Trustee who is reasonably satisfactory to the Trustee, as the case may be.


 


“Outstanding” when used with
respect to the Notes or any series of Notes, means, as of the date of determination, all Notes or all Notes of such series, as the case
may be, theretofore authenticated and delivered under this Indenture, except:


 


(a)             
such Notes or such Notes of such series, as the case may be, theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


 


(b)             
such Notes or such Notes of such series, as the case may be, or portions thereof, for whose payment or redemption money in the
necessary amount has been theretofore deposited in trust with the Trustee or with any Paying Agent other than the Issuer, or, if the Issuer
shall act as its own Paying Agent, has been set aside and segregated in trust by the Issuer; provided, in any case, that if such
Notes or such Notes of such series, as the case may be, are to be redeemed prior to their Maturity Date, notice of such redemption has
been duly given pursuant to any redemption provision adopted under Section 2.01 of this Indenture or provision therefor satisfactory to
the Trustee has been made;


 


(c)              
such Notes or such Notes of such series, as the case may be, in exchange for or in lieu of which other Notes or other Notes of
such series, as the case may be, have been authenticated and delivered pursuant to this Indenture, or which shall have been paid, in each
case, pursuant to the terms of Section 2.05 (except with respect to any such Note or any such Note of such series, as the case may be,
as to which proof satisfactory to the Trustee is presented that such Note or such Note of such series, as the case may be, is held by
a person in whose hands such Notes or such Notes of such series, as the case may be, is a legal, valid, and binding obligation of the
Issuer); and


 






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(d)             
 solely to the extent provided in Article III, Notes or Notes of such series, as the case may be, which are subject to Legal Defeasance
or Covenant Defeasance as provided in Section 3.02. In determining whether the Holders of the requisite principal amount of such Notes
or Notes of such series, as the case may be, Outstanding have given a direction concerning the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under
this Indenture, or concerning a consent on behalf of the Holders of the Notes or the Holders of the Notes of such series, as the case
may be, to the waiver of any past default and its consequences, Notes or the Notes of such series, as the case may be, owned by the Issuer,
any other obligor upon the Notes or Notes of such series, as the case may be, or any Affiliate of the Issuer or such other obligor shall
be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any request, demand,
authorization, direction, notice, consent, or waiver hereunder, only Notes or Notes of such series, as the case may be, which a Responsible
Officer assigned to the corporate trust department of the Trustee knows to be owned by the Issuer or any other obligor upon the Notes
or the Notes of such series, as the case may be, or any Affiliate of the Issuer or such other obligor shall be so disregarded. Notes or
Notes of such series, as the case may be, so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Notes or Notes of such series,
as the case may be, and that the pledgee is not the Issuer or any other obligor upon the Notes or the Notes of such series, as the case
may be, or any Affiliate of the Issuer or such other obligor.


 


“Paying Agent” means any Person
appointed by the Issuer to distribute amounts payable by the Issuer on the Notes. The Issuer may act as its own Paying Agent. As of the
date of this Indenture, the Issuer has appointed the Trustee as Paying Agent with respect to all Notes issuable hereunder.


 


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


 


“Place of Payment” means the
place specified pursuant to Section 9.02.


 


“Predecessor Notes” of any particular
Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the
purposes of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a lost, destroyed, mutilated, or stolen
Note shall be deemed to evidence the same debt as the lost, destroyed, mutilated, or stolen Note.


 


“Record Date” means any date
as of which the Holder of a Note of any series will be determined for any purpose described herein, such determination to be made as of
the close of business on such date by reference to the Security Register, and in relation to a determination of a payment of an installment
of interest on the Notes of any series, shall have the meaning specified in such series of Notes.


 






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“Redemption Date” when used
with respect to any Notes to be redeemed, means the date fixed for such redemption in any notice of redemption issued pursuant to any
redemption provision adopted under Section 2.01 of this Indenture.


 


“Redemption Price” when used
with respect to any Notes to be redeemed, means the price specified in any optional redemption provision pursuant to Section 2.01(1)(v)(f).


 


“Registrar” means the Person
who maintains the Security Register, which Person shall be the Trustee unless and until a successor Registrar is appointed by the Issuer.


 


“Responsible Officer” when used
with respect to the Trustee, means any officer of the Trustee having direct responsibility for the administration of this Indenture and
also means, with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.


 


“Sale and Leaseback Transaction”
has the meaning specified in Section 9.07.


 


“Securities Act” means the U.S.
Securities Act of 1933 (or any successor Act), as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Security Register” has the
meaning specified in Section 2.04.


 


“Significant Subsidiary” has
the meaning set forth in Rule 1-02(w) of Regulation S-X under the Securities Act.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.06.


 


“Subsidiary” means, with respect
to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power
or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by
the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939, as amended, as in force as of the date hereof; provided that, with respect to every supplemental
indenture executed pursuant to this Indenture, “Trust Indenture Act” or “TIA” shall mean the Trust
Indenture Act of 1939, as then in effect.


 


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


 






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“U.S. Government Obligations”
means (a) securities that are direct obligations of the United States of America, the payment of which is unconditionally guaranteed by
the full faith and credit of the United States of America and (b) securities that are obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed by the
full faith and credit of the United States of America, and also includes depository receipts issued by a bank or trust company as custodian
with respect to any of the securities described in the preceding clauses (a) and (b), and any payment of interest or principal payable
under any of the securities described in the preceding clauses (a) and (b) that is held by such custodian for the account of the holder
of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt, or from any amount received by the custodian in respect of such securities,
or from any specific payment of interest or principal payable under the securities evidenced by such depository receipt.


 


SECTION 1.02.                  
Officer’s Certificates and Opinions. Every Officer’s Certificate, Opinion of Counsel and other certificate or
opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the Trustee shall include the following:


 


(1)              
a statement that each individual signing such certificate or opinion has read all covenants and conditions of this Indenture relating
to such proposed action, including the definitions of all applicable capitalized terms;


 


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


 


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


 


(4)              
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


SECTION 1.03.                    Form of Documents Delivered to Trustee.


 


(1)              
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons
as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


(2)             
Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, legal counsel, unless such officer knows that any such certificate, opinion, or representation is
erroneous. Any opinion of counsel for the Issuer may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Issuer, unless such counsel knows that any such certificate, opinion, or representation
is erroneous.


 






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(3)             
 Where any Person is required to make, give, or execute two or more applications, requests, consents, certificates, statements,
opinions, or other instruments under this Indenture, such instruments may, but need not, be consolidated and form a single instrument.


 


SECTION 1.04.                    Acts of Holders.


 


(1)             
Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and (if expressly required by the applicable terms of this
Indenture) to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive
in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.04.


 


(2)             
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer
of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(3)             
The ownership of Notes shall for all purposes be determined by reference to the Security Register, as such register shall exist
as of the applicable Record Date.


 


(4)              
If the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action,
the Issuer may, at its option, by Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other action, but the Issuer shall have no obligation to do so.
If such Record Date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before
or after such Record Date, but only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for
the purpose of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Notes Outstanding shall
be computed as of such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record
Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months
after such Record Date.


 


(5)              
 Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind each
subsequent Holder of such Note, and each Holder of any Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, with respect to anything done or suffered to be done by the Trustee or the Issuer in reliance upon such action, whether
or not notation of such action is made upon such Note.


 






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SECTION
1.05.                    Notices, Etc., to Trustee and Issuer. Any request, order, authorization, direction, consent, waiver or other action to be
taken by the Trustee, the Issuer or the Holders hereunder (including any Authentication Order), and any notice to be given to the Trustee
or the Issuer with respect to any action taken or to be taken by the Trustee, the Issuer or the Holders hereunder, shall be sufficient
if made in writing and


 


(1)              
if to be furnished or delivered to or filed with the Trustee by the Issuer or any Holder, delivered to the Trustee at its Corporate
Trust Office, or


 


(2)              
if to be furnished or delivered to the Issuer by the Trustee or any Holder, and except as otherwise provided in Section 4.01(3),
mailed to the Issuer, first-class postage prepaid, at the following address: c/o Skyworks Solutions, Inc., 5260 California Avenue, Irvine,
California 92617 Attention: Contracts and General Counsel, Facsimile No.: (949) 725-1772, Telephone No.: (949) 231-3000 or at any other
address hereafter furnished in writing by the Issuer to the Trustee.


 


SECTION 1.06.                   Notice to Holders; Waiver. Where this Indenture or any Note provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise expressly provided herein or in such Note) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register as of the applicable Record
Date, if any, not later than the latest date or earlier than the earliest date prescribed by this Indenture or such Note for the giving
of such notice; provided, that if the Holder to which any such notice or communication is to be mailed, delivered or otherwise
transmitted is a Depositary or its nominee, such notice or communication may instead be given by such other means as may be required or
permitted by the procedures of the Depositary. In any case where notice to Holders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it
shall be impractical to mail notice of any event to any Holder when such notice is required to be given pursuant to any provision of this
Indenture or the applicable Note, then any method of notification as shall be satisfactory to the Trustee and the Issuer shall be deemed
to be sufficient for the giving of such notice.


 


SECTION
1.07.                    Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which
is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control.


 






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SECTION
1.08.                    Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents hereof are for convenience only and shall not affect the construction
of any provision of this Indenture.


 


SECTION
1.09.                   Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns,
whether so expressed or not.


 


SECTION 1.10.                   Separability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION
1.11.                    Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, shall give to any Person, other than
the parties hereto, their successors hereunder, the Authenticating Agent, the Registrar, any Paying Agent, and the Holders of Notes (or
such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


SECTION
1.12.                    Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO RULES GOVERNING THE CONFLICT OF LAWS.


 


SECTION
1.13.                   Counterparts. This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of which shall together constitute but one and the same instrument. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed
in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means. Any communication sent to Trustee under this Indenture that requires a signature must be
in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Conga Sign (or such other
digital signature provider as specified in writing to Trustee by an authorized representative of the Issuer). The Issuer agrees to assume
all risks arising out of its use of digital signatures and electronic methods to submit communications to Trustee, including the risk
of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.


 


SECTION
1.14.                    Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Maturity Date or other payment date shall not
be a Business Day, then (notwithstanding any other provisions of this Indenture or of the Notes) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as
if made on the Interest Payment Date, Redemption Date, Maturity Date or other payment date; provided that no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date, Maturity Date or other payment date, as the case may be.


 






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SECTION
1.15.                    Waiver of Jury Trial. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


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


 


ARTICLE
II

THE NOTES


 


SECTION
2.01.                    Form and Dating.


 


(1)              
General.


 


(i)                The Notes of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by
or pursuant to a Board Resolution, Officer’s Certificate or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to
comply with any law, stock exchange rule or DTC rule or usage or with any rules or regulations pursuant thereto, all as may, consistently
herewith, be determined by the Officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated
the date of its authentication. The Issuer shall furnish any such legends to the Trustee in writing.


 


(ii)               The Definitive Notes,
if any, shall be printed, lithographed or engraved or produced by any combination of those methods on steel engraved borders or may be
produced in any other manner permitted by any applicable rule of any securities exchange, all as determined by the Officers executing
such Notes, as evidenced by their execution of such Notes.


 


(iii)              The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their
execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Nothing in the preceding
sentence shall, however, limit the effect of the second paragraph of Section 2.02(1). However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. All Notes
of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to
such resolution of the Board of Directors or in any such indenture supplemental hereto.


 









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


 


(v)             
The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes may
be issued in one or more series. There shall be established in or pursuant to a resolution of the Board of Directors and set forth in
an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series:


 


(a)              
the title of the Notes of the series (which shall distinguish the Notes of the series from all other Notes);


 


(b)             
any limit upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this Indenture
(except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the
series pursuant to Section 2.03, 2.04, 2.05, 8.07 or any optional redemption provision pursuant to Section 2.01(1)(v)(f));


 


(c)              
the date or dates on which the principal of the Notes of the series is payable;


 


(d)              
the rate or rates at which the Notes of the series shall bear interest, if any, or the method by which such rate shall be determined,
the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Record
Dates, if any, for the determination of Holders to whom interest is payable;


 


(e)              
the place or places where the principal of and any premium and interest on the Notes of the series shall be payable;


 


(f)               any optional redemption, mandatory redemption, sinking fund and any change of control put provisions;


 


(g)               if other than the principal amount thereof, the portion of the principal amount of Notes of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 4.02;


 


(h)               the issue date;


 


(i)                the designation of the currency, currencies or currency units in which payment of the principal of, premium and interest, if any,
on the Notes of the series will be made if other than U.S. dollars;


 


(j)                the provisions, if any, relating to any security provided for the Notes of the series, and any subordination in right of payment,
if any, of the Notes of the series;


 









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(k)              
 the issue price (expressed as a percentage of the aggregate principal amount of the Notes) at which the Notes will be issued;


 


(l)                if the Notes of the series are issuable in whole or in part in the form of Definitive Notes or as one or more Global Notes, and
if so, the identity of the Depositary for such Global Notes if other than DTC;


 


(m)              any other terms of the
series (which may supplement, modify or delete any provisions of this Indenture);


 


(n)             
if the Notes of such series will be convertible into or exchangeable for shares of common stock, preferred stock or other securities
of the Issuer or any other Person, the terms and conditions upon which such Notes will be so convertible or exchangeable;


 


(o)             
any additions to, deletions of or changes in the Events of Default which apply to the Notes of the series; and


 


(p)             
any covenants of the Issuer with respect to the Notes of a particular series if not set forth herein.


 


Notwithstanding Section 2.01(1)(v)(b) and unless otherwise expressly
provided with respect to a series of Notes, the aggregate principal amount of a series of Notes may be increased and additional Notes
of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased; provided
that, any such additional Notes shall have identical terms as the outstanding Notes of such series, other than with respect to the date
of issuance, issue price, first Interest Payment Date, interest accrual date and amount of interest payable on the first Interest Payment
Date applicable thereto; provided further, that any such additional Notes shall be treated as a single class with the outstanding
Notes of such series for all purposes under this Indenture.


 


(2)             
Global Notes.


 


(i)                If the Issuer shall establish pursuant to Section 2.01(1) above that the Notes of a series or a portion thereof are to be issued
in the form of one or more Global Notes, then the Issuer shall execute and the Trustee shall authenticate and make available for delivery
one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all
of the Notes of such series issued in such form and not yet cancelled, (b) shall be registered, in the name of the Depositary designated
for such Global Note pursuant to Section 2.04, or in the name of a nominee of such Depositary, (c) shall be deposited with the Trustee,
as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note Legend”):


 


THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE REFERRED TO HEREINAFTER.


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF.


 






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(ii)               Each Depositary designated
pursuant to Section 2.01 or 2.04 for a Global Note must, at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary
is required to be so registered in order to act as depositary.


 


(iii)              Any
Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time
be increased or decreased by adjustments made on the records of the Registrar, as provided in this Indenture.


 


(3)              
Trustee’s Certificate of Authentication.


 


The Trustee’s Certificate of Authentication
shall be in substantially the following form:


 


This is one of the Notes referred to in the within-mentioned
Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION

as Trustee
	 	 
	 	By:	 
	 	Authorized signatory 



 






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SECTION 2.02.                   
Execution and Authentication.


 


(1)               At
any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes of any series
executed on behalf of the Issuer by any Officer to the Trustee for authentication, and the Trustee, upon receipt of a written order
of the Issuer specifying the principal amount and registered Holder of each Note and whether such Note shall be a Definitive Note or
a Global Note, and signed by an Officer (the “Authentication Order”) shall thereupon in accordance with the procedures
acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such
Notes to or upon the written order of the Issuer, without any further action by the Issuer except as set forth in this Section 2.02.
The signature of any Officer on the Notes may be manual, facsimile or by other electronic means. Typographical and other minor
errors or defects in any such signature shall not affect the validity or enforceability of any Note that has been duly authenticated
and delivered by the Trustee. In authenticating such Notes and accepting the additional responsibilities under this Indenture in
relation to such Notes, the Trustee shall receive, and (subject to Section 5.01) shall be fully protected in relying upon:


 


(a)              
a copy of the Board Resolution relating to such series;


 


(b)             
an executed supplemental indenture, if any, and the documentation required to be delivered pursuant to Section 8.06;


 


(c)              
an Officer’s Certificate setting forth the form or forms and terms of the Notes of such series pursuant to Section 2.01(1)(v),
and prepared in accordance with Section 1.02; and


 


(d)              
an Opinion of Counsel, prepared in accordance with Section 1.02.


 


(2)              
Notes bearing the manual or facsimile signatures of individuals who were at any time on or after the date hereof the proper officers
of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the date of such Notes.


 


(3)              
The Notes shall be in fully registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof, unless otherwise specified in the Officer’s Certificate or supplemental indenture relating to a particular series
of Notes.


 


SECTION
2.03.                   Temporary Notes. Until certificates representing Notes of a series are ready for delivery, the Issuer may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate and deliver temporary Notes of such series. Temporary Notes shall
be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes
and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
Definitive Notes of a series in exchange for temporary Notes of such series. Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.


 


SECTION
2.04.                     Registration, Transfer and Exchange.


 


(1)              
Securities Register. The Trustee shall keep a register of the Notes (the “Security Register”) which shall
provide for the registration of such Notes, and for transfers of such Notes in accordance with information, if any, to be provided to
the Trustee by the Issuer, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written form
or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained
in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or
agency to be maintained by the Issuer pursuant to Section 9.02.


 


Upon due presentation for registration of transfer
of any Note at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Issuer pursuant to Section
9.02, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Notes of authorized denominations, of a like aggregate principal amount, series and Maturity Date.


 









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(2)              
Transfer of Global Notes. Any other provision of this Section 2.04 notwithstanding, unless and until it is exchanged in
whole or in part for Definitive Notes, a Global Note representing all or a portion of the Notes of a series may not be transferred except
as a whole by the Depositary to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee
of such Depositary, or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


The Issuer initially appoints The Depository Trust
Company (“DTC”) to act as Depositary with respect to the Global Notes of each series.


 


(3)              
Legends.


 


Each Global Note shall bear the legend specified
in clause (i) of Section 2.01(2) on the face thereof.


 


(4)              
Definitive Notes.


 


(i)                Notwithstanding any other provisions of this Indenture or the Notes, a Global Note may be exchanged for Notes of the same series
registered in the names of any Person designated by the Depositary in the event that (a) the Depositary has notified the Issuer that it
is unwilling or unable to continue as Depositary for such Global Note or such Depositary has ceased to be a “clearing agency”
registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as depositary, and the
Issuer has not appointed a successor Depositary within 90 days of receiving such notice or of becoming aware of such cessation, (b) an
Event of Default has occurred and is continuing with respect to the applicable Notes, or (c) the Issuer, in its sole discretion, determines
that the applicable Notes issued in the form of Global Notes shall no longer be represented by such Global Notes as evidenced by a Company
Order delivered to the Trustee. Any Global Note exchanged pursuant to clause (a) or (c) above shall be so exchanged in whole and not in
part and any Global Note exchanged pursuant to clause (b) above may be exchanged in whole or from time to time in part as directed by
the Depositary. Any Note issued in exchange for a Global Note of the same series or any portion thereof shall be a Global Note, provided
that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a
Global Note.


 


(ii)               If at any time the Depositary
for the Notes of any series notifies the Issuer that it is unwilling or unable to continue as Depositary for such Notes or if the Depositary
has ceased to be a “clearing agency” registered under the Exchange Act at a time when the Depositary is required to be so
registered in order to act as depositary, the Issuer may within 90 days of receiving such notice or of becoming aware of such cessation
appoint a successor Depositary with respect to such Notes.


 









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(iii)              If, in accordance with
this Section 2.04(4), Notes of any series in global form will no longer be represented by Global Notes, the Issuer will execute, and
the Trustee, upon receipt of an Authentication Order, will authenticate and make available for delivery, Definitive Notes of such series
in an aggregate principal amount equal to the principal amount of the Global Notes of such series, in exchange for such Global Notes.


 


(iv)              If a Definitive Note
is issued in exchange for any portion of a Global Note after the close of business at the office or agency where such exchange occurs
on any Record Date for the payment of interest and before the opening of business at such office or agency on the next succeeding Interest
Payment Date, interest shall not be payable on such Interest Payment Date in respect of such Definitive Notes, but shall be payable on
such Interest Payment Date only to the Person to whom interest in respect of such portion of such Global Note is payable in accordance
with the provisions of this Indenture.


 


(v)             
Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.04(4) shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee (or an Authenticating
Agent appointed pursuant to this Indenture) shall authenticate and make available for delivery Definitive Notes at the Registrar’s
request, and upon direction of the Issuer. No service charge shall be made for any registration of transfer or exchange, but the Issuer
or the Trustee may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection with
any registration of transfer or exchange.


 


(vi)             When Definitive Notes
are presented to the Trustee with a request to register the transfer of such Definitive Notes or to exchange such Definitive Notes for
an equal principal amount of Definitive Notes of other authorized denominations of the same series, the Trustee shall register the transfer
or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Definitive
Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Issuer and the Trustee, duly executed by the Holder thereof or his attorney duly authorized in writing.


 


(vii)            At such time as all
interests in Global Notes of any series have either been exchanged for Definitive Notes of such series or cancelled, such Global Notes
shall be cancelled by the Trustee in accordance with the standing procedures and instructions existing between the Depositary and the
Custodian. At any time prior to such cancellation, if any interest in a Global Note of any series is exchanged for Definitive Notes of
such series or cancelled, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Custodian, be reduced and an endorsement shall be made on such Global Note, by the Trustee or
the Custodian, at the direction of the Trustee, to reflect such reduction.


 


(5)               Notwithstanding
anything in this Indenture to the contrary, (i) all Notes issued upon any registration of transfer or exchange of Notes shall be the
valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange, (ii) all transfers and exchanges of the Notes may be made only in
accordance with the procedures set forth in this Indenture, and (iii) the transfer and exchange of a beneficial interest in a Global
Note may only be effected through the Depositary in accordance with the procedures promulgated by the Depositary.


 






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(6)              
The Issuer shall not be required to (i) issue, register the transfer of, or exchange any Note during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of Notes under any optional redemption provision pursuant
to Section 2.01(1)(v)(f) and ending at the close of business on the date of such mailing or (ii) register the transfer of or exchange
any Note so selected for redemption in whole or in part, except, in the case of any Note to be redeemed in part, the portion thereof not
to be redeemed.


 


SECTION 2.05.                   
Mutilated, Destroyed, Lost and Stolen Notes.


 


(1)              
If (i) any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Note and (ii) there is delivered to the Issuer and the Trustee such security or indemnity as may
be required by them to save each of them harmless from any loss, liability or expense that they may suffer if such Note is replaced and
subsequently presented or otherwise claimed for payment, then, in the absence of notice to the Issuer or the Trustee that such Note has
been acquired by a protected purchaser, the Issuer may in its discretion execute and, upon request of the Issuer, the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series, Maturity
Date, and principal amount, bearing a number not contemporaneously outstanding.


 


(2)              
In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its
discretion may, instead of issuing a new Note, pay such Note.


 


(3)              
Upon the issuance of any new Note under this Section 2.05, the Issuer may require the payment by the Holder thereof of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.


 


(4)              
Every new Note issued pursuant to this Section 2.05 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an
original contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note 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 Notes duly issued
hereunder.


 


(5)              
The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.


 






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SECTION
2.06.                    Payment of Interest; Interest Rights
Preserved.








 


(1)              
 Interest on any Note which is payable and is punctually paid or duly provided for on any Interest Payment Date shall, if so provided
in such Note, be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business
on the applicable Record Date, notwithstanding any transfer or exchange of such Note subsequent to such Record Date and prior to such
Interest Payment Date (unless, if so provided in such Note, such Interest Payment Date is also the Maturity Date, in which case such interest
shall be payable to the Person to whom principal is payable).


 


(2)              
Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the applicable Record Date by
virtue of his having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the Issuer, at its
election in each case, as provided in clause (i) or (ii) below:


 


(i)                The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names any such Notes (or their respective
Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each such Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Issuer shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Issuer shall promptly notify the
Trustee and, upon request, the Trustee shall, in the name and at the expense of the Issuer, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each such
Note at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered on such Special Record Date and
shall no longer be payable pursuant to the following clause (ii).


 


(ii)               The Issuer may make
payment of any Defaulted Interest in any other lawful manner if, after notice given by the Issuer to the Trustee of the proposed payment
pursuant to this clause (ii), such manner of payment shall be deemed practicable by the Trustee.


 


(3)              
If any installment of interest on any Note called for redemption pursuant to any optional redemption provision under Section 2.01(1)(v)(f)
is due and payable on or prior to the Redemption Date and is not paid or duly provided for on or prior to the Redemption Date in accordance
with the foregoing provisions of this Section 2.06, such interest shall be payable as part of the Redemption Price of such Notes.


 









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(4)              
 Interest on Notes may be paid at the office or agency maintained by the Issuer in the United States pursuant to Section 9.02 or,
at the Issuer’s option, through DTC, Clearstream Banking, société anonyme, or Euroclear System to the Person entitled
thereto or by such other means as may be specified in the form of such Note.


 


(5)              
Subject to the foregoing provisions of this Section 2.06 and the provisions of Section 2.04, each Note delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Note.


 


SECTION 2.07.                   
Persons Deemed Owners.


 


(1)              
Prior to due presentment of a Note for registration of transfer, the Issuer, the Trustee, and any agent of the Issuer or the Trustee
may treat the Person in whose name any Note is registered on the Security Register as the owner of such Note for the purpose of receiving
payment of principal, premium, if any, and (subject to Section 2.06) interest, and for all other purposes whatsoever, whether or not such
Note is overdue and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


(2)              
None of the Issuer, the Trustee, any Authenticating Agent, any Paying Agent, the Registrar or any Co-Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain
from acting without liability on any information relating to such records provided by the Depositary.


 


SECTION
2.08.                    Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The
Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer
may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. Acquisition of such
Notes by the Issuer shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until
the same are delivered to the Trustee for cancellation. No Note shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section 2.08, except as expressly permitted by this Indenture. The Trustee shall dispose of all cancelled Notes in
accordance with its customary procedures and, upon written request, deliver a certificate of such disposition to the Issuer.


 


SECTION
2.09.                     Computation of Interest. Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months,
unless otherwise specified in the Officer’s Certificate or supplemental indenture relating to a particular series of Notes.


 


SECTION
2.10.                     CUSIP Numbers. The Issuer in issuing the Notes may use “CUSIP” and “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use the CUSIP or ISIN numbers, as the case may be, in notices of redemption as a convenience
to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP
or ISIN number, as the case may be, either as printed on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes. The Issuer will promptly notify the Trustee in writing of any
change in the CUSIP or ISIN number.


 






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ARTICLE
III

DISCHARGE OF INDENTURE


 


SECTION
3.01.                    Discharge of Indenture. This Indenture will be discharged with respect to the Notes of a series and will cease to
be of further effect as to all such Notes (except as to any surviving rights of transfer or exchange of such Notes expressly provided
for herein), and the Trustee, on demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the
Issuer acknowledging the discharge of this Indenture with respect to the Notes of such series, when


 


(1)           
either


 


(i)            all Notes of such series theretofore authenticated and delivered (except (a) mutilated, lost, stolen or destroyed Notes which have
been replaced or paid, as provided in Section 2.05 and (b) Notes of such series for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided
in Section 3.05) have been delivered by the Issuer to the Trustee cancelled or for cancellation; or


 


(ii)           all such Notes
of such series not theretofore delivered to the Trustee cancelled or for cancellation:


 


(a)          have
become due and payable, or


 


(b)          will, in accordance with their Maturity Date, become due and payable within one year, or


 


(c)          are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in any of the cases described in (a) or (b) above or
in this clause (c), the Issuer has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the benefit
of the Holders of such Notes for that purpose, U.S. dollars or non-callable U.S. Government Obligations or a combination thereof in such
amounts sufficient to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee cancelled
or for cancellation, for principal of and interest and premium, if any, on the Notes of such series to the date of such deposit (in the
case of Notes of such series that have become due and payable), or to the Maturity Date or the Redemption Date, as the case may be;


 


(2)           
the Issuer has paid or caused to be paid all other sums payable by it with respect to the Notes of such series under this Indenture;


 









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(3)           
in the event of a deposit and defeasance under Section 3.01(1)(ii), no Event of Default or event which with notice or lapse of time would
become an Event of Default has occurred and is continuing with respect to the Notes of such series on the date of such deposit; and


 


(4)            the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions
precedent to the discharge of this Indenture with respect to the Notes of such series have been complied with.


 


Notwithstanding the discharge of this Indenture
with respect to the Notes of such series, the obligations of the Issuer under Section 3.01(1) and the obligations of the Issuer to the
Trustee under Section 5.07 and to any Authenticating Agent under Section 5.14 shall survive, and the obligations of the Trustee under
Sections 3.03 and 3.05 shall survive.


 


SECTION
3.02.                  Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations. At the Issuer’s option,
either (a) the Issuer shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Notes of any
series (“Legal Defeasance”) and/or (b) the Issuer shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 4.01(3), 4.01(7), 9.05, 9.06 and 9.07 (and any other Sections, covenants or Events of Default
applicable to such Notes that are determined pursuant to Section 2.01 to be subject to this provision) with respect to the Notes of such
series at any time after the applicable conditions set forth below have been satisfied (“Covenant Defeasance”):


 


(1)            The Issuer shall have deposited or caused to be deposited irrevocably with the Trustee, as trust funds, in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes of such series, an amount of money, in cash
in U.S. dollars sufficient, or in non-callable U.S. Government Obligations, the principal of and interest on which, when due, will be
sufficient, or 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 the entire indebtedness on the Notes of such series
with respect to principal, premium, if any, and accrued and unpaid interest to the date of such deposit (in the case of Notes of any series
that have become due and payable), or to the Maturity Date or Redemption Date, as the case may be;


 


(2)            No Event of Default, or event which with notice or lapse of time would become an Event of Default with respect to the Notes of
such series, shall have occurred and be continuing on the date of such deposit or, with respect to an Event of Default described in Section
4.01(5) or 4.01(6), at any time in the period ending on the 91st day after the date of deposit;


 


(3)            The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions
precedent to the defeasance and discharge contemplated by this Section 3.02 have been complied with, and:


 


(i)             in the case of an Opinion of Counsel relating to a Legal Defeasance, stating that:


 


(A)           the Issuer has received from the Internal Revenue Service a ruling, or


 





(B)           since
the date hereof there has been a change in the applicable Federal income tax law, to the effect, in either case, that and based thereon
such Opinion of Counsel shall confirm that the holders of the Notes will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same time
as would have been the case if such defeasance has not occurred, which Opinion of Counsel (in the case of a Legal Defeasance) must be
based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable Federal income tax law or related treasury
regulations after the date of this Indenture;


 






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(ii)            in the case of an Opinion
of Counsel relating to a Covenant Defeasance, stating that the deposit and defeasance contemplated by this Section 3.02 will not cause
the Holders of the Notes of such series to recognize income, gain or loss for Federal income tax purposes as a result of the Issuer’s
exercise of its option under this Section 3.02 and such Holders will be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such option had not been exercised.


 


If in connection with the exercise by the Issuer
of any option under this Section 3.02, any series of Notes is to be redeemed, either notice of such redemption shall have been duly given
pursuant to any redemption provision adopted under Section 2.01 of this Indenture or provision therefor satisfactory to the Trustee shall
have been made.


 


If the Issuer exercises its option under Section
3.02(a), payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its
option under Section 3.02(b), payment of the Notes may not be accelerated because of an Event of Default specified in Sections 4.01(6)
and (7) with respect to Articles VII or IX.


 


Notwithstanding the exercise by the Issuer of its
option under Section 3.02(b) with respect to Section 7.01, the obligation of any successor entity to assume the obligations to the Trustee
under Section 5.07 shall not be discharged.


 


“Discharged” means, as to any
series of Notes, that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under,
the Notes of such series and to have satisfied all the obligations under this Indenture relating to such series of Notes (and the Trustee,
at the expense of the Issuer, shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Notes of such
series to receive, from the trust fund described in clause (1) above, payment of the principal of, premium, if any, and the interest,
if any, on such series of Notes when such payments are due; (B) the Issuer’s obligations with respect to such Notes under Sections
2.04, 2.05, 3.02(1), 3.03, and 9.02 and its obligations under Section 5.07; and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.


 


SECTION
3.03.                    Application of Trust Money. All money and U.S. Government Obligations deposited with the Trustee pursuant to Section 3.01
or Section 3.02 and all proceeds of such U.S. Government Obligations and the interest thereon shall be held in trust and applied by it,
in accordance with the provisions of this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and
interest, for whose payment such money and U.S. Government Obligations have been deposited with the Trustee; but such money and U.S.
Government Obligations need not be segregated from other funds except to the extent required by law.


 






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SECTION 3.04.                    Paying Agent to Repay Moneys Held. Upon the discharge of this Indenture or a Legal Defeasance, in each case, with respect
to the Notes of a series, all moneys then held by any Paying Agent under the provisions of this Indenture with respect to such Notes (other
than the Trustee) shall, upon demand of the Issuer, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.


 


SECTION 3.05.                    Return of Unclaimed Amounts. Subject to applicable abandoned property law, any amounts deposited with or paid to the Trustee
or any Paying Agent for payment of the principal of, premium, if any, or interest on any series of Notes or then held by the Issuer, in
trust for the payment of the principal of, premium, if any, or interest on any series of Notes and not applied but remaining unclaimed
by the Holders of such series of Notes for two years after the date upon which the principal of, premium, if any, or interest on such
series of Notes, as the case may be, shall have become due and payable, shall be repaid to the Issuer by the Trustee on demand or (if
then held by the Issuer) shall be discharged from such Trust; and the Holder of any Notes of such series shall thereafter, as an unsecured
general creditor, look only to the Issuer for any payment which such Holder may be entitled to collect (until such time as such unclaimed
amounts shall escheat, if at all, to any applicable jurisdiction) and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. Notwithstanding the foregoing, the Trustee
or Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once a week
for two successive weeks (in each case on any day of the week) in a newspaper printed in the English language and customarily published
at least once a day at least five days in each calendar week and of general circulation in the Borough of Manhattan, in the City and State
of New York, a notice that said amounts have not been so applied and that after a date named therein any unclaimed balance of said amounts
then remaining will be promptly returned to the Issuer.


 


SECTION 3.06.                    Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 3.03 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, then the Issuer’s obligations under this Indenture and the Holders of Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 3.01 until such time as the Trustee or such Paying Agent is permitted to apply all
such money in accordance with Section 3.03.


 


ARTICLE
IV

REMEDIES


 


SECTION 4.01.                    Events
of Default. “Event of Default,” wherever used herein, means with respect to Notes of any series, any of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):


 






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(1)          
default in the payment of any principal of or premium, if any, on the Notes of such series when due (whether at maturity, upon
optional redemption or otherwise);


 


(2)           
default in the payment of any interest on any Note of such series, when it becomes due and payable, and continuance of such default
for a period of 30 days;


 


(3)           
default in the performance, or breach, of any covenant, warranty or agreement (other than a default or breach under Section 7.01
or any other covenant or warranty a default in which is elsewhere dealt with in this Indenture) of the Issuer under this Indenture in
respect of the Notes of such series, and continuance of such default or breach for a period of 60 days after a Notice of Default is given
to the Issuer;


 


(4)           
a default in the performance, or breach, of the Issuer’s obligations under Section 7.01;


 


(5)           
the entry of an order for relief against the Issuer under the Bankruptcy Code by a court having jurisdiction in the premises or
a decree or order by a court having jurisdiction in the premises adjudging the Issuer as bankrupt or insolvent under any other applicable
Federal or state law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Issuer under the Bankruptcy Code or any other applicable Federal or state law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of their respective
properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed
and in effect for a period of 90 consecutive days;


 


(6)          
the consent by the Issuer to the institution of bankruptcy or insolvency proceedings against any of them, or the filing by the
Issuer of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or any other applicable Federal or
state law, or the consent by the Issuer to the filing of any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of their respective properties, or the making
by the Issuer of an assignment for the benefit of creditors, or the admission by the Issuer in writing of the Issuer’s inability
to pay debts generally as they become due, or the taking of corporate action by the Issuer in furtherance of any such action; and


 


(7)           (a)
a failure to make any payment at maturity, including any applicable grace period, on any Indebtedness of the Issuer (other than
Indebtedness of the Issuer owing to any of its Subsidiaries) outstanding in an amount in excess of $200 million or its foreign
currency equivalent at the time and continuance of this failure to pay or (b) a default on any indebtedness of the Issuer (other
than Indebtedness owing to any of its Subsidiaries), which default results in the acceleration of such Indebtedness in an amount in
excess of $200 million or its foreign currency equivalent at the time without such Indebtedness having been discharged or the
acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above; provided, however,
that if any failure, default or acceleration referred to in clauses 7(a) or (b) ceases or is cured, waived, rescinded or annulled,
then the event of default under the Indenture will be deemed cured.


 






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A default under clause (3) above is not an Event
of Default until the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes of such series then outstanding
notify the Issuer of the default and the Issuer does not cure such default within the time specified after receipt of such notice. Such
notice must specify the default, demand that it be remedied and state that such notice is a “Notice of Default.”


 


The Issuer shall deliver to the Trustee, within
30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of
notice or the lapse of time or both would become an Event of Default, its status and what action the Issuer is taking or proposes to take
with respect thereto. Upon becoming aware of any default or Event of Default, the Issuer is required to deliver to the Trustee a statement
specifying such default or Event of Default.


 


No Event of Default with respect to a single series
of Notes issued hereunder (and under or pursuant to any supplemental indenture or Board Resolution) necessarily constitutes an Event of
Default with respect to any other series of Notes.


 


SECTION 4.02.                    Acceleration
of Maturity; Rescission and Annulment.


 


(1)          
If any Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 4.01) with respect to the Notes
of any series occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes of such series may declare the principal of all Outstanding Notes of such series, and the interest to the date of acceleration,
if any, accrued thereon, to be immediately due and payable by notice in writing to the Issuer (and to the Trustee if given by Holders)
specifying the event of default. If an Event of Default described in clause (5) or (6) of Section 4.01 occurs, then the principal amount
of all the Notes then outstanding and interest accrued thereon, if any, will become and be immediately due and payable without any declaration
or other act on the part of the Trustee or the Holders of the Notes, to the fullest extent permitted by applicable law.


 


(2)           
At any time after such a declaration of acceleration has been made with respect to the Notes of any series and before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article IV provided, the Holders of a majority
in aggregate principal amount of the Outstanding Notes of such series by written notice to the Issuer and the Trustee, may rescind and
annul such declaration and waive such event of default and its consequences, except with respect to a default in respect of a covenant
or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note affected
thereby, if:


 


(i)             the Issuer has paid or deposited with the Trustee a sum sufficient to pay:


 


(a)           
all overdue installments of interest, if any, on such series of Notes,


 






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(b)           
 the principal of (and premium, if any, on) any such series of Notes which have become due otherwise than by such declaration of
acceleration, and interest thereon at the rate prescribed therefor by the Notes of such series, to the extent that payment of such interest
is lawful,


 


(c)           
interest on overdue installments of interest at the rate prescribed therefor by the Notes of such series to the extent that payment
of such interest is lawful, and


 


(d)           
the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts
due the Trustee under Section 5.07; and


 


(ii)          
all Events of Default, other than the nonpayment of the principal, premium or interest of the Notes of such series which have become
due solely by such acceleration, have been cured or waived as provided in Section 4.13.


 


(3)           
No such rescission shall affect any subsequent default or impair any right consequent thereon.


 


SECTION 4.03.                    Collection
of Indebtedness and Suits for Enforcement.


 


(1)           
The Issuer covenants that if:


 


(i)             default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable,
or


 


(ii)            default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and


 


(iii)           any such default continues
for any period of grace provided in relation to such default pursuant to Section 4.01,


 


then, with respect to such series of Notes, the Issuer
shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such series, the whole amount then due and
payable on all Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment
of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest
at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07.


 


(2)           
If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Issuer or any other obligor upon such Notes and collect the money adjudged or decreed
to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Notes, wherever situated.


 






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(3)            If
an Event of Default occurs and is continuing with respect to any series of Notes, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


SECTION 4.04.                    Trustee
May File Proofs of Claim.


 


(1)          
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition,
or other judicial proceeding relative to the Issuer or any obligor upon the Notes or the property of the Issuer or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise,


 


(i)             to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes,
and to file such other papers or documents as may be necessary and 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 all other amounts
due the Trustee under Section 5.07) and of the Holders allowed in such judicial proceedings, and


 


(ii)            to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and its agent and counsel, and any other amounts due the Trustee under Section 5.07.


 


(2)           
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 4.05.                    Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any series may
be prosecuted and enforced by the Trustee without the possession of any of the Notes of such series or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee and its agents and counsel, be for the ratable benefit of the Holders of the Notes of such series.


 






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SECTION 4.06.                    Application
of Money Collected. Any money or property collected by the Trustee from the Issuer pursuant to this Article IV shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, if any, upon presentation of the Notes of any series and the notation thereon of the payment, if only partially
paid, and upon surrender thereof, if fully paid:


 


First: To the payment of all amounts due the Trustee
under Section 5.07.


 


Second: To the payment of the amounts then due
and unpaid upon such series of Notes for principal, premium, if any, and interest, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind.


 


Third: To the Issuer.


 


SECTION 4.07.                    Limitation
on Suits. No Holder of any Note of any series may institute any action under this Indenture, unless and until:


 


(1)            such Holder has given the Trustee written notice of a continuing Event of Default with respect to the Notes of such series;


 


(2)            the Holders of at least 25% in aggregate principal amount of the Outstanding Notes of such series have made a written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)            such Holder or Holders has or have offered the Trustee, and if requested, provided indemnity or security reasonably satisfactory
to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;


 


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


 


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


 


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


 


SECTION 4.08.                    Unconditional
Right of Holders to Receive Payment of Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal, premium, if any, and
(subject to Section 2.06) interest on such Note on or after the Maturity Date (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment on or after such respective date, and such right shall not be impaired
or affected without the consent of such Holder.


 






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SECTION 4.09.                   Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


SECTION 4.10.                   Rights
and Remedies Cumulative. Except as provided in Section 2.05(5), no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


SECTION 4.11.                    Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article IV or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 4.12.                   Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of any
series shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee with respect to the Notes of such series provided that:


 


(1)            the Trustee is offered, and, if requested, provided indemnity or security satisfactory to the Trustee against any loss,
liability or expense;


 


(2)            the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that
the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not
taking part in such direction, and


 


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


 






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SECTION 4.13.                    Waiver
of Past Defaults. Subject to Section 4.02, the Holders of not less than a majority in aggregate principal amount of the Outstanding
Notes of any series may, on behalf of the Holders of all Notes of such series, waive any past default hereunder with respect to the Notes
of such series, except a default not theretofore cured:


 


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


 


(2)           
in respect of a covenant or provision in this Indenture which, under Article VIII, cannot be modified without the consent of the
Holder of each Outstanding Note of such series.


 


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


 


SECTION 4.14.                    Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 4.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Notes of any
series to which the suit relates, or to any suit instituted by any Holder pursuant to Section 4.08.


 


SECTION 4.15.                    Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law (other than any bankruptcy
law) wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


ARTICLE
V

THE TRUSTEE


 


SECTION 5.01.                    Certain Duties and Responsibilities of Trustee.


 


(1)           
Except during the continuance of an Event of Default with respect to a series of Notes:


 


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


 


(ii)            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.


 






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(2)            If an Event of Default with respect to a series of Notes has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture with respect to such series of Notes and any indenture supplemental hereto relating to
such series of Notes, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


(3)            No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(i)             this Subsection shall not be construed to limit the effect of Section 5.01(1);


 


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


 


(iii)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of any series relating
to the time, method, and place of conducting any proceeding for any remedy available to the Trustee with respect to such series of Notes,
or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to such series of Notes; and


 


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


 


(4)            Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section 5.01.


 


SECTION 5.02.                    Notice
of Defaults. Within 90 days after the occurrence of any default hereunder with respect to any series of Notes for which a Responsible
Officer has actual knowledge, the Trustee shall transmit by mail to all Holders of Notes of such series, as their names and addresses
appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of or interest or premium,
if any, on any Note of such series, the Trustee shall be protected in withholding such notice if and so long as the Trustee determines
in good faith that the withholding of such notice is in the interests of the Holders of the Outstanding Notes of such series and; provided,
further, that, in the case of any default of the type specified in clause (3) of Section 4.01, no such notice to Holders of Notes
of such series shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 5.02, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default.


 






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SECTION 5.03.                    Certain
Rights of Trustee. Except as otherwise provided in Section 5.01:


 


(1)            the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;


 


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


 


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


 


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


 


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


 


(6)            the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer,
personally or by agent or attorney;


 


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


 


(8)            the permissive rights of the Trustee enumerated herein shall not be construed as duties.


 






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(9)            the
Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss or profit irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;


 


(10)          the Trustee shall not be required to give any note, bond, or surety in respect of the execution of the trusts and powers under
this Indenture; and


 


(11)          the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, strikes, work stoppages,
accidents, or acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances, sabotage; epidemics; pandemics;
riots; interruptions; loss or malfunction of utilities; computer (hardware or software) or communication services; accidents; labor disputes;
acts of civil or military authorities and governmental action.


 


SECTION 5.04.                    Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates
of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable
for the use or application by the Issuer of the Notes or the proceeds thereof. The Trustee shall not be charged with notice or knowledge
of any Event of Default under clause (6) of Section 4.01 or of the identity of a Significant Subsidiary of the Issuer unless either (i)
a Responsible Officer of the Trustee assigned to and working in its Corporate Trust Office shall have actual knowledge thereof or (ii)
notice thereof shall have been given to the Trustee in accordance with Section 1.05 from the Issuer or any Holder.


 


SECTION 5.05.                    May Hold Notes. The Trustee or any Paying Agent, Registrar, or other agent of the Issuer, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 5.08 and 5.12, may otherwise deal with the Issuer with the
same rights it would have if it were not Trustee, Paying Agent, Registrar, or such other agent.


 


SECTION 5.06.                    Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise
agreed with the Issuer.


 


SECTION 5.07.                    Compensation and Reimbursement. The Issuer covenants and agrees:


 


(1)           
to pay the Trustee from time to time, and the Trustee shall be entitled to, compensation as may be agreed in writing for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


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


 






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(3)           
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or administration of this trust, 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 have a lien prior to the Notes
upon all property and funds held by it hereunder for any amount owing it or any retiring Trustee pursuant to this Section 5.07, except
with respect to funds held in trust for the benefit of the Holders of particular Notes.


 


Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in clause (5) or (6) of Section 4.01, such expenses (including the reasonable charges and expenses of its counsel) and compensation for
such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization,
or other similar law.


 


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


 


SECTION 5.08.                    Disqualification; Conflicting Interests. If the Trustee has or shall acquire any conflicting interest within the meaning
of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. The Trustee is subject to and shall comply with the provisions
of Section 310(b) of the TIA during the period of time required by this Indenture. Nothing in this Indenture shall prevent the Trustee
from filing with the SEC the application referred to in the penultimate paragraph of Section 310(b) of the TIA.


 


SECTION 5.09.                    Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder that shall be a corporation organized
and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject
to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 5.09, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 5.09,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article V.


 






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SECTION 5.10.                    Resignation and Removal; Appointment of Successor.


 


(1)           
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article V shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 5.11.


 


(2)          
The Trustee may resign at any time with respect to the Notes of one or more series by giving written notice thereof to the Issuer.
If the instrument of acceptance by a successor Trustee required by Section 5.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Notes of such series.


 


(3)           
The Trustee may be removed at any time with respect to the Notes of any series by Act of the Holders of 66 2/3% in aggregate principal
amount of the Outstanding Notes of such series, delivered to the Trustee and to the Issuer.


 


(4)           
If at any time:


 


(i)             the Trustee shall fail to comply with Section 5.08 after written request therefor by the Issuer or by any Holder who has been a
bona fide Holder of a Note for at least six months, or


 


(ii)            the Trustee shall cease
to be eligible under Section 5.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder, or


 


(iii)           the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, in any such case, (A) the Issuer by a Board Resolution may remove the Trustee with respect to all Notes, or (B)
subject to Section 4.14, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Notes and
the appointment of a successor Trustee or Trustees.


 


(5)            If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Notes of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Notes of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Notes of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Notes of any particular series) and shall comply with the applicable requirements of Section 5.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the
Notes of any series shall be appointed by Act of the Holders of 66 2/3% in aggregate principal amount of the Outstanding Notes of
such series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 5.11, become the successor Trustee with
respect to the Notes of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor
Trustee with respect to the Notes of any series shall have been so appointed by the Issuer or the Holders and accepted appointment
in the manner required by Section 5.11, any Holder who has been a bona fide Holder of a Note of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Notes of such series.


 






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(6)          
The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Notes of any series and each
appointment of a successor Trustee with respect to the Notes of any series to all Holders of Notes of such series in the manner provided
in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Notes of such series and the address
of its Corporate Trust Office.


 


SECTION 5.11.                    Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all
Notes, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its reasonable
charges and subject to its lien, if any, provided by Section 5.07, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


 


In case of the appointment hereunder of a
successor Trustee with respect to the Notes of one or more (but not all) series, the Issuer, the retiring Trustee and each successor
Trustee with respect to the Notes of one or more series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Notes, shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Notes of that or those
series to which the appointment of such successor Trustee relates.


 






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Upon request of any such successor Trustee, the
Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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


 


SECTION 5.12.                    Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder; provided that such corporation shall be otherwise qualified and eligible under this Article V, without
the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated,
but not delivered, by the Trustee then in office, any successor Trustee by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


 


SECTION 5.13.                    Preferential Collection of Claims Against Issuer. If and when the Trustee shall be or shall become a creditor of the Issuer
(or of any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Issuer (or against any such other obligor, as the case may be).


 


SECTION 5.14.                    Appointment of Authenticating Agent.


 


(1)            At
any time when any of the Notes remain Outstanding the Trustee, with the approval of the Issuer, may appoint an Authenticating Agent
or Agents with respect to one or more series of Notes which shall be authorized to act on behalf of the Trustee to authenticate
Notes of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.05, and
Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by
the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section 5.14, the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.14, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section 5.14.


 






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(2)            Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding
to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section 5.14, without the execution or filing of any paper or any further act
on the part of the Trustee or the Authenticating Agent.


 


(3)            An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Issuer, to
the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating
Agent and, if other than the Issuer, to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.14, the Trustee,
with the approval of the Issuer, may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders of Notes of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions
of this Section 5.14.


 


(4)            The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
5.14.


 


(5)            If an appointment is made pursuant to this Section 5.14, the Notes may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of authentication in the following form:


 


This is one of the Notes referred to in the within-mentioned
Indenture.


 






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	 	U.S. BANK NATIONAL ASSOCIATION as Trustee
	 	 
	 	By:	 
	 	 	   As Authenticating Agent
	 	 	 
	 	 	 
	 	 	   Authorized signatory





 


ARTICLE
VI


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER


 


SECTION 6.01.                    Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Trustee:


 


(1)           
semi-annually, not more than 15 days after the Record Date for the payment of interest in respect of each series of Notes, in such
form as the Trustee may reasonably require, a list of the names and addresses of the Holders of such Notes as of such date, and


 


(2)           
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided that,
in the case of (1) and (2), if the Trustee shall be the Registrar, such list shall not be required to be furnished.


 


SECTION 6.02.                    Preservation of Information; Communications to Holders.


 


(1)          
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Notes of each
series contained in the most recent list furnished to the Trustee as provided in Section 6.01 and the names and addresses of Holders of
Notes received by the Trustee. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon receipt of a new list
so furnished.


 


(2)           
Holders of Notes may communicate as provided in Section 312(b) of the Trust Indenture Act with other Holders of Notes with respect
to their rights under this Indenture or under the Notes.


 


(3)           
Every Holder of Notes, by receiving and holding the same, agrees with the Issuer that the Issuer shall not be held accountable
by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 6.02(2),
regardless of the source from which such information was derived.


 


SECTION 6.03.                    Reports by Trustee.


 


(1)           
Within 60 days after May 15 of each year commencing with the first May 15 following the date of the initial issuance of Notes
under this Indenture, the Trustee shall transmit by mail to the Holders of Notes as their names and addresses appear in the Security
Register, a brief report dated as of such May 15, to the extent required under Section 313(a) of the Trust Indenture Act.


 






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(2)           
The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.


 


(3)           
A copy of each such report shall, at the time for such transmission to Holders of Notes, be filed by the Trustee with the Issuer,
with each stock exchange upon which any Notes are listed (if so listed) and also with the Commission. The Issuer agrees to promptly notify
the Trustee when any Notes become listed on any stock exchange and of any delisting thereof.


 


SECTION 6.04.                    Reports by Issuer.


 


The Issuer shall comply with the provisions of
Section 314(a) and 314(c) of the TIA. Delivery of such reports, information and documents to the Trustee pursuant to TIA Section 314(a)(1),
(2) and/or (3) shall be for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or matters determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates provided
pursuant to Section 6.05 below). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with
the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained herein, or
whether any such reports, information or documents have or have not been provided as required by the TIA. The Trustee is entitled to assume
such compliance with the TIA unless a Responsible Officer of the Trustee is informed otherwise.


 


SECTION 6.05.                    Compliance Certificate.


 


(a)          
The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating
that a review of the activities of the Issuer during the preceding fiscal year has been made under the supervision of the signing Officer
with a view to determining whether the Issuer 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 Issuer has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a default or Event of Default has occurred, describing such default or Event
of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto.


 


(b)          
So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware
of any default or Event of Default, and what action the Issuer is taking or proposes to take with respect thereto.


 


(c)          
Except with respect to receipt of Note payments when due and any default or Event of Default information contained in the Officer’s
Certificates delivered to it pursuant to this Section 6.05, the Trustee shall have no duty to review, ascertain or confirm the Issuer’s
compliance with, or the breach of any representation, warranty or covenant made in this Indenture.


 






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ARTICLE
VII


CONSOLIDATION, MERGER
OR TRANSFER


 


SECTION 7.01.                    When
Issuer May Merge or Transfer Assets. The Issuer may not consolidate or merge with or into another entity, or sell, lease, convey,
transfer or otherwise dispose of the Issuer’s property and assets substantially as an entirety to another entity unless:


 


(1)           
either (a) the Issuer shall be the continuing corporation or (b) the Person (if other than the Issuer) formed by such consolidation
or into which the Issuer is merged or to which all or substantially all of the properties and assets of the Issuer are conveyed or transferred
(i) shall be a corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United
States or any state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer under the Notes and this Indenture;


 


(2)           
immediately after giving effect to such transaction, no Event of Default, and no default or other event which, after notice or
lapse of time or both, would become a default or Event of Default, shall have occurred and be continuing;


 


(3)           
if, as a result of any consolidation, merger, sale or lease, conveyance or transfer described in this Section 7.01, properties
or assets of the Issuer would become subject to any lien which would not be permitted by Section 9.06 without equally and ratably securing
the Notes of such series, the Issuer or such successor Person, as the case may be, will take steps as are necessary to effectively secure
the Notes of such series equally and ratably with, or prior to, all Indebtedness secured by those liens as are provided in Section 9.06;
and


 


(4)           
the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture, comply with this Section 7.01 and that all conditions precedent herein provided for relating to such transaction have been
satisfied.


 


SECTION 7.02.                    Successor
Entity Substituted. The successor Person formed by such consolidation or into which the Issuer is merged or the successor Person
to which such sale, conveyance or transfer is made, in each case other than a lease, shall succeed to, and be substituted for, and may
exercise every right and power of the Issuer under this Indenture with the same effect as if such successor had been named as the Issuer
herein; and thereafter the Issuer shall be discharged from all obligations and covenants under this Indenture and the Notes. The Trustee
shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and
release of the Issuer.


 


ARTICLE
VIII


SUPPLEMENTAL INDENTURES


 


SECTION 8.01.                   Supplemental
Indentures Without Consent of Holders. Without the consent of the Holders of any Notes, the Issuer and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes:


 






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(1)            to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer
under the Indenture and the Notes pursuant to Article VII;


 


(2)            to add to the covenants of the Issuer for the benefit of Holders of the Notes or to surrender any right or power conferred upon
the Issuer;


 


(3)            to add any additional events of default for the benefit of Holders of the Notes;


 


(4)            to add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of Notes in bearer
form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of
Notes in uncertificated form;


 


(5)            to secure the Notes;


 


(6)            to add or appoint a successor or separate Trustee;


 


(7)            to cure any ambiguity, defect or inconsistency;


 


(8)            to supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of any series
of Notes, provided that the interests of the holders of the Notes are not adversely affected in any material respect;


 


(9)            to make any other change that would not adversely affect the Holders of any series of Notes;


 


(10)          to make any change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture
or any supplemental Indenture under the TIA;


 


(11)          to conform the Indenture to the section entitled “Description of Debt Securities” in the prospectus dated May 10, 2021
or any prospectus supplement to such prospectus relating to the Notes or any corresponding section of such prospectus or prospectus supplement
pursuant to which any additional series of Notes is issued under this Indenture; and


 


(12)          to reflect the issuance of additional Notes of any series of Notes.


 


No supplemental indenture for the purposes identified
in clause (2) or (7) above may be entered into if to do so would adversely affect the interest of the Holders of Notes.


 


SECTION 8.02.                    Supplemental
Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Notes of any series affected by such supplemental indenture, the Issuer, when authorized by a resolution of its Board
of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the Notes of each such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:


 






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(1)            make any change to the
percentage of principal amount of Notes the Holders of which must consent to an amendment, modification, supplement or waiver;


 


(2)           
reduce the rate of or extend the time of payment for interest on any Note;


 


(3)           
reduce the principal amount or extend the stated Maturity of any Note;


 


(4)           
reduce the Redemption Price or repurchase price of any Note, change the date on which any Note is subject to redemption or repurchase
or add redemption or repurchase provisions to the Notes;


 


(5)           
make any Note payable in money other than that stated in the Indenture or the Note;


 


(6)           
impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; or


 


(7)           
make any change in the ranking or priority of any Note that would adversely affect the Holder of such Note.


 


The Holders of at least a majority in principal
amount of the Outstanding Notes of any series may waive compliance by the Issuer with certain restrictive provisions of the Indenture
with respect to the Notes of such series. The Holders of at least a majority in principal amount of the Outstanding Notes of any series
may waive any past default under the Indenture, except a default not theretofore cured in the payment of principal or interest and certain
covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding Note of the applicable
series.


 


SECTION 8.03.                   Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 5.01) shall be fully protected in relying upon, in addition to the documents required by Section 1.02, an Opinion
of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Upon request of the
Issuer and, in the case of Section 8.02, upon filing with the Trustee of evidence of an Act of Holders as aforementioned, the Trustee
shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, powers, trusts, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.


 






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SECTION 8.04.                    Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article VIII, this Indenture
shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and the respective rights, limitation of rights, duties, powers, trusts and immunities under this Indenture
of the Trustee, the Issuer and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be determined,
exercised and enforced thereunder to the extent provided therein.


 


SECTION 8.05.                    Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article VIII shall conform to
the requirements of the TIA as then in effect.


 


SECTION 8.06.                    Documents to Be Given to Trustee. The Trustee, subject to the provisions of Section 5.01, may receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article VIII complies
with the applicable provisions of this Indenture.


 


SECTION 8.07.                   Notation on Notes in Respect of Supplemental Indentures. Notes of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes of any
series so modified as to conform, in the opinion of the Trustee and the Board Directors, to any modification of this Indenture contained
in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Notes
of such series then Outstanding.


 


ARTICLE
IX


COVENANTS


 


SECTION 9.01.                    Payment of Principal, Premium and Interest. The Issuer covenants and agrees for the benefit of each series of Notes that
it shall duly and punctually pay or cause to be paid the principal, premium, if any, and interest on such series of Notes on the dates
and in the manner provided in such series of Notes, and shall duly comply with all the other terms, agreements and conditions contained
in this Indenture for the benefit of such series of Notes.


 


Payment of principal of, and premium, if any, and
interest on a Global Note registered in the name of or held by the DTC or its nominee shall be made in immediately available funds to
DTC or its nominee, as the case may be, as the Holder of such Global Note. If any of the Notes are no longer represented by a Global Note,
payment of interest on certificated Notes in definitive form may, at the option of the Issuer, be made by (i) check mailed directly to
Holders at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer
to an account located in the United States by the payee.


 


The Issuer shall pay interest (including
post-petition interest in any proceeding under any Federal or state bankruptcy, insolvency, reorganization, or other similar law) on
overdue principal and premium, if any, from time to time on demand at the applicable rate of interest determined from time to time
in the manner provided for in each series of Notes; it shall pay interest (including post-petition interest in any proceeding under
any Federal or State bankruptcy, insolvency, reorganization, or other similar law) on overdue installments of interest and (without
regard to any applicable grace periods) from time to time on demand at the same rates to the extent lawful.


 






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SECTION 9.02.                   Maintenance of Office or Agency. So long as any of the Notes remain outstanding, the Issuer shall maintain an office or
agency in the United States (which initially will be the Corporate Trust Office) where Notes may be presented or surrendered for payment,
where Notes may be surrendered for transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and of any change in the location,
of such office or agency. If at any time the Issuer shall fail to maintain such office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.


 


The Issuer may also from time to time designate
one or more other offices or agencies where one or more series of Notes 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 Issuer of its obligation to maintain an office or agency in the United States for such purposes. The Issuer shall give
prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office
or agency.


 


SECTION 9.03.                    Money for Note Payments to be Held in Trust. If the Issuer shall at any time act as its own Paying Agent, it shall, on or
before each due date of the principal, premium, if any, or interest on any series of Notes, segregate and hold in trust for the benefit
of the Holders of such series of Notes a sum sufficient to pay such principal, premium or interest so becoming due until such sums shall
be paid to such Holders of the Notes of such series or otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.


 


Whenever the Issuer shall have one or more Paying
Agents, it shall, on or prior to each due date of the principal, premium, if any, or interest, on any series of Notes, deposit with a
Paying Agent a sum sufficient to pay such principal, premium, or interest so becoming due, such sum to be held in trust for the benefit
of the Holders of the Notes of such series entitled to the same and (unless such Paying Agent is the Trustee) the Issuer shall promptly
notify the Trustee of its action or failure so to act.


 


The Issuer shall cause each Paying Agent other
than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section 9.03, that such Paying Agent shall:


 


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


 






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(2)            give the Trustee prompt notice of any default by the Issuer (or any other obligor upon the Notes of such series) in the making
of any such payment of principal, premium, if any, or interest, on such Notes; and


 


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


 


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


 


SECTION 9.04.                   Certificate to Trustee. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the
Issuer ending after the initial issuance of Notes under this Indenture, an Officer’s Certificate that complies with TIA Section
314(a)(4) stating that in the course of the performance by the signers of their duties as officers of the Issuer, they would normally
have knowledge of any default by the Issuer in the performance of any of its covenants or agreements contained herein, stating whether
or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature
thereof and the actions the Issuer intends to take in connection therewith.


 


SECTION 9.05.                   Existence. Subject to Article VII, the Issuer shall do or cause to be done all things necessary to preserve and keep in
full force and effect its limited liability company existence.


 


SECTION 9.06.                   Limitation on Liens. The Issuer shall not, and shall not permit any Significant Subsidiary to, create, incur, assume or
permit to exist any lien on any property or asset (including the capital stock of any Subsidiary), to secure any Indebtedness of the Issuer,
any Significant Subsidiary or any other Person, without securing the Notes equally and ratably with such Indebtedness for so long as such
Indebtedness shall be so secured. The foregoing shall not apply to:


 


(1)          
liens on assets or property of a Person at the time it becomes a Subsidiary securing only Indebtedness of such Person; provided
such Indebtedness was not incurred in connection with such Person or entity becoming a Subsidiary and such liens do not extend to any
assets other than those of the Person becoming a Subsidiary;


 


(2)           
liens existing on assets created at the time of, or within 18 months after, the acquisition, purchase, lease, improvement or development
of such assets to secure all or a portion of the purchase price or lease for, or the costs of improvement or development of, such assets;


 






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(3)            liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings),
in whole or in part, of any Indebtedness secured by liens referred to in clauses (1) and (2) above or liens created in connection with
any amendment, consent or waiver relating to such Indebtedness, so long as such lien is limited to all or part of substantially the same
property which secured the lien extended, renewed or replaced, the amount of Indebtedness secured is not increased (other than by the
amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in connection with any extension, renewal,
refinancing or refunding) and the Indebtedness so secured does not exceed the fair market value (as determined by the Issuer’s Board
of Directors) of the assets subject to such liens at the time of such extension, renewal, refinancing or refunding, or such amendment,
consent or waiver, as the case may be;


 


(4)            liens on property incurred in Sale and Leaseback Transactions permitted by the second paragraph of Section 9.07;


 


(5)            liens in favor of only the Issuer or one or more Subsidiaries granted by the Issuer or a Subsidiary to secure any obligations owed
to the Issuer or a Subsidiary of the Issuer;


 


(6)            liens on assets of any subsidiary of the Issuer registered or regulated as a “broker” or “dealer” as such
terms are defined in Sections 3(a)(4) and (5) of the Exchange Act, as amended, created or otherwise arising in the ordinary course of
such Subsidiary’s business;


 


(7)            liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Issuer or
any Significant Subsidiary in the ordinary course of business;


 


(8)            liens in favor of the Trustee granted in accordance with the Indenture;


 


(9)            liens for taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or not yet subject
to penalties for nonpayment or that are being contested in good faith by appropriate proceedings and for which the Issuer or any Significant
Subsidiary, as applicable, has maintained adequate reserves in accordance with GAAP; and


 


(10)          liens otherwise prohibited by this Section 9.06, securing Indebtedness which, together with the value of Attributable Debt incurred
in Sale and Leaseback Transactions permitted under Section 9.07 below, do not exceed 15.0% of Consolidated Net Tangible Assets measured
at the date of incurrence of such liens.


 


SECTION 9.07.                    Limitation
on Sale-Leaseback Transactions. The Issuer shall not, and shall not permit any Significant Subsidiary to, enter into any
arrangement with any Person pursuant to which the Issuer or any Significant Subsidiary leases any property that has been or is to be
sold or transferred by the Issuer or the Significant Subsidiary to such Person (a “Sale and Leaseback
Transaction”), except that a Sale and Leaseback Transaction is permitted if the Issuer or such Significant Subsidiary
would be entitled to incur Indebtedness secured by a lien on the property to be leased (without equally and ratably securing the
Outstanding Notes) in an amount equal to the present value of the lease payments with respect to the term of the lease remaining on
the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the
lease, compounded semi-annually (such amount is referred to as the “Attributable Debt”).


 






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The foregoing shall not apply
to:


 


(a)           
temporary leases for a term, including renewals at the option of the lessee, of not more than three years;


 


(b)           
leases between only the Issuer and a Subsidiary of the Issuer or only between Subsidiaries of the Issuer;


 


(c)           
leases where the proceeds are at least equal to the fair market value (as determined by the Issuer’s board of directors)
of the property and the Issuer applies within 270 days after the sale of an amount equal to the greater of the net proceeds of the sale
or the Attributable Debt associated with the property to the retirement of long-term secured Indebtedness; and


 


(d)          
leases of property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction
or improvement, or the commencement of commercial operation of the property.


 


ARTICLE
X


REDEMPTION OF NOTES


 


SECTION 10.01.                 Optional Redemption. Unless otherwise provided pursuant to Section 2.01(1)(v)(f), the Issuer shall not be permitted to optionally
redeem Notes of any series.


 


SECTION 10.02.                  Mandatory Redemption. Unless otherwise provided pursuant to Section 2.01(1)(v)(f), the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes of any series.


 


[SIGNATURE PAGE FOLLOWS]


 






    50 


     


    

 


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


 


	 	SKYWORKS SOLUTIONS, INC.
	 	 
	 	By:	/s/ Kris Sennesael
	 	 	   Name:Kris Sennesael
	 	 	   Title:Chief Financial Officer


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Bradley E. Scarbrough
	 	 	   Name:Bradley E. Scarbrough
	 	 	   Title:Vice President