EXHIBIT 4.5


 





 



 


Dated as of [_____]



INDENTURE



SUBORDINATED DEBT SECURITIES



between



MACQUARIE INFRASTRUCTURE COMPANY LLC

as Company



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee


 





 






 




    	 



    	 



    

 


CROSS-REFERENCE SHEET*


 


	Section of Trust Indenture Act of 1939, as amended	Section of Indenture
	 	 
	310(a)(1)	6.09
	 	 
	310(a)(2)	6.09
	 	 
	310(a)(3)	Not Applicable
	 	 
	310(a)(4)	Not Applicable
	 	 
	310(b)	6.08, 6.10
	 	 
	311(a)	6.13
	 	 
	311(b)	6.13
	 	 
	312(a)	7.01, 7.02
	 	 
	312(b)	7.02
	 	 
	312(c)	7.02
	 	 
	313(a)	7.03
	 	 
	313(b)	7.03
	 	 
	313(c)	7.03
	 	 
	313(d)	7.03
	 	 
	314(a)	7.04
	 	 
	314(a)(4)	10.04
	 	 
	314(b)	Not Applicable
	 	 
	314(c)(1)	1.02
	 	 
	314(c)(2)	1.02
	 	 
	314(c)(3)	Not Applicable
	 	 
	314(d)	Not Applicable
	 	 
	314(e)	1.02
	 	 
	315(a)	6.01


 




    	 



    	 



    

 


	Section of Trust Indenture Act of 1939, as amended	Section of Indenture
	 	 
	315(b)	6.02
	 	 
	315(c)	6.01
	 	 
	315(d)	6.01
	 	 
	315(e)	5.14
	 	 
	316(a)	1.06
	 	 
	316(a)(1)(A)	5.02, 5.12
	 	 
	316(a)(1)(B)	5.13
	 	 
	316(a)(2)	Not Applicable
	 	 
	316(b)	5.08
	 	 
	316(c)	1.04
	 	 
	317(a)(1)	5.03
	 	 
	317(a)(2)	5.04
	 	 
	317(b)	10.03
	 	 
	318(a)	1.07


 


		*	This cross-reference sheet does not constitute part of the Indenture and shall not have any bearing
on the interpretation of any of its terms or provisions.



 




    	 



    	 



    

 


TABLE OF CONTENTS


	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	Section 1.01.	Definitions	1
	Section 1.02.	Compliance Certificates and Opinions	7
	Section 1.03.	Form of Documents Delivered to Trustee	8
	Section 1.04.	Acts of Holders; Record Dates	8
	Section 1.05.	Notices, Etc., to Trustee and Company	10
	Section 1.06.	Notice to Holders; Waiver	11
	Section 1.07.	Conflict with Trust Indenture Act	11
	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.	Legal Holidays	12
	Section 1.14.	Language of Notices, Etc	12
	Section 1.15.	Submission to Jurisdiction	12
	Section 1.16.	U.S.A. Patriot Act	12
	Section 1.17.	Force Majeure	12
	Section 1.18.	Waiver of Jury Trial	13
	 	 
	Article II SECURITY FORMS	13
	Section 2.01.	Forms Generally	13
	Section 2.02.	Form of Legend for Global Securities	13
	Section 2.03.	Form of Trustee’s Certificate of Authentication	14
	Section 2.04.	Securities in Global Form	14
	 	 
	Article III THE SECURITIES	15
	Section 3.01.	Amount Unlimited; Issuable in Series	15
	Section 3.02.	Denominations	18
	Section 3.03.	Execution, Authentication, Delivery and Dating	18
	Section 3.04.	Temporary Securities	19
	Section 3.05.	Registration, Registration of Transfer and Exchange	20
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	21
	Section 3.07.	Payment of Interest; Interest Rights Preserved	22
	Section 3.08.	Persons Deemed Owners	23
	Section 3.09.	Cancellation	23
	Section 3.10.	Computation of Interest	23
	Section 3.11.	CUSIP Numbers	23
	 	 
	Article IV SATISFACTION AND DISCHARGE	24
	Section 4.01.	Satisfaction and Discharge of Indenture	24
	Section 4.02.	Application of Trust Money	25


 




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	 	Page
	 	 
	Article V REMEDIES	25
	Section 5.01.	Events of Default	25
	Section 5.02.	Acceleration of Maturity; Rescission and Annulment	26
	Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee.	27
	Section 5.04.	Trustee May File Proofs of Claim	28
	Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	28
	Section 5.06.	Application of Money Collected	29
	Section 5.07.	Limitation on Suits	29
	Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	30
	Section 5.09.	Restoration of Rights and Remedies	30
	Section 5.10.	Rights and Remedies Cumulative	30
	Section 5.11.	Delay or Omission Not Waiver	30
	Section 5.12.	Control by Holders	30
	Section 5.13.	Waiver of Past Defaults	31
	Section 5.14.	Undertaking for Costs	31
	Section 5.15.	Waiver of Usury, Stay or Extension Laws	31
	 	 
	Article VI THE TRUSTEE	31
	Section 6.01.	Certain Duties and Responsibilities	31
	Section 6.02.	Notice of Defaults	32
	Section 6.03.	Certain Rights of Trustee	32
	Section 6.04.	Not Responsible for Recitals or Issuance of Securities	33
	Section 6.05.	May Hold Securities	33
	Section 6.06.	Money Held in Trust	34
	Section 6.07.	Compensation and Reimbursement	34
	Section 6.08.	Conflicting Interests	34
	Section 6.09.	Corporate Trustee Required; Eligibility	34
	Section 6.10.	Resignation and Removal; Appointment of Successor	35
	Section 6.11.	Acceptance of Appointment by Successor	36
	Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	37
	Section 6.13.	Preferential Collection of Claims Against Company	37
	Section 6.14.	Appointment of Authenticating Agent	38
	 	 
	Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	39
	Section 7.01.	Company to Furnish Trustee Names and Addresses of Holders	39
	Section 7.02.	Preservation of Information; Communications to Holders	39
	Section 7.03.	Reports by Trustee	40
	Section 7.04.	Reports by Company	40
	 	 







 




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	 	 	Page
	 	 	 
	Article VIII MERGER, CONSOLIDATION, SALE, ASSIGNMENT, TRANSFER
OR CONVEYANCE	40
	Section 8.01.	Company May Merge, Etc., Only on Certain Terms	40
	Section 8.02.	Successor Substituted	41
	 	 
	Article IX SUPPLEMENTAL INDENTURES	41
	Section 9.01.	Supplemental Indentures Without Consent of Holders	41
	Section 9.02.	Supplemental Indentures With Consent of Holders	42
	Section 9.03.	Execution of Supplemental Indentures	43
	Section 9.04.	Effect of Supplemental Indentures	44
	Section 9.05.	Conformity with Trust Indenture Act	44
	Section 9.06.	Reference in Securities to Supplemental Indentures	44
	 	 
	Article X COVENANTS	44
	Section 10.01.	Payment of Principal, Premium and Interest	44
	Section 10.02.	Maintenance of Office or Agency	44
	Section 10.03.	Money for Securities Payments to Be Held in Trust	45
	Section 10.04.	Statement by Officers as to Default	46
	Section 10.05.	Existence	46
	Section 10.06.	Maintenance of Properties	46
	Section 10.07.	Payment of Taxes and Other Claims	46
	Section 10.08.	Waiver of Certain Covenants	46
	Section 10.09.	Additional Amounts	47
	 	 
	Article XI REDEMPTION OF SECURITIES	47
	Section 11.01.	Applicability of Article	47
	Section 11.02.	Election to Redeem; Notice to Trustee	47
	Section 11.03.	Selection by Trustee of Securities to Be Redeemed	47
	Section 11.04.	Notice of Redemption	48
	Section 11.05.	Deposit of Redemption Price	49
	Section 11.06.	Securities Payable on Redemption Date	49
	Section 11.07.	Securities Redeemed in Part	49
	 	 
	Article XII SINKING FUNDS	50
	Section 12.01.	Applicability of Article	50
	Section 12.02.	Satisfaction of Sinking Fund Payments with Securities	50
	Section 12.03.	Redemption of Securities for Sinking Fund	50
	 	 
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE	51
	Section 13.01.	Company’s Option to Effect Defeasance or Covenant Defeasance	51
	Section 13.02.	Defeasance and Discharge	51
	Section 13.03.	Covenant Defeasance	51
	Section 13.04.	Conditions to Defeasance or Covenant Defeasance	51


 




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	 	 	Page
	 	 	 
	Section 13.05.	Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions	53
	Section 13.06.	Reinstatement	54
	 	 
	Article XIV SUBORDINATION OF SECURITIES	54
	Section 14.01.	Securities Subordinate to Senior Debt	54
	Section 14.02.	Counterparts and Originals	54


 




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INDENTURE, dated as of
_________, between Macquarie Infrastructure Company LLC, a limited liability company duly organized and existing under the laws
of the State of Delaware (herein called the “Company”), having its principal office at 125 West 55th
Street, New York, NY 10019 and Wells Fargo Bank, National Association, a nationally chartered banking association, as Trustee (herein
called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured, subordinated
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in
one or more series as in this Indenture provided.


 


All things necessary
to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


(4)         unless
the context otherwise requires, any reference to an “Article”, a “Section” or an “Exhibit”
refers to an Article, a Section or an Exhibit, as the case may be, of or to this Indenture; and


 




    	 



    	 



    

 


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


 


Certain terms, used principally
in Article VI and Article XIII, are defined in those Articles.


 


“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.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee
to authenticate Securities of one or more series.


 


“Authorized
Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each
place in connection with which the term is used or in the financial community of each such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers
in the same city meeting the foregoing requirements and in each case on any Business Day.


 


“Board of
Directors” means either the board of directors of the Company or any duly authorized committee of that board of directors.


 


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


 


“Business
Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order
to close.


 


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


 




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


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the
Company by its Chief Executive Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller
or an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall
be administered, which as of the date hereof is located at 150 East 42nd Street, 40th Floor, New York, New
York 10017, Attention: Corporate Trust Services.


 


“corporation”
means a corporation, association, company, limited liability company, joint-stock company or business trust.


 


“covenant
defeasance” has the meaning specified in Section 13.03.


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


“defeasance”
has the meaning specified in Section 13.02.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.01, which shall initially be the Depositary Trust Company.


 


“Event of
Default” has the meaning specified in Section 5.01.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended
from time to time.


 


“Expiration
Date” has the meaning specified in Section 1.04.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.02
(or such legend as may be specified as contemplated by Section 3.01 for such Securities).


 


“Government
Obligation” has the meaning specified in Section 13.04.


 


“Holder”
means the Person in whose name the Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.


 




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“interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.


 


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


 


“Investment
Company Act” means the United States Investment Company Act of 1940 and any statute successor thereto, in each case
as amended from time to time.


 


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


 


“Notice of
Default” means a written notice of the kind specified in Section 5.01(4).


 


“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section
10.04 shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion
of Counsel” means a written opinion of counsel, which may be an employee of the Company.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


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


 




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(3)         Securities,
except to the extent provided in Sections 13.02 and 13.03, with respect to which the Company has effected defeasance
or covenant defeasance as provided in Article XIII; and


 


(4)         Securities
that have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver, or other action hereunder as of any date or whether a quorum
is present at a meeting of Holders of Securities, (A) the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of such date upon acceleration
of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such date, the principal amount payable at
the Stated Maturity of a Security is not determinable, the principal amount of such Security that shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section 3.01, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security
(or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver, or other action, or upon any such determination
as to the presence of a quorum, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be
so disregarded.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the
Company, which shall initially be the Trustee.


 


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


 


“Place of
Payment”, when used with respect to the Securities of any series, means the place or places specified in accordance
with Section 3.01 where the principal of and any premium and interest on the Securities of that series are payable.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.


 




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


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date
specified for that purpose as contemplated by Section 3.01.


 


“Responsible
Officer”, when used with respect to the Trustee, means any vice president, the treasurer, any assistant treasurer,
any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have responsibility for the administration of this Indenture.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture provided, however, that if at any time there is more than one Person acting as Trustee under
this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning
stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


“Securities
Act” means the United States Securities Act of 1933 and any statute successor thereto, in each case as amended from
time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section
3.05.


 


“Senior Debt”
shall, with respect to any series of securities, have the meaning set forth in the Officers’ Certificate or supplemental
indenture or indentures relating to such series of securities.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


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


 




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“Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting
stock” means the equity interest that ordinarily has voting power for the election of directors, managers or trustees
of an entity, or persons performing similar functions, whether at all times or only so long as no senior class of equity interest
has such voting power by reason of any contingency.


 


“Trust Indenture
Act” means the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


“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 Securities of any series shall mean the Trustee with respect to Securities of that series.


 


“United States
Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members
of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.


 


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


 


Section
1.02.         Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 10.04) shall include,


 


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


 


(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;


 




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


 


(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. 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 other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion
of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


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


 


Section
1.04.         Acts of Holders; Record Dates. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made 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 agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


 




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


 


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


 


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


 


The Company may set any
day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided, that the Company may not set a record date
for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section
1.06.


 


The Trustee may set any
day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any
request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record date; provided, that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing
in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 1.06.


 




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With respect to any record
date set pursuant to this Section, the party hereto that sets such record date may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party
hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.


 


Without limiting the
foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.


 


Without limiting the
generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Security, may make, give or take,
by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Security
may provide its proxy or proxies to the beneficial owners of interests in any such Global Security through such Depositary’s
standing instructions and customary practices.


 


Section
1.05.         Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,


 


(1)         the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Services, or


 


(2)         the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument, Attention: General Counsel, or at any other address previously furnished in writing
to the Trustee by the Company.


 




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Section
1.06.         Notice to Holders; Waiver. Except as otherwise expressly
provided herein, where this Indenture provides for notice of any event to Holders of Securities, such notice shall be sufficiently
given to Holders of Securities if in writing and mailed, first-class postage prepaid or via email, to each Holder of a Security
affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.


 


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


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


Section
1.07.         Conflict with Trust Indenture Act. This Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may
be.


 


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


 


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


 


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


 


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


 


Section
1.12.         Governing Law. This Indenture and the Securities shall
be governed by and construed in accordance with the law of the State of New York.


 




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Section
1.13.         Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of
any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or sinking
fund payment date or at the Stated Maturity or Maturity, as the case may be.


 


Section
1.14.         Language of Notices, Etc. Any request, demand, authorization,
direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country of publication.


 


Section
1.15.         Submission to Jurisdiction. The Company irrevocably submits
to the non-exclusive jurisdiction of any federal or state court in the City, County and State of New York and any appellate court
from any thereof, in any legal suit, action or proceeding based on or arising under the Securities or this Indenture and agrees
that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, to
the fullest extent permitted by law, any objection to any such suit, action or proceeding in such courts, whether on the grounds
of venue, residence or domicile or the defense of an inconvenient forum or objections to personal jurisdiction with respect to
the maintenance of such legal suit, action or proceeding. The Company agrees that the final judgment in any such suit, action
or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction
of which the Company is subject by a suit upon such judgment.


 


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 reasonably request in order for the Trustee to satisfy the requirements
of the U.S.A. Patriot Act.


 


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


 




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Section
1.18.         Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Article
II



SECURITY FORMS


 


Section
2.01.         Forms Generally. The Securities of each series shall
be in substantially the forms set forth in Exhibits A and A1 or in such other form (including temporary or permanent
global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith,
be determined by the officers executing such Securities as evidenced by their execution thereof. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities (or any such temporary
global Security).


 


The definitive Securities
shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of such Securities.


 


Section
2.02.         Form of Legend for Global Securities. Unless otherwise
specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 




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Section
2.03.         Form of Trustee’s Certificate of Authentication.
The Trustee’s certificates of authentication shall be in substantially the following form:


 


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


 





	Wells Fargo Bank, National Association
	As Trustee
	 	 
	By:	 
	 	Authorized Signatory
	 	Name:
	 	Title:











 


Section
2.04.         Securities in Global Form. If Securities of or within
a series are issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding Clause (3) of
Section 3.01 and the provisions of Section 3.02, any such Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant
to Section 3.03 or Section 3.04. Subject to the provisions of Section 3.03 and, if applicable, Section
3.04, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or Section 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement
or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.02 and need
not be accompanied by an Opinion of Counsel.


 


The provisions of the
last sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by
the last sentence of Section 3.03.


 


Notwithstanding the provisions
of Section 2.01 and 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal
of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.


 




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Article
III



THE SECURITIES


 


Section
3.01.         Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be
issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


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


 


(2)         any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities
which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


 


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


 


(4)         the
date or dates upon which the principal of the Securities of the series is payable and whether the Stated Maturity may be extended
or the method used to determine or extend those dates;


 


(5)         the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall
be determined, whether such rate or rates may be reset, the date or dates from which any such interest shall accrue or the method
used for determining those dates, the Interest Payment Dates on which any such interest shall be payable and the Regular Record
Date for the interest payable on any Securities on any Interest Payment Date or method by which such date or dates shall be determined;


 


(6)         the
basis for calculating interest if other than a 360-day year of twelve 30-day months;


 


(7)         the
right, if any, to extend the interest payment periods and the duration of any such deferral period;


 


(8)         whether
the amount of payments of principal (or premium, if any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or
more currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;


 




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(9)         the
place or places where, subject to the provisions of Section 10.02, the principal of and any premium, if any, and interest,
if any, on Securities of the series shall be payable, where any Securities of the series may be surrendered for registration of
transfer, where Securities of the series may be surrendered for exchange, as applicable, and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be served;


 


(10)        the
rate or rates of amortization of Securities of the series, if any;


 


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


 


(12)        the
period or periods within which, the price or prices at which, and the terms and conditions upon which any Securities of the series
may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be evidenced;


 


(13)        any
restriction or condition on the transferability of Securities of a particular series;


 


(14)        if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(15)        the
currency or currencies, including composite currencies or currency units, in which payment of the principal of and any premium
and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of
“Outstanding” in Section 1.01;


 


(16)        if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or
the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities
as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(17)        provisions,
if any, granting special rights to Holders of the Securities upon the occurrence of specified events;


 


(18)        any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
5.02;


 




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(19)        any
addition to or change in the definitions set forth in Article I that apply to the Securities of the series, and any addition
to or change in the covenants set forth in Article X which applies to Securities of the series;


 


(20)        if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02
or Section 13.03 or both such Sections, any variations of such Sections and, if other than by a Board Resolution, the manner
in which any election by the Company to defease such Securities shall be evidenced;


 


(21)        whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security
may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner provided in Section 3.05;


 


(22)        if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 2.02 and any circumstances in addition
to or in lieu of those set forth in the fourth paragraph of Section 3.05 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(23)        the
appointment of any paying agents, authenticating agents, transfer agents, registrars or other agents, if other than the Trustee;


 


(24)        the
Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and
the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will
be paid, if other than in the manner provided in Section 3.04;


 


(25)        if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
such case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(26)        whether,
under what circumstances and the Currency in which the Company will pay additional amounts as contemplated by Section 10.09
on the Securities of the series to any Holder who is not a United States Person(s) (including any modification to the definition
of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such additional amounts (and the terms of any such option);


 




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(27)        the
specific subordination provisions applicable to the Securities; and


 


(28)        any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(5)).


 


All Securities of such
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto.


 


If any of the terms of
the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
of the Officers’ Certificate setting forth the terms of the series.


 


The Securities shall
be subordinated in right of payment to Senior Debt as provided, with respect to any series of Securities, in an Officers’
Certificate, supplemental indenture or indentures relating to such series of Securities.


 


Section
3.02.         Denominations. Unless otherwise provided as contemplated
by Section 3.01 with respect to the Securities of any series, any Securities of such series, other than Securities issued
in global form (which may be of any denomination), shall be issuable in denominations of $2,000 and integral multiples of $1,000
in excess thereof.


 


Section
3.03.         Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chief Executive Officer, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.


 


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


 


At any time and from
time to, time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the forms or terms of the
Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01
and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating,


 




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(1)         if
the forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, that
such form have been established in conformity with the provisions of this Indenture;


 


(2)         if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that
such terms have been established in conformity with the provisions of this Indenture; and


 


(3)         that
such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.


 


If such form or terms
have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner that is not reasonably acceptable to the Trustee.


 


Notwithstanding the provisions
of Section 3.01 and of the two preceding paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the authentication
of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.


 


Each Security shall be
dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 


Section
3.04.         Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.


 






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If temporary Securities
of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of that series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and like aggregate principal amount and tenor.


 


Until exchanged in full
as hereinafter provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder.


 


Section
3.05.         Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at an office or agency to be maintained by the Company in accordance with Section 10.02 a register (being the combined register of the Security Registrar and all transfer agents designated pursuant to Section
10.02 for the purpose of registration of transfer of Securities and sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and the registration of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


 


Upon surrender for registration
of transfer of any Security of a series at the office or agency of the Company maintained pursuant to Section 10.02 for
such purpose in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount.


 


At the option of the
Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.


 


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


 




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


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


If the Securities of
any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending
at the close of business on the day of the mailing of the relevant notice of redemption or (B) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


The Trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


Neither the Trustee nor
any agent shall have any responsibility for any actions taken or not taken by the Depositary.


 


Section
3.06.         Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


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


 




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


 


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


 


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


 


Section
3.07.         Payment of Interest; Interest Rights Preserved. Except
as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.


 


Any interest on any Security
of any series 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 Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1)
or (2) below:


 


(1)         The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06, not
less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2).


 




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


 


Subject to the foregoing
provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


Section
3.08.         Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 3.05 and Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 


Section
3.09.         Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of in the customary manner of the Trustee.


 


Section
3.10.         Computation of Interest. Except as otherwise specified
as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


Section
3.11.         CUSIP Numbers. The Company in issuing the
Securities may use  “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use such
“CUSIP” numbers 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 of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will
notify the Trustee of any change to the “CUSIP” numbers.


 






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Article
IV



SATISFACTION AND DISCHARGE


 


Section
4.01.         Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange
of Securities herein expressly provided for, and any right to receive additional amounts, as provided in Section 10.09),
and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


 


(1)         either


 


(A)         all
Securities theretofore authenticated and delivered (other than Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06 and Securities for the payment of which money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


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


 


(i)          have
become due and payable, or


 


(ii)         will
become due and payable at their Stated Maturity within one year, or


 


(iii)        are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,


 


and the Company, in the
case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an
amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)         the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 




    	-24-



    	 



    

 


 


(3)         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the
Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph
of Section 10.03 shall survive such satisfaction and discharge.


 


Section
4.02.         Application of Trust Money. Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held
in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for the payment of which such money has been deposited with the
Trustee.


 


Article
V



REMEDIES


 


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


 


(1)         default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default
for a period of 30 days; or,


 


(2)         default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)         default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)         default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder or


 




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(5)         the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days;


 


(6)         the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, of the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action;
or


 


(7)         any
other Event of Default provided with respect to Securities of that series.


 


Section
5.02.         Acceleration of Maturity; Rescission and Annulment. If
an Event of Default (other than an Event of Default specified in Section 5.01(5) or 5.01(6)) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount
of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in Section 5.01(5) or 5.01(6)) with respect
to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.


 




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At any time after such
a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if


 


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


 


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


 


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


 


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


 


(D)         all
sums paid or advanced by the Trustee hereunder and the owed compensation, expenses, disbursements, indemnities and advances of
the Trustee, its agents and counsel;


 


and


 


(2)         all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


Section
5.03.         Collection of Indebtedness and Suits for Enforcement by Trustee.
 The Company covenants that if


 


(1)         default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for
a period of 30 days, or


 


(2)         default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, in the case of technical
or administrative difficulties only if such a default persists for a period of five days,


 


the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the
owed compensation, expenses, disbursements, indemnities and advances, of the Trustee, its agents and counsel.


 




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


 


If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem reasonably necessary 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
5.04.         Trustee May File Proofs of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder 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 it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section
6.07.


 


No provision of this
Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Securities 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; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


 


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


 




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


 


FIRST: To the payment
of all amounts due the Trustee under Section 6.07;


 


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


 


THIRD: To the payment
of the remainder, if any, to the Company or any other Person or Persons entitled thereto.


 


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


 


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


 


(2)         the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 




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Section
5.08.         Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Sections 3.05 and
3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section
5.09.         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, or has been determined adversely to the Trustee or to such Holder; then and in every such case, subject
to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


Section
5.10.         Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


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


 


Section
5.12.         Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to
the Securities of such series, provided that


 


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


 


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


 




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Section
5.13.         Waiver of Past Defaults. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series waive any past default hereunder with respect to such series and its consequences, except a default


 


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


 


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


 


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


 


Section
5.14.         Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs including reasonable attorneys’ fees and expenses against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the
Trustee.


 


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


 


Article
VI



THE TRUSTEE


 


Section
6.01.         Certain Duties and Responsibilities. The duties and responsibilities
of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 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.


 




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Section
6.02.         Notice of Defaults. If a default occurs hereunder with
respect to Securities of any series and is known to the Trustee, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the
case of any default of the character specified in Section 5.01(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series.


 


Section
6.03.         Certain Rights of Trustee. Subject to the provisions
of Section 6.01:


 


(1)         the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document (whether in its original or facsimile form) 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 Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and
any resolution of the Board of Directors shall 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 Officers’ Certificate;


 


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


 


(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 to the Trustee reasonable security or
Indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(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, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company;


 




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(7)         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
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(9)         the
Trustee shall not be deemed to have notice of any Event of Default or any event which, after notice or lapse of time or both, would
become an Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture;


 


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


 


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


 


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


 


(13)        the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


Section
6.04.         Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section
6.05.         May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.


 




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Section
6.06.         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 Company.


 


Section
6.07.         Compensation and Reimbursement. The Company agrees


 


(1)         to
pay to the Trustee from time to time such compensation as the Trustee and the Company shall from time to time agree to 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 expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined
to have been caused by its own negligence or bad faith; and


 


(3)         to
indemnify the Trustee for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the 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.


 


Section
6.08.         Conflicting Interests. If the Trustee has or shall acquire
a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee
under this Indenture with respect to Securities of more than one series.


 


Section
6.09.         Corporate Trustee Required; Eligibility. There shall
at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in New York,
New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising
or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 




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Section
6.10.         Resignation and Removal; Appointment of Successor. No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 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 Securities of such series.


 


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


 


If at any time:


 


(1)         the
Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or


 


(2)         the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


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


 


then, in any such case,
(A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders
of Securities of such series and accepted appointment in the manner required by Section 6.11, any Holder who has been
a bona tide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 




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The Company shall give
notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders of Securities 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 Securities of such series
and the address of its Corporate Trust Office.


 


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


 


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


 




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Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in 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.


 


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


 


Section
6.13.         Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall
be subject to the provisions of Section 311 of the Trust Indenture Act, but only to the extent therein specified, regarding the
collection of claims against the Company (or any such other obligor). For purposes of Section 311(b)(4) and (6) of such Act, the
following terms shall mean:


 


(i)          “cash
transaction” means any transaction in which full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand;
and


 


(ii)         “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by
the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise
or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising
from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 




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Section
6.14.         Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy
of such evidence shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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.


 




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


 


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





 


	Wells Fargo Bank, National Association
	As Trustee
	 	 
	By:	 
	 	As Authenticating Agent
	 	Authorized Officer











 


If all of the Securities
of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having
an office in a Place of Payment designated by the Company with respect to such series of Securities.


 


Article
VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.01.         Company to Furnish Trustee Names and Addresses of Holders.
In the event the Trustee is not acting as the Security Registrar, the Company will furnish or cause to be furnished to the Trustee


 


(1)         semi-annually,
not later than 15 days after each Regular Record Date or, in the case of any series of Securities on which semi-annual interest
is not payable, not more than 15 days after such semi-annual dates specified by the Trustee, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of each series as of the Regular Record Date or
such semi-annual date, as the case may be, and


 


(2)         at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


Section
7.02.         Preservation of Information; Communications to Holders.
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished.


 




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The rights of Holders
to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.


 


Section
7.03.         Reports by Trustee. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act
annually on or prior to May 15.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities
are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any
stock exchange or delisted therefrom.


 


Section
7.04.         Reports by Company. The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.


 


Article
VIII


 




MERGER, CONSOLIDATION, SALE, ASSIGNMENT, TRANSFER OR CONVEYANCE


 


Section
8.01.         Company May Merge, Etc., Only on Certain Terms. The Company
shall not merge with or into or consolidate with any other Person or sell, assign, transfer or convey all or substantially all
of its properties and assets to any Person (other than a direct or indirect wholly-owned subsidiary of the Company), and the Company
shall not permit any Person (other than a direct or indirect wholly-owned subsidiary of the Company) to merge with or into or
consolidate with the Company or sell, assign, transfer or convey its properties and assets substantially as an entirety other
than to the Company, unless:


 


(1)         the
Company is the surviving corporation, or, in case the Company shall merge into or consolidate with another Person or sell, assign,
transfer or convey its properties and assets substantially as an entirety to any Person, the Person into which the Company is merged
or formed by such consolidation or the Person which acquires by sale, assignment, transfer or conveyance its properties and assets
substantially as entirety of the Company shall be a corporation, partnership or trust, organized and validly existing under the
laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest (including all additional amounts, if any payable pursuant to Section 10.09)
on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed
or observed;


 




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(2)         immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary
as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and
be continuing;


 


(3)         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance or transfer and if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been
complied with.


 


Section
8.02.         Successor Substituted. Upon any merger of the Company
into, or consolidation of the Company with, any other Person or any sale, assignment, transfer or conveyance of the properties
and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person into which
the Company is merged or formed by such consolidation or to which such sale, assignment, transfer or conveyance is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein, and thereafter, the predecessor Person shall be relieved
of all obligations and covenants under this Indenture and the Securities.


 


Article
IX



SUPPLEMENTAL INDENTURES


 


Section
9.01.         Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


 


(1)         to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants, agreements
and obligations of the Company herein and in the Securities; or


 


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


 




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(3)         to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or


 


(4)         to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or


 


(5)         to
secure the Securities; or


 


(6)         to
establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


 


(7)         to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(8)         (i)
to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or (ii) to make any other provisions with respect to matters or questions arising under this Indenture, provided
that such action pursuant to this Clause (8(ii)) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect; or


 


(9)         to
supplement any provisions of this Indenture necessary to defease and discharge the Securities of any series, provided that
such action does not adversely affect the interests of the Holders of the Securities in any material respect; or


 


(10)        to
comply with the rules or regulations of any securities exchange or automated quotation system on which any Securities are listed
or traded; or


 


(11)        to
add, change or eliminate any provisions of this Indenture in accordance with any amendments to the Trust Indenture Act, provided
that such action does not adversely affect the interests of the Holders of the Securities in any material respect.


 


Section
9.02.         Supplemental Indentures With Consent of Holders. With
the consent of the Holders of not less than 50% in aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may 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 modifying in any manner
the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,


 




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(1)         change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of
the Company to pay additional amounts pursuant to Section 10.09 (except as contemplated by Section 8.01(1) and permitted
by Section 9.01(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security
which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change
any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders, or


 


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


 


(3)         modify
any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this Clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to the “Trustee” and concomitant changes in this
Section and Section 10.08, or the deletion of this proviso, in accordance with the requirements of Sections 6.11
and 9.01(7).


 


A supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series
with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders
of Securities of any other series.


 


It shall not be necessary
for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


 


Section
9.03.         Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and that such supplemental indenture is the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s rights, duties or immunities under this Indenture or otherwise.


 




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Section
9.04.  Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


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


 


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


 


Article
X



COVENANTS


 


Section
10.01.  Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of
Holders of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section
10.02.  Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series
an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such
required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof,
such presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 




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Section
10.03.  Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium
or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay the principal and any premium or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


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


 


The Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default
by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities
of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series.


 


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


 


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


 




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Section
10.04.  Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not
to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.


 


Section
10.05.  Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights (in accordance with its organizational documents and the laws
of the State of Delaware) and franchises; provided, however, that the Company shall not be required to preserve any such right
or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any material respect to the ability of the Company
to make payments hereunder.


 


Section
10.06.  Maintenance of Properties. The Company will cause all properties used or useful in the conduct
of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent
the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material
respect to the ability of the Company to make payments hereunder.


 


Section
10.07.  Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in good faith.


 


Section
10.08.  Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 3.01
for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(12), 9.01(2)
or 9.01(7) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least
50% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 




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Section
10.09.  Additional Amounts. If the Securities of a series provide for the payment of additional amounts,
the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security
of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.


 


Article
XI



REDEMPTION OF SECURITIES 


 


Section
11.01.  Applicability of Article. Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for
such Securities) in accordance with this Article.


 


Section
11.02.  Election to Redeem; Notice to Trustee. In case of any redemption at the election of the Company
of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall,
at least 35 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed (unless all of the Securities of a specified tenor are to be redeemed). In the case
of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction or condition.


 


Section
11.03.  Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method
is in accordance with the procedures of the Depositary and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount
of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series or
of the principal amount of global securities of such series. If less than all of the Securities of such series and of a specified
tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in
accordance with the preceding sentence. If so specified in the Securities of a series, partial redemptions must be in an amount
not less than $1,000,000 principal amount of Securities.


 




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


 


The provisions of the
two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security
is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount
of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such
Security.


 


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


 


Section
11.04.  Notice of Redemption. Notice of redemption shall be given in the manner provided in Section
1.06 to the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.


 


All notices of redemption
shall state:


 


(1)     the
Redemption Date,


 


(2)     the
Redemption Price,


 


(3)     if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed,


 


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


 


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


 


(6)     that
the redemption is for a sinking fund, if such is the case, and


 




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(7)     applicable
CUSIP numbers, if any.


 


A notice of redemption
published as contemplated by Section 1.06 need not identify particular Registered Securities to be redeemed.


 


Notice of redemption
of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by
the Trustee in the name and at the expense of the Company and shall be irrevocable.


 


Section
11.05.  Deposit of Redemption Price. Prior to 12:00 noon (Eastern Standard Time) on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that
date.


 


Section
11.06.  Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.01, installments of interest on Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section
3.07.


 


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


 


Section
11.07.  Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.


 




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Article
XII



SINKING FUNDS


 


Section
12.01.  Applicability of Article. The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01 for such Securities.


 


The minimum amount of
any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities
as provided for by the terms of such Securities.


 


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


 


Section
12.03.  Redemption of Securities for Sinking Fund. Not less than 45 days prior (unless a shorter period
shall be satisfactory to the Trustee) to each sinking fund payment date for any Securities, the Company will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the
terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.


 




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Article
XIII



DEFEASANCE AND COVENANT DEFEASANCE


 


Section
13.01.  Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may at its option,
at any time, elect to have either Section 13.02 or Section 13.03 applied to the Outstanding Securities of any series
upon compliance with the conditions set forth below in this Article XIII.


 


Section
13.02.  Defeasance and Discharge. Upon the Company’s exercise of the option provided in Section
13.01 applicable to this Section, the Company shall be deemed to have been discharged from its obligations with respect to
the Outstanding Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such series
and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of the Securities of such series to receive, solely from the trust fund described
in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and
interest on the Securities of such series when such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 3.05, 3.06, 10.02 and 10.03, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may
exercise its option under this Section 13.02 notwithstanding the prior exercise of its option under Section 13.03.


 


Section
13.03.  Covenant Defeasance. Upon the Company’s exercise of the option provided in Section 13.01
applicable to this Section, (i) the Company shall be released from its obligations with respect to the Securities of such Series
under Section 8.01, Sections 10.05 through 10.09, inclusive, and any covenants provided pursuant to Section
3.01(12), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (ii) the occurrence of an
event specified in Sections 5.01(4), (5), (6) or (7) shall not be deemed to be an Event of Default
on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose,
such covenant defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such Section or Clause whether directly or indirectly by reason of any reference elsewhere herein
to any such Section or Clause or by reason of any reference in any such Section or Clause to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


Section
13.04.  Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application
of either Section 13.02 or Section 13.03 to the then Outstanding Securities of any series:


 




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(1)     The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.09 who shall agree to comply with the provisions of this Article XIII applicable to it) as trust funds
in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of the Securities of such series, (A) money in an amount, or (B) Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before
the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, premium, if any,
and each installment of interest on the Securities on the Stated Maturity of such principal or installment of interest in accordance
with the terms of this Indenture and of the Securities of such series. For this purpose, “Government Obligations”
means, with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency
in which such series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is
a member of the European Monetary Union) for the payment of which its full faith and credit is pledged or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the
option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America
or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the
holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect
of the such Government Obligation or the specific payment of principal of or interest on such Government Obligation evidenced by
such depository receipt.


 


(2)     In
the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an opinion of Counsel stating that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit, defeasance and discharge had not occurred.


 


(3)     In
the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect the that Holders of the Outstanding Securities
of such series will not recognize gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case
if such deposit and covenant defeasance had not occurred.


 




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(4)     No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and (6)
are concerned, at any time during the period ending on the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).


 


(5)     Such
defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 6.08
and for purposes of the Trust Indenture Act with respect to any securities of the Company.


 


(6)     Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.


 


(7)     The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or the covenant defeasance under Section
13.03 (as the case may be) have been complied with.


 


(8)     Such
defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as
defined in the Investment Company Act, or such trust shall be qualified under such act or exempt from regulation thereunder.


 


(9)     At
the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Debt shall have
occurred and be continuing, (B) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming,
and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment
of such Senior Debt has been made or duly provided for), and (C) no other event of default with respect to any Senior Debt shall
have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee
on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become
due and payable.


 


Section
13.05.  Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 10.03, all money and Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely for purposes of this Section and Section 13.06,
the Trustee and any such other trustee are referred to collectively, for purposes of this Section 13.05, as the “Trustee”)
pursuant to Section 13.04 in respect of the Securities of such series shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities of such series and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities
of such series, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by law.


 




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The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of the Outstanding Securities.


 


Anything in this Article
XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or Government Obligations held by it as provided in Section 13.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.


 


Section
13.06.  Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with
Section 13.02 or 13.03 by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such
series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII until such time
as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.02 or 13.03; provided,
however, that if the Company makes any payment of principal of (and premium, if any) or interest on any Security following
the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the Securities of such series
to receive such payment from the money held by the Trustee or the Paying Agent.


 


Article
XIV



SUBORDINATION OF SECURITIES


 


Section
14.01.  Securities Subordinate to Senior Debt. The Securities of a series issued hereunder shall be subordinated
in right of payment to the extent provided in the subordination provisions with respect to the Securities of such series that are
established, subject to Section 3.03 herein, pursuant to an Officers’ Certificate, supplemental indenture or indentures.


 


Section
14.02.  Counterparts and Originals. This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
instrument.


 


The exchange of copies
of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


*     *     *


 




    	-54-



    	 



    

 


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


 


	 	
        MACQUARIE INFRASTRUCTURE

        COMPANY LLC

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Wells Fargo Bank, National Association
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	 



    	 



    

 


EXHIBIT A


 


Form of Face of Security


 


MACQUARIE INFRASTRUCTURE COMPANY LLC


 


	No._________	________________________________________	$________


 


Macquarie Infrastructure
Company LLC, a Delaware limited liability company (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________, or registered
assigns, the principal sum of ______ Dollars on ________ [if the Security is to bear interest prior to Maturity, insert
—, and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on _________ and _______in each year, commencing __________, at the rate of ______% per annum,
until the principal hereof is paid or made available for payment [if applicable, insert —, provided that any principal
and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ________% per annum (to
the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].


 


[If the Security is not
to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of
a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal
and any overdue premium shall bear interest at the rate of ______% per annum (to the extent that the payment of such interest shall
be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any
overdue principal or premium shall be payable on demand.


 


Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained
for that purpose in ________, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Company payment of interest
may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register
or (ii) wire transfer in immediately available funds to the place and account designated in writing by the Person entitled to such
payment as specified in the Security Register.


 




    	 



    	 



    

 


EXHIBIT A


Page 2


 


Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


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


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate seal.


 


	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	 



    	 



    

 


EXHIBIT A1


 


Form of Reverse of Security


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of ___________ (herein called the “Indenture”,
which term shall have the meaning assigned to it in such instrument), between the Company and Wells Fargo Bank, National Association,
a nationally chartered banking association, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee[, the holders of Senior Debt] and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. [This Security is
one of the series designated on the face hereof, limited in aggregate principal amount to $ _______.]


 


[If applicable, insert
— The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable,
insert — (1) on ________ in any year commencing with the year _________ and ending with the year _________ through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert — (1) on or after _______], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before _________ , _________%,
and if redeemed] during the 12-month period beginning ___________ of the years indicated,


 


	
        Year
	 	
        Redemption

        Price
	 	
        Year
	 	
        Redemption

        Price



 


and thereafter at a Redemption Price equal
to _________ % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through
operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert
— The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on ________
in any year commencing with the year ________and ending with the year _______through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert — on or after _______], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _________of
the years indicated,


 




    	 



    	 



    

 


Exhibit A1

Page 2


 


	
        Year
	 	
        Redemption Price for

        Redemption Through

        Operation of the Sinking Fund
	 	
        Redemption Price for

        Redemption Otherwise Than

        Through Operation of the

        Sinking Fund



 


and thereafter at a Redemption Price equal
to _________ % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund
or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert
— Notwithstanding the foregoing, the Company may not, prior to _________ redeem any Securities of this series as contemplated
by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than _________% per annum.]


 


[If applicable, insert
— The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ______and
ending with the year ________ of [if applicable, insert — not less than $ _______(“mandatory sinking fund”) and
not more than] $ _______aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed
by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in
the inverse order in which they become due].]


 


[If the Security is subject
to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


The indebtedness evidenced
by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder
of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions of the Indenture, (b) authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof,
by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and
in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such
Holder upon said provisions.


 




    	 



    	 



    

 


Exhibit A1

Page 3


 


[If applicable, insert
— The Securities shall [not be superior in right of payment to, and shall] rank pari passu with[,] —
insert description of existing debt of the Company that is intended to rank on a parity with the Securities.]


 


[If applicable, insert
— The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions
set forth in the Indenture.]


 


[If the Security is not
an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]


 


[If the Security is an
Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and
be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the
effect provided in the Indenture. Such amount shall be equal to —insert formula for determining the amount. Upon payment
(i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of 50% in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity
satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt- of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.


 




    	 



    	 



    

 


Exhibit A1

Page 4


 


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


 


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


 


The Securities of this
series are issuable only in registered form without coupons in denominations of $________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


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


 


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