Exhibit 4.1


 


EXECUTION
VERSION


 




 


 


 


Reliance Steel & Aluminum Co.


 


as Issuer


 


and


 


Wells Fargo Bank, National Association,


 


as Trustee


 


 


INDENTURE


 


Dated as of August 3, 2020


 


 


DEBT SECURITIES


 


 


 


 






    


     


    

 


CERTAIN SECTIONS OF THIS INDENTURE

RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

OF THE TRUST INDENTURE ACT OF 1939


 


	Trust Indenture Act Section	 	INDENTURE

 Section
	Section 310(a)(1)	 	Section 609
	(a)(2)	 	Section 609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	Section 608
	 	 	Section 610
	Section 311(a)	 	Section 613
	(b)	 	Section 613
	Section 312(a)	 	Section 701
	 	 	Section 702
	(b)	 	Section 702
	(c)	 	Section 702
	Section 313(a)	 	Section 703
	(b)	 	Section 703
	(c)	 	Section 703
	(d)	 	Section 703
	Section 314(a)	 	Section 704
	(a)(4)	 	Section 1004
	(b)	 	Not Applicable
	(c)(1)	 	Section 102
	(c)(2)	 	Section 102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	Section 102
	Section 315(a)	 	Section 601
	(b)	 	Section 602
	(c)	 	Section 601
	(d)	 	Section 601
	(e)	 	Section 513
	Section 316(a)	 	Section 101
	(a)(1)(A)	 	Section 502, Section 511
	(a)(1)(B)	 	Section 512
	(a)(2)	 	Not Applicable
	(b)	 	Section 508
	(c)	 	Section 104
	Section 317(a)(1)	 	Section 503
	(a)(2)	 	Section 504
	(b)	 	Section 1003
	Section 318(a)	 	Section 107
	 	 	 


 



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


 









    


     


    

 


TABLE OF CONTENTS


 
	Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	Section 101.	Definitions.	1
	Section 102.	Compliance Certificates and Opinions.	8
	Section 103.	Form of Documents Delivered to Trustee.	8
	Section 104.	Acts of Holders; Record Dates.	9
	Section 105.	Notices, Etc., to Trustee and Company.	10
	Section 106.	Notice to Holders; Waiver.	11
	Section 107.	Conflict with Trust Indenture Act.	11
	Section 108.	Effect of Headings and Table of Contents.	12
	Section 109.	Successors and Assigns.	12
	Section 110.	Separability Clause.	12
	Section 111.	Benefits of Indenture.	12
	Section 112.	Governing Law.	12
	Section 113.	Legal Holidays.	12
	Section 114.	No Recourse Against Others.	13
	Section 115.	WAIVER OF JURY TRIAL.	13
	Section 116.	Submission to Jurisdiction.	13
	Section 117.	USA PATRIOT Act.	13
	 	 	 
	Article II SECURITY FORMS	14
	 	 
	Section 201.	Forms Generally.	14
	Section 202.	Form of Legend for Global Securities.	14
	Section 203.	Form of Trustee’s Certificate of Authentication.	15
	 	 	 
	Article III THE SECURITIES	15
	 	 
	Section 301.	Amount Unlimited; Issuable in Series.	15
	Section 302.	Denominations.	18
	Section 303.	Execution, Authentication, Delivery and Dating.	18
	Section 304.	Temporary Securities.	20
	Section 305.	Registration, Registration of Transfer and Exchange.	20
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities.	22
	Section 307.	Payment of Interest; Interest Rights Preserved.	23
	Section 308.	Persons Deemed Owners.	24
	Section 309.	Cancellation.	24
	Section 310.	Computation of Interest.	24
	Section 311.	CUSIP Numbers.	25
	Section 312.	Original Issue Discount.	25
	 	 	 
	Article IV SATISFACTION AND DISCHARGE	25
	 	 
	Section 401.	Satisfaction and Discharge of Indenture.	25
	Section 402.	Application of Trust Money.	26
	 	 	 
	Article V REMEDIES	26
	 	 
	Section 501.	Events of Default.	26



 






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	Section 502.	Acceleration of Maturity; Rescission and Annulment.	28
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee.	29
	Section 504.	Trustee May File Proofs of Claim.	29
	Section 505.	Trustee May Enforce Claims Without Possession of Securities.	30
	Section 506.	Application of Money Collected.	30
	Section 507.	Limitation on Suits.	30
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities.	31
	Section 509.	Rights and Remedies Cumulative.	31
	Section 510.	Delay or Omission Not Waiver.	32
	Section 511.	Control by Holders.	32
	Section 512.	Waiver of Past Defaults.	32
	Section 513.	Undertaking for Costs.	32
	Section 514.	Waiver of Usury, Stay or Extension Laws.	33
	Section 515.	Restoration of Rights and Remedies.	33
	 	 	 
	Article VI THE TRUSTEE	33
	 	 
	Section 601.	Certain Duties and Responsibilities of Trustee.	33
	Section 602.	Notice of Defaults.	34
	Section 603.	Certain Rights of Trustee.	34
	Section 604.	Not Responsible for Recitals or Issuance of Securities.	36
	Section 605.	May Hold Securities.	37
	Section 606.	Money Held in Trust.	37
	Section 607.	Compensation and Reimbursement.	37
	Section 608.	Conflicting Interests.	38
	Section 609.	Corporate Trustee Required; Eligibility.	38
	Section 610.	Resignation and Removal; Appointment of Successor.	38
	Section 611.	Acceptance of Appointment by Successor.	41
	Section 612.	Merger, Conversion, Consolidation or Succession to Business.	40
	Section 613.	Preferential Collection of Claims Against Company.	41
	Section 614.	Appointment of Authenticating Agent.	41
	 	 	 
	Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	42
	 	 
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders.	42
	Section 702.	Preservation of Information; Communications to Holders.	42
	Section 703.	Reports by Trustee.	43
	Section 704.	Reports by Company.	43
	 	 	 
	Article VIII CONSOLIDATION, MERGER OR SALE OF ASSETS	43
	 	 
	Section 801.	Company May Merge or Transfer Assets Only on Certain Terms.	43
	Section 802.	Successor Corporation Substituted.	44
	 	 	 
	Article IX SUPPLEMENTAL INDENTURES	44
	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders.	44
	Section 902.	Supplemental Indentures With Consent of Holders.	46
	Section 903.	Execution of Supplemental Indentures.	47
	Section 904.	Effect of Supplemental Indentures.	47



 






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	Section 905.	Conformity with Trust Indenture Act.	47
	Section 906.	Reference in Securities to Supplemental Indentures.	47
	 	 	 
	Article X COVENANTS	48
	 	 
	Section 1001.	Payment of Principal, Premium, if any, and Interest.	48
	Section 1002.	Maintenance of Office or Agency.	48
	Section 1003.	Money for Securities Payments to Be Held in Trust.	49
	Section 1004.	Statement by Officers as to Default.	49
	Section 1005.	Waiver of Certain Covenants.	50
	Section 1006.	Corporate Existence.	50
	 	 	 
	Article XI REDEMPTION OF SECURITIES	50
	 	 
	Section 1101.	Applicability of Article.	50
	Section 1102.	Election to Redeem; Notice to Trustee.	50
	Section 1103.	Selection by Trustee of Securities to Be Redeemed.	50
	Section 1104.	Notice of Redemption.	51
	Section 1105.	Deposit of Redemption Price.	52
	Section 1106.	Securities Payable on Redemption Date.	52
	Section 1107.	Securities Redeemed in Part.	53
	 	 	 
	Article XII SINKING FUNDS	53
	 	 
	Section 1201.	Applicability of Article.	53
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities.	53
	Section 1203.	Redemption of Securities for Sinking Fund.	54
	 	 	 
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE	54
	 	 
	Section 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance.	54
	Section 1302.	Defeasance and Discharge.	54
	Section 1303.	Covenant Defeasance.	55
	Section 1304.	Conditions to Defeasance or Covenant Defeasance.	55
	Section 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	57
	Section 1306.	Reinstatement.	57
	 	 	 
	Article XIV REPAYMENT AT THE OPTION OF HOLDERS	57
	 	 
	Section 1401.	Applicability of Article.	57
	Section 1402.	Repayment of Securities.	58
	Section 1403.	Exercise of Option.	58
	Section 1404.	When Securities Presented for Repayment Become Due and Payable.	58
	Section 1405.	Securities Repaid in Part.	59


 






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INDENTURE, dated as
of August 3, 2020, between Reliance Steel & Aluminum Co., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the “Company”), and Wells Fargo Bank, National Association, a national
banking association duly organized and existing under the laws of the United States, 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 debt securities (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 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 benefit of each other
and for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:


 


Article I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101.          Definitions.


 


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


 


		(1)	the terms defined in this Article I have the meanings assigned to them in this Article I
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 GAAP;



 


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



 


		(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;



 


		(6)	“including” means including without limitation;



 


		(7)	“or” is inclusive;



 


		(8)	references to statutes are to be construed as including all statutory provisions consolidating,
amending or replacing the statute referred to;



 






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		(9)	when used with respect to any Security, the words “convert,” “converted”
and “conversion” are intended to refer to the right of the Holder or the Company to convert or exchange such Security
into or for securities or other property in accordance with such terms, if any, as may hereafter be specified for such Security
as contemplated by Section 301, and these words are not intended to refer to any right of the Holder or the Company to exchange
such Security for other Securities of the same series and like tenor pursuant to Section 304, Section 305, Section 306,
Section 906 or Section 1107 or another similar provisions of this Indenture, unless the context otherwise requires; and
references herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as contemplated
in Section 301;



 


		(10)	the words “federal” and “state” refer to the United States federal government
and a state of the United States, respectively;



 


		(11)	unless otherwise provided, references to agreements and other instruments shall be deemed to include
all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications
are not prohibited by the terms of this Indenture; and



 


		(12)	the words “execute”, “execution”, “signed”, and “signature”
and words of similar import used in or related to any document to be signed in connection with this Indenture, any Security or
any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to
include (i) manual or (ii) faxed, scanned, photocopied, or portable document format (“PDF”) of a manual signature,
and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as
provided for in any applicable law. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability
with respect to, any faxed, scanned photocopied or PDF manual signature of any other party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof.



 


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


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For purposes of this definition, “control” 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.


 


“Agent”
means any Security Registrar, Paying Agent, or Depositary Custodian.


 


“Applicable
Procedures” means, with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary,
if any, that are applicable to such matter at such time.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Bankruptcy
Law” has the meaning specified in Section 501.


 






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“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 one or more resolutions 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” means, when used with respect to any Place of Payment, unless otherwise specified as contemplated by Section 301,
any day, other than a Saturday or Sunday, which is not a day on which banking institutions are authorized or required by law or
executive order to close or on which commercial banks in New York, New York are authorized or required by law to close.


 


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


 


“Company”
means the Person named as the “Company” in the first paragraph of this Indenture 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 an Officer of the Company
(or any Person designated in writing by an Officer of the Company as authorized to execute and deliver Company Requests and Company
Orders), and delivered to the Trustee.


 


“Corporate
Trust Office” means the principal office of the Trustee at which, at any particular time, its corporate trust business
shall be conducted (which office is located as of the date of this Indenture at Wells Fargo Bank, National Association, 333 S.
Grand Avenue, 5th Floor, Suite 5A, MAC: E2064-05A, Los Angeles, CA 90017, Attention: Corporate Trust Services - Administrator
of Reliance Steel & Aluminum Co., and, for Agent services, such office shall also mean the office or agency of the Trustee
located, as of the date of this Indenture, at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Minneapolis,
MN 55415, or at any other time at such other address as the Trustee may designate from time to time by notice to the Holders),
or, if at any time there is more than one Trustee, means the Corporate Trust Office of any such other Trustee with respect to the
Securities of the applicable series.


 


“Covenant
Defeasance” has the meaning specified in Section 1303.


 


“Custodian”
has the meaning specified in Section 501.


 


“Default”
means any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, the
Person that is designated to act as depositary for such Securities as contemplated by Section 305, and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “Depositary”
shall mean, with respect to any Securities, the depositary which has been appointed with respect to such Securities.


 






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“Depositary
Custodian” means the Trustee as custodian with respect to any Global Securities or any successor entity thereto.


 


“Event of
Default” has the meaning specified in Section 501.


 


“Exchange
Act” means the U.S. 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 104.


 


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


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 202
(or such legend as may be specified as contemplated by Section 301 for such Securities).


 


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


 


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


 


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


 


“Indenture”
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 301.


 


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


 


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


 


“Internal
Revenue Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


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


 


“Non-recourse
Obligation” means Indebtedness or other obligations substantially related to (1) the acquisition of assets not previously
owned by the Company or any of the Company’s direct or indirect Subsidiaries or (2) the financing of a project involving
the development or expansion of properties of the Company or any of the Company’s direct or indirect Subsidiaries, as to
which the obligee with respect to such Indebtedness or obligation has no recourse to the Company or any of the Company’s
direct or indirect Subsidiaries or any of the Company’s or such Subsidiary’s assets other than the assets that were
acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds
thereof).


 






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“Notice of
Default” means a written notice of the kind specified in Section 501.


 


“Officer”
means the Chief Executive Officer, President, the Controller, the Chief Operating Officer, any Vice President, the Treasurer, the
Assistant Treasurer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Secretary or the Assistant
Secretary, of the Company.


 


“Officer’s
Certificate” means a certificate signed by an Officer of the Company (or any Person designated in writing by an Officer
of the Company as authorized to execute and deliver Officer’s Certificates) and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the Company, or other counsel who shall be reasonably
acceptable to the Trustee. The counsel may be an employee of the Company. Opinions of Counsel required to be delivered under this
Indenture may have qualifications customary for opinions of the type required.


 


“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 502.


 


“Outstanding”
means, when used with respect to Securities, 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;



 


		(3)	Securities as to which Defeasance has been effected pursuant to Section 1302;



 


		(4)	Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; and



 


		(5)	Securities as to which any property deliverable upon conversion thereof has been delivered (or
such delivery has been made available), or as to which any other particular conditions have been satisfied, in each case as may
be provided for such Securities as contemplated in Section 301;



 






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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, (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 which
would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (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 which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more foreign currencies, composite 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 301, 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, only Securities which a Responsible Officer of the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of or premium, if any, or interest on any Securities on behalf
of the Company. The Company initially authorizes and appoints the Trustee as the Paying Agent for each series of the Securities.


 


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


 


“Place of
Payment” means, when used with respect to the Securities of any series, the place or places where the principal of and
premium, if any, and interest on the Securities of such series are payable as specified as contemplated by Section 301.


 


“Predecessor
Security” means, with respect to any particular Security, 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 306in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Regular Record
Date” means, for the interest payable on any Interest Payment Date on the Securities of any series, the date specified
for that purpose as contemplated by Section 301.


 


“Repayment
Date” means, with used with respect to a Security to be repaid at the option of a Holder, the date fixed for such repayment
by or pursuant to this Indenture.


 






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


 


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


 


“Securities
Act” means the U.S. 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 305.


 


“Special Record
Date” means, for the payment of any Defaulted Interest, a date fixed by the Company pursuant to Section 307.


 


“Stated Maturity”
means, when used with respect to any Security or any installment of principal thereof or interest thereon, 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.


 


“Subsidiary”
means with respect to any Person (the “Parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the Parent in the Parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of that date, as well as any other corporation,
limited liability company, partnership, association or other entity of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of that date, owned, controlled or held by the Parent or one or more Subsidiaries of the
Parent or by the Parent and one or more Subsidiaries of the Parent.


 


“Successor”
has the meaning specified in Section 801.


 


“Trust Indenture
Act” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture 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 Indenture 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 only the Trustee with respect to Securities of that series.


 


“U.S. Government
Obligation” has the meaning specified in Section 1304(1).


 






    7


     


    

 


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


 


Section 102.          Compliance
Certificates and Opinions.


 


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


 


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 1004) 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;



 


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



 


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



 


Section 103.          Form of
Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that they be 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 (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the
Securities) may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer (or any such Person designated in writing by an Officer of the Company as authorized to execute and deliver
the Securities) knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to the matters upon which such Officer’s (or such Person’s) 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 (or any Person or Persons designated in writing by an Officer
of the Company as authorized to execute and deliver the Securities) 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. Counsel delivering an Opinion of Counsel may also rely
as to factual matters on certificates of governmental or other officials customary for opinions of the type required.


 






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


 


Section 104.          Acts
of Holders; 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 an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, 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 601, conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section 104.


 


The fact and date of
the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably deems sufficient.
Where such execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or
affidavit shall also constitute sufficient proof of such Person’s 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 ownership of Securities
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 105
and Section 106.


 






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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 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 511, 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 105 and Section 106.


 


With respect to any
record date set pursuant to this Section 104, the party hereto which sets such record dates 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 106, 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 104, the party
hereto which 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.


 


Section 105.     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 and delivered in person or mailed by first-class mail (registered or certified, return
receipt requested), or overnight air courier guaranteeing next day delivery; provided that oral confirmation of receipt shall have
been received, to or with the Trustee at its Corporate Trust Office at the location specified in Section 101; or



 






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		(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, or overnight air courier guaranteeing
next day delivery, to the Company addressed to the attention of the Secretary of the Company at the address of the Company’s
principal office specified in writing to the Trustee by the Company and, until further notice, at 350 South Grand Avenue, Suite 5100,
Los Angeles, CA 90071, Attention: General Counsel.



 


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


 


Section 106.     Notice
to Holders; Waiver.


 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, sent by overnight courier or hand delivery, transmitted by email or transmitted
by facsimile transmission to each Holder affected by such event, at such Holder’s address 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 any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice when sent
to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received
by such Holder. 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 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.


 


Where this Indenture
provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary
for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if
any, and not earlier than the earliest date, if any, prescribed for the giving of such notice.


 


Section 107.     Conflict
with Trust Indenture Act.


 


If any provision of
this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such 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 which may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.


 






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Section 108.     Effect
of Headings and Table of Contents.


 


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


 


Section 109.     Successors
and Assigns.


 


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


 


Section 110.     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 111.     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
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 112.     Governing
Law.


 


This Indenture and
the Securities shall be governed by, and construed in accordance with, the law of the State of New York.


 


Section 113.     Legal
Holidays.


 


In any case where any
Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security, or any date on which a Holder has the
right to convert such Holder’s 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 113)) payment of principal and premium, if any, or interest, or the Redemption Price or
conversion of such Security, shall not be made at such Place of Payment on such date, but shall 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
Repayment Date, or at the Stated Maturity, or on such conversion date. In the case, however, of Securities of a series bearing
interest at a floating rate, if any Interest Payment Date (other than the Redemption Date, Repayment Date or Stated Maturity) would
otherwise be a date that is not a Business Day, then the Interest Payment Date shall be postponed to the following date which is
a Business Day, unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will
be the Business Day immediately preceding the scheduled Interest Payment Date. No interest shall accrue for the period from and
after any such Interest Payment Date, Redemption Date, Repayment Date Stated Maturity or conversion date, as the case may be, to
the date of such payment.


 






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Section 114.     No
Recourse Against Others.


 


No recourse shall be
had for the payment of principal of, or premium, if any, or interest, if any, on any Security of any series, or for any claim based
thereon, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, shareholder, officer or director,
as such, past, present or future, of the Company or any successor corporation of the Company, either directly or indirectly through
the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and
all the Securities of each series are solely corporate obligations, and that no personal liability whatsoever shall attach to,
or is incurred by, any incorporator, shareholder, officer or director, past, present or future, of the Company or of any successor
corporation of the Company, either directly or indirectly through the Company or any successor corporation of the Company, because
of the incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities of any series, or to be implied herefrom or therefrom; and that all such
personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution
of this Indenture and the issuance of the Securities of each series.


 


Section 115.     WAIVER
OF JURY TRIAL.


 


EACH OF THE COMPANY,
THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG OR BETWEEN THE COMPANY, THE TRUSTEE AND/OR
A HOLDER OF A SECURITY ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.


 


Section 116.     Submission
to Jurisdiction.


 


The Company hereby
irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York
or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising
out of or relating to this Indenture and the Securities, and irrevocably accepts for itself and in respect of its property, generally
and unconditionally, jurisdiction of the aforesaid courts.


 


Section 117.     USA
PATRIOT Act.


 


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


 






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Article II

SECURITY FORMS


 


Section 201.     Forms
Generally.


 


The Securities of each
series shall be in substantially such form or forms as shall be established by or pursuant to a Board Resolution or, subject to
Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate 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 applicable tax laws or the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer (or any Person designated
in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities, as evidenced
by his or her 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 303 for the authentication
and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution
are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each
Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first
Security of such series.


 


The definitive Securities
shall be printed, lithographed or engraved or may be produced in any other manner, all as determined by the Officer (or any Person
designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities,
as evidenced by his or her execution of such Securities.


 


Section 202.     Form of
Legend for Global Securities.


 


Unless otherwise specified
as contemplated by Section 301 for the Securities evidenced thereby or as required by Applicable Procedures, every Global
Security authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


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


 


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


 


[Insert, if applicable
— THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN 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 203.     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.


 


Dated:


 


	 	Wells Fargo Bank, National Association, as Trustee
	 	 
	 	By:   	                 
	 	Authorized Signatory






 


Article III

THE SECURITIES


 


Section 301.     Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may
be issued in one or more series. There shall be established in or pursuant to (a) a Board Resolution or pursuant to authority
granted by a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s
Certificate, or (b) 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)	the limit, if any, on 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 304, Section 305, Section 306,
Section 906, Section 1107 or Section 1405 and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate
principal amount of such series may from time to time be increased above such amount by a Board Resolution to such effect;



 


		(3)	the price or prices at which the Securities will be sold;



 


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



 


		(5)	the date or dates on which the principal and premium, if any, of any Securities of the series is
payable or the method used to determine or extend those dates;



 






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		(6)	the rate or rates at which any Securities of the series shall bear interest, if any, or the method
by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the method by
which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular
Record Date, if any, for any such interest payable on any Interest Payment Date, or the method by which such date or dates shall
be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months,
the right, if any, to extend or defer interest payments and the duration of such extension or deferral;



 


		(7)	the place or places where the principal of and any premium and interest on any Securities of the
series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer
or exchange, the place or places where notices and demands to or upon the Company in respect of the Securities of such series may
be made and the manner in which any payment may be made;



 


		(8)	the period or periods within which or the date or dates on which, the price or prices at which,
the currency or currency units in 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;



 


		(9)	the obligation or the right, if any, of the Company to redeem or purchase any Securities of the
series pursuant to any sinking fund, amortization, special mandatory redemption or analogous provisions or at the option of the
Holder thereof and the period or periods within which, the price or prices at which, the currency or currency units in which, and
the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;



 


		(10)	if other than minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof,
the denominations in which any Securities of the series shall be issuable;



 


		(11)	if other than the Trustee, the identity of each Security Registrar, Depositary Custodian and/or
Paying Agent;



 


		(12)	if the amount of principal of or premium, if any, or interest on any Securities of the series may
be determined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts
shall be determined;



 


		(13)	if other than the currency of the United States of America, the currency, currencies or currency
units in which the principal of or premium, if any, or interest on any Securities of the series shall be payable and the manner
of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of
the definition of “Outstanding” in Section 101;



 


		(14)	if the principal of or premium, if any, 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 premium, if any,
or interest on such Securities as to which such election is made shall be payable, the periods within which or the dates on 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);



 






    16


     


    

 


		(15)	if the provisions of Section 401 relating to the satisfaction and discharge of this Indenture
shall apply to the Securities of that series; or if provisions for the satisfaction and discharge of this Indenture other than
as set forth in Section 401 shall apply to the Securities of that series;



 


		(16)	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 502 or the
method by which such portion shall be determined;



 


		(17)	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);



 


		(18)	if other than by a Board Resolution, the manner in which any election by the Company to defease
any Securities of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether any Securities of the
series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 1302
or Section 1303; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable,
that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302 or Section 1303
or both such Sections;



 


		(19)	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 202 and
any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 305 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;



 


		(20)	any addition to, deletion from 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 502;



 


		(21)	any addition to, deletion from or change in the covenants set forth in Article X which applies
to Securities of the series;



 


		(22)	the terms of any right to convert or exchange Securities of such series into any other securities
or property of the Company or of any other corporation or Person, and the additions or changes, if any, to this Indenture with
respect to the Securities of such series to permit or facilitate such conversion or exchange;



 






    17


     


    

 


		(23)	whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the
identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable,
the terms and conditions upon which such guarantees may be subordinated to other Indebtedness of the respective guarantors;



 


		(24)	whether the Securities of the series will be secured by any collateral and, if so, the terms and
conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens
securing other Indebtedness of the Company or any guarantor;



 


		(25)	whether the Securities will be issued in a transaction registered under the Securities Act and
any restriction or condition on the transferability of the Securities of such series;



 


		(26)	the exchanges, if any, on which the Securities may be listed; and



 


		(27)	any other terms of the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901).



 


All Securities of any
one 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 or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303,
set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant
to the Board Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in
the Officer’s Certificate referred to above or pursuant to authority granted by one or more Board Resolutions or in any such
indenture supplemental hereto with respect to a series of Securities, additional Securities of a series may be issued, at the option
of the Company, without the consent of any Holder, at any time and from time to time; provided that if the additional Securities
are not fungible with the outstanding Securities of the applicable series for U.S. federal income tax purposes, the additional
Securities will have one or more separate CUSIP numbers.


 


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 Officer’s Certificate setting forth the terms of the series. No Board Resolution or Officer’s Certificate may
affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series of Securities
except as it may agree in writing.


 


Section 302.     Denominations.


 


The Securities of each
series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 303.     Execution,
Authentication, Delivery and Dating.


 


The Securities shall
be executed on behalf of the Company by an Officer of the Company (or any Person designated in writing by an Officer of the Company
as authorized to execute and deliver the Securities). The signature of any of these officers on the Securities may be manual or
facsimile.


 






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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 an Officer’s Certificate and 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 form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or pursuant
to authority granted by one or more Board Resolutions as permitted by Section 201 and Section 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be provided with, and, subject to Section 601, shall be fully protected in relying upon, an Opinion of Counsel stating,


 


		(1)	if the form of such Securities has been established by or pursuant to Board Resolution or pursuant
to authority granted by one or more Board Resolutions as permitted by Section 201, that such form has 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 or pursuant
to authority granted by one or more Board Resolutions as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and



 


		(3)	that this Indenture and such Securities, when authenticated by the Trustee and issued and delivered
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 (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally,
(ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing.



 


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 materially adversely affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Notwithstanding the
provisions of Section 301 and of the preceding paragraph of this Section 303, if all Securities of a series are not to
be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities
is increased as contemplated by Section 301, it shall not be necessary to deliver the Officer’s Certificate, Board Resolution
or supplemental indenture otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to this Section 303 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.


 






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No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual 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 309, 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.


 


Unless otherwise provided
for in any series of Securities, the Company shall be responsible for making calculations called for under the Securities and this
Indenture, including but not limited to determination of interest, Redemption Price, premium, if any, and any other amounts payable
on the Securities. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final
and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee,
and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.
The Trustee shall forward the Company’s calculations to any Holder of the Securities upon the written request of such Holder.


 


Section 304.     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 of such series 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.


 


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


 


Section 305.     Registration,
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being herein 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 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 in a Place of Payment for such 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 principal amount.


 






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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 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 which
the Holder making the exchange is entitled to receive.


 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, Section 906, Section 1107 or Section 1405 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 such series (or of such series and specified tenor, as the case may be)
during a period beginning at the opening of business 15 days before the day a notice of redemption of any such Securities selected
for redemption under Section 1103 is given and ending at the close of business on the day such notice is given, 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 provisions of clauses
(1), (2), (3) and (4) of this paragraph shall apply only to Global Securities:


 


		(1)	Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. The Trustee and
each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures with respect to any Global Security.



 


		(2)	Notwithstanding any other provision in this Indenture, and subject to such applicable provisions,
if any, as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling
or unable or no longer permitted under applicable law to continue as Depositary for such Global Security, (B) there shall
have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the Trustee
by a Company Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have
been specified for this purpose as contemplated by Section 301. In connection with any proposed transfer of definitive Securities
in exchange for Global Securities, there shall be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045
of the Internal Revenue Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or
ensure the accuracy of such information.



 






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		(3)	Subject to clause (2) above, and subject to such applicable provisions, if any, as may be
specified as contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in
part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.



 


		(4)	Every Security authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, Section 306,
Section 906, Section 1107 or Section 1405 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.



 


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 (including any transfers between or among
Depositary participants or beneficial owners of interests in any Global 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 of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.


 


Section 306.     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 and
shall cancel and dispose of such mutilated security in accordance with its customary procedures.


 


If there shall be delivered
to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) 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.


 


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


 


Upon the issuance of
any new Security under this Section 306, 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 counsel
to the Company and the fees and expenses of the Trustee and its counsel) connected therewith.


 






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Every new Security
of any series issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, 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 such series duly issued hereunder.


 


The provisions of this
Section 306 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 307.     Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise
provided as contemplated by Section 301 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 payable on Securities of a series
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 Company 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 Company shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Company, the
Trustee 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 106, 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 given,
such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).



 


		(2)	The Company may make payment of any Defaulted Interest on the Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, 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.



 






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Subject to the foregoing
provisions of this Section 307, 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.


 


In the case of any
Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than
any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment
Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually
paid or made available for payment) 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 such Regular Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such
Security shall not be payable. Notwithstanding the foregoing, the terms of any Security that may be converted may provide that
the provisions of this paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to
such Security.


 


Section 308.     Persons
Deemed Owners.


 


Prior to due presentment
of a Security for registration of transfer, for redemption or at Maturity or otherwise, 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 premium, if any, and, subject to Section 307, 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 309.     Cancellation.


 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or conversion 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 309, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the
Company evidence of such cancellation from time to time as requested by the Company.


 


Section 310.     Computation
of Interest.


 


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


 






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Section 311.     CUSIP
Numbers.


 


The Company in issuing
any series of the Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally
in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to
such series; 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 of such series 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 of such series, and any such redemption shall not be affected
by any defect in or omission of such numbers.


 


Section 312.     Original
Issue Discount.


 


If any of the Securities
is an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar year (1) a
written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding
Original Issue Discount Securities as of the end of such year and (2) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code.


 


Article IV

SATISFACTION AND DISCHARGE


 


Section 401.     Satisfaction
and Discharge of Indenture.


 


This Indenture shall,
upon Company Request, cease to be of further effect with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series, when:


 


		(1)	either



 


		(A)	all Securities of such series theretofore authenticated and delivered (other than (i) Securities
which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation;
or



 


		(B)	all such Securities of such series 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 of the date of deposit, 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,



 






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and the Company, in the case
of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust
funds in trust for such purpose 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 premium, if any, 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



 


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



 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.


 


Section 402.     Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the applicable series of 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 premium, if any, and interest for whose payment such money has been deposited
with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the
payment of Securities subsequently converted into other property shall be returned to the Company upon Company Request. The Company
may direct, by a Company Order, the investment of any money deposited with the Trustee pursuant to Section 401, without distinction
between principal and income, in (1) United States Treasury securities with a maturity of one year or less or (2) a money
market fund that invests solely in short-term United States Treasury securities (including money market funds for which the Trustee
or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian or sub-custodian,
notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered and (b) the
Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from time to time
the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified
in clause (1) or (2) of this Section 402.


 


Article V

REMEDIES


 


Section 501.     Events
of Default.


 


Except as may be otherwise
provided pursuant to Section 301 for Securities of any series, an “Event of Default” means, whenever used
herein or in a Security issued hereunder with respect to Securities of any series, any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 






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		(1)	a Default in any payment of interest on any Security of such series when the same becomes due and
payable, and such default continues for a period of 30 days;



 


		(2)	a Default in the payment of the principal of or premium, if any, on any Security of such series
when the same becomes due and payable at its Stated Maturity, upon optional redemption or otherwise;



 


		(3)	the Company fails to comply with any of its agreements in the relevant series of Securities or
this Indenture (other than those referred to in (1) or (2) above) and such failure continues for 90 days after the notice
specified below;



 


		(4)	the Company fails to make any payment at maturity, including any grace period, on any Indebtedness
of the Company (other than Indebtedness of the Company owing to the Company or any of its Subsidiaries) outstanding in an amount
in excess of $100,000,000 or the equivalent thereof in any other currency or composite currency and continuance of this failure
to pay shall have continued for 30 days after written notice specified below; provided, however, that if any such
failure shall cease, or be cured, waived rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise
to have been cured;



 


		(5)	a Default on any Indebtedness of the Company (other than Indebtedness of the Company owing to the
Company or any of its Subsidiaries), which Default results in the acceleration of such Indebtedness in an amount in excess of $100,000,000
or the equivalent thereof in any other currency or composite currency without such Indebtedness having been discharged or such
acceleration having been cured, waived, rescinded or annulled for a period of 30 days after written notice specified below; provided,
however, that if any such Default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default
by reason thereof shall be deemed likewise to have been cured;



 


		(6)	the Company, pursuant to or within the meaning of the Bankruptcy Law (as defined below):



 


		(A)	commences a voluntary case or proceeding;



 


		(B)	consents to the entry of an order for relief against it in an involuntary case in which it is the
debtor;



 


		(C)	consents to the appointment of a Custodian (as defined below) of it or for all or substantially
all of its property;



 


		(D)	files a petition in bankruptcy or answer or consent seeking reorganization or relief;



 


		(E)	makes a general assignment for the benefit of its creditors; or



 


		(F)	takes any comparable action under any foreign laws relating to insolvency;



 






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



 


		(A)	is for relief against the Company in an involuntary case;



 


		(B)	appoints a Custodian of the Company or for all or substantially all of the property of the Company;
or



 


		(C)	orders the winding-up or liquidation of the Company



 


(or any similar relief is granted
under any foreign laws), and the order or decree remains unstayed and in effect for 90 consecutive days; or


 


		(8)	any other Event of Default provided with respect to Securities of such series occurs.



 


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


 


A Default with respect
to Securities of any series under clause (3), (4) or (5) of this Section 501 shall not be an Event of Default until
the Trustee (by written notice to the Company) or the Holders of at least 25% in aggregate principal amount of the outstanding
Securities of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not
cure such Default within the time specified in clause (3), (4) or (5) after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”


 


Section 502.     Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 501(6) or
Section 501(7) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount
of all the Securities of such 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), together with any accrued and unpaid interest
thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration, such principal amount (or specified amount), together with any accrued and unpaid interest thereon,
shall become immediately due and payable. If an Event of Default specified in Section 501(6) or Section 501(7) with
respect to the Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such series
(or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the
Maturity thereof, such amount as may be specified by the terms thereof), together with any accrued and unpaid interest thereon,
shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due
and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal and interest of
the Securities of such series shall terminate.


 


Except as may otherwise
be provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration
of acceleration with respect to the 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 V provided, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


 






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



 


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



 


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



 


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



 


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



 


		(2)	all Events of Default with respect to Securities of such series, other than the non-payment of
the principal of Securities of such series which have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 512.



 


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


 


Section 503.     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 upon redemption, at the Maturity thereof or otherwise, the Company will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and premium,
if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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 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 504.     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 and any predecessor Trustee under
Section 607. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607 hereof out of the estate in any such proceeding,
shall be unpaid for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise.


 






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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 505.     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, any predecessor Trustee under Section 607,
its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered.


 


Section 506.     Application
of Money Collected.


 


Any money or property
collected by the Trustee pursuant to this Article V, and after an Event of Default, any money or other property distributable
in respect of the Company’s obligations under this Indenture, shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or 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 607;


 


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


 


THIRD: To the payment
of the remainder, if any, to the Company.


 






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Section 507.     Limitation
on Suits.


 


No Holder of any Security
of any series shall have any right (by virtue or by availing of any provision hereof to institute any action or proceeding at law
or in equity or in bankruptcy or otherwise) to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) 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 such series;



 


		(2)	the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of
such 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 security or indemnity reasonably satisfactory
to it against the costs, expenses, losses and liabilities to be incurred in compliance with such request;



 


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



 


		(5)	no direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such 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 (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such Holders.


 


Section 508.     Unconditional
Right of Holders to Receive Principal, Premium and Interest and to Convert Securities.


 


Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and premium, if any, and, subject to Section 307, interest on such Security on the Stated Maturity
expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case
may be, and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute
suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired
without the consent of such Holder.


 


Section 509.     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 306, 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.


 






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Section 510.     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 V 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 511.     Control
by Holders.


 


The Holders of not
less than a majority in aggregate 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)	the Trustee may refuse to follow any direction that conflicts with any rule of law or with
this Indenture, that may involve the Trustee in personal liability or that the Trustee determines may be unduly prejudicial to
the rights of other Holders of Securities of such series (it being understood that the Trustee does not have an affirmative duty
to ascertain whether or not any such directions are unduly prejudicial to such Holders); and



 


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



 


Section 512.     Waiver
of Past Defaults.


 


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


 


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



 


		(2)	in respect of a covenant or provision hereof which under Article 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 513.     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 reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section 513 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, a suit by a Holder under
Section 508, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities.


 






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Section 514.     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.


 


Section 515.     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.


 


Article VI

THE TRUSTEE


 


Section 601.     Certain
Duties and Responsibilities of Trustee.


 


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



 


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



 


		(B)	in the absence of bad faith on its part, the Trustee may rely with respect to the Securities of
such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).



 


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



 


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



 






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		(A)	this Section 601(3) shall not be construed to limit the effect of Section 601(1);



 


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



 


		(C)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities
of any series, determined as provided in Section 101, Section 104 and Section 511, relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such series;



 


		(D)	no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers;
and



 


		(E)	if any party fails to deliver a notice relating to an event the fact of which, pursuant to this
Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such event.



 


		(4)	Whether or not therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.



 


Section 602.     Notice
of Defaults.


 


If a Default or an
Event of Default occurs with respect to Securities of any series and is continuing and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall send to each Holder of Securities of such series notice of the Default within 90 days
after it is known to a Responsible Officer or written notice of it is received by a Responsible Officer of the Trustee. Except
in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that withholding the notice is not opposed to the interests
of Holders of Securities of such series.


 


Section 603.     Certain
Rights of Trustee.


 


Subject to the provisions
of Section 601:


 


		(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)	if so requested by the Trustee, 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;



 






    34


     


    

 


		(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, require an Officer’s Certificate or an Opinion of
Counsel or both and shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel;



 


		(4)	the Trustee may consult with counsel of its selection and the written or verbal 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 security or indemnity reasonably satisfactory to it against the costs, expenses, losses 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 and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;



 


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



 


		(8)	the rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder and to its agents;



 


		(9)	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;



 


		(10)	in no event shall the Trustee be responsible or liable for any 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;



 






    35


     


    

 


		(11)	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, pandemics, 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 or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility
(it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking
industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under the circumstances);



 


		(12)	the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee shall have actual knowledge thereof or unless written notice of any event which is in fact such a default
from the Company or the Holders of at least 25% of the aggregate principal amount of the Securities shall have been received by
the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;



 


		(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;



 


		(14)	The Trustee shall have no obligation to pursue any action that is not in accordance with applicable
law;



 


		(15)	The permissive rights of the Trustee enumerated herein shall not be construed as duties; and



 


		(16)	The Trustee shall not be required to give any bond or surety in respect of the performance of its
powers or duties hereunder.



 


Section 604.     Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to, and shall
not be responsible for, the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof, or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture. The Trustee shall not be responsible for the use or application of any money received
by any Paying Agent other than the Trustee. The Trustee shall have no responsibility or liability with respect to any information,
statement or recital in any prospectus or other disclosure material prepared or distributed with respect to the issuance of any
of the Securities. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced
by the Securities. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants,
conditions, or agreements on the part of the Company.


 






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Section 605.     May Hold
Securities.


 


The Trustee, any Paying
Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to Section 608 and Section 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.


 


Section 606.     Money
Held in Trust.


 


Money held by the Trustee
in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section 607.     Compensation
and Reimbursement.


 


The Company agrees


 


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



 


		(2)	except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as shall have been caused by its negligence or willful misconduct as finally adjudicated by a
court of competent jurisdiction, and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary
course of business; and



 


		(3)	to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any
other document or transaction entered into in connection herewith and their agents and any authenticating agent for, and to hold
it harmless against, any loss, liability, damage claim (whether asserted by the Company, any Holder or any other Person) or expense
incurred without negligence or willful misconduct (as finally adjudicated by a court of competent jurisdiction) on the part of
the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and, arising
out of or in connection with the acceptance or administration of this trust or trusts or in any other capacity hereunder, and the
performance of its duties hereunder or the exercise of its rights and powers, including the reasonable costs and expenses (including
reasonable attorneys’ fees and expenses and court costs) of defending itself against any action, claim, liability or suit
brought to enforce the Trustee’s right to indemnification in connection with the exercise or performance of any of its powers
or duties hereunder. The indemnification provided in this Section 607 shall extend to the officers, directors, agents and
employees of the Trustee.



 


The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity.


 






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When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7),
the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.


 


The Trustee shall have
a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities.


 


The provisions of this
Section 607 shall survive the termination or satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.


 


Section 608.     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 the Trust Indenture 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 or any other indenture of the Company by virtue of being a trustee
under this Indenture with respect to any particular series of Securities.


 


Section 609.     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, has a combined capital and surplus of at least $50,000,000 and, with respect to any successor trustee, has its Corporate
Trust Office in the Borough of Manhattan, The City of New York or any other major city in the United States that is acceptable
to the Company. 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 609 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 annual 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 609, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article VI.


 


Section 610.     Resignation
and Removal; Appointment of Successor.


 


No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 


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 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee, at the expense of the Company, may 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 Trustee may be
removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of such series, upon written notice delivered to the Trustee and to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed, at the expense of the Company, may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


If at any time:


 


		(1)	the Trustee shall fail to comply with Section 608 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 609 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 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
may remove the Trustee with respect to all Securities or (B) subject to Section 513, Holders of 10% in aggregate principal
amount of Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf
of themselves 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 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 611. If a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate 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 611, 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
and accepted appointment in the manner required by Section 611, Holders of 10% in aggregate principal amount of Securities
of any series who have been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves
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.


 


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 106. 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.


 






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Section 611.     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 a written 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 a written 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.


 


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 VI.


 


The Trustee shall have
no responsibility or liability for the action or inaction of a successor trustee.


 






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Section 612.     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 that such corporation
shall be otherwise qualified and eligible under this Article VI, 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, consolidation or sale 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;
and in case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee
shall have.


 


Section 613.     Preferential
Collection of Claims Against Company.


 


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


 


Section 614.     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 306, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section 614, 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 614, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.


 


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 all
or substantially all of the corporate agency or corporate trust business of an Authenticating Agent shall be the successor Authenticating
Agent hereunder, provided such corporation shall be otherwise eligible under this Section 614, without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 






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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 614, 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 106 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 614.


 


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614.


 


If an appointment with
respect to one or more series is made pursuant to this Section 614, 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.


 


	Dated: __________________	Wells Fargo Bank, National Association,
	 	 	As Trustee
	 	 	 
	 	 	By:   	 
	 	 	As Authenticating Agent
	 	 	 
	 	 	By:	                     
	 	 	Authorized Signatory


 


Article VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE

AND COMPANY


 


Section 701.     Company
to Furnish Trustee Names and Addresses of Holders.


 


If the Trustee is not
the Security Registrar, the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least five Business
Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as
of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities of each series.


 


Section 702.     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 701 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 701 upon receipt of a new list
so furnished.


 


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.


 






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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 703.     Reports
by Trustee.


 


Within 60 days after
each May 15, in each year in which any of the Securities are Outstanding, 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. The Trustee
shall promptly deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 703.


 


A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation
system, if any, 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 automated quotation system or delisted therefrom.


 


Section 704.     Reports
by Company.


 


For so long as any
Securities are outstanding, the Company shall deliver to the Trustee and the Holders the annual reports, quarterly reports and
other documents which it is required to file with the Commission pursuant to Section 13(a) or 15(d) or any successor
provision, within 15 days after the date that it files the same with the Commission.


 


Reports and other documents
filed by the Company with the Commission and publicly available via the EDGAR system or on the Company’s website will be
deemed to be delivered to the Trustee and the Holders as of the time such filing is publicly available via EDGAR or on the Company’s
website for purposes of this Section 704; provided, however, that the Trustee shall have no obligation whatsoever to determine
whether or not such information, documents or reports have been filed or are publicly available via EDGAR or on the Company’s
website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee
is entitled to rely exclusively on an Officer’s Certificate).


 


Article VIII

CONSOLIDATION, MERGER

OR SALE OF ASSETS


 


Section 801.     Company
May Merge or Transfer Assets Only on Certain Terms.


 


The Company shall not
consolidate with or merge with or into, or sell, transfer, lease or convey all or substantially all of its properties and assets
to, in one transaction or a series of related transactions, any other Person, unless:


 


		(1)	the Company shall be the continuing entity, or the resulting, surviving or transferee Person (the
“Successor”) shall be a Person organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia and the Successor (if not the Company) shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company
under the Securities and this Indenture and, for each Security that by its terms provides for conversion, shall have provided for
the right to convert such Security in accordance with its terms;



 






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		(2)	immediately after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and



 


		(3)	the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each to the effect that such consolidation, merger, sale, transfer, lease or conveyance complies with this Indenture.



 


Notwithstanding anything
else herein, (A) the first paragraph of this Section 801 shall not apply to the conveyance, transfer or lease of properties
or assets between or among the Company and its Subsidiaries and (B) clauses (2) and (3) of the first paragraph of
this Section 801 shall not apply to (i) the Company consolidating with or merging into a Subsidiary of the Company for
any purpose or (ii) any Subsidiary of the Company consolidating with or merging into the Company for any purpose.


 


Section 802.     Successor
Corporation Substituted.


 


The Successor shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect
as if the Successor had been an original party to this Indenture, and the Company shall be released from all its liabilities and
obligations under this Indenture and the Securities.


 


Article IX

SUPPLEMENTAL INDENTURES


 


Section 901.     Supplemental
Indentures Without Consent of Holders.


 


Without the consent
of any Holders, the Company 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 add to the covenants 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;



 


		(2)	to evidence the succession of another Person to the Company, or successive successions, and the
assumption by the Successor of the covenants, agreements and obligations of the Company pursuant to Article VIII;



 


		(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);



 


		(4)	to add one or more guarantees or co-obligors for the benefit of Holders of the Securities or evidence
the release of any guarantee of the Securities pursuant to the terms hereof;



 


		(5)	to secure the Securities;



 






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		(6)	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 611;



 


		(7)	subject to any limitations established pursuant to Section 301, to provide for the issuance
of additional Securities of any series;



 


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



 


		(9)	to comply with the rules of any applicable Depositary;



 


		(10)	to add to or change any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the issuance of Securities in uncertificated form;



 


		(11)	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 shall become effective only when there is no
Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit
of such provision and as to which such supplemental indenture would apply;



 


		(12)	to cure any ambiguity or to correct or supplement any provision of this Indenture which may be
defective or inconsistent with any other provision herein;



 


		(13)	to change any other provision under this Indenture; provided that such action pursuant to
this clause (13) shall not adversely affect the interests of the Holders of Securities of any Outstanding series in any material
respect, as determined by the Company in good faith;



 


		(14)	to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate the defeasance and discharge of any series of Securities pursuant to Section 401, Section 1302 and Section 1303;
provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other
series of Securities in any material respect;



 


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



 


		(16)	to conform any provision of this Indenture, any supplemental indenture, one or more series of Securities
or any related guarantees or security documents, if any, to the description of such Securities contained in the Company’s
prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the Securities of such
series to the extent that such description was intended to be a substantially verbatim recitation of a provision in this Indenture,
such Securities or any related security documents; and



 


		(17)	to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act.



 






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Section 902.     Supplemental
Indentures With Consent of Holders.


 


With the consent of
the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by
such supplemental indenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act
of said Holders delivered to the Company and the Trustee, the Company 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, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series
affected thereby:


 


		(1)	change the Stated Maturity of the principal of, or any installment of principal of or interest
on, any Security;



 


		(2)	reduce the principal amount of any Security 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 502 or reduce the rate of interest on any debt security (except as part of any remarketing of
the Securities of any series or any interest rate reset with respect to the Securities of any series, in each case in accordance
with the terms of the Securities of such series); or



 


		(3)	reduce any premium payable upon the redemption of or change the date on which any Security may
or must be redeemed (it being understood that a change to any notice requirement with respect to such date shall not be deemed
to be a change of such date);



 


		(4)	change the coin or currency in which the principal of or premium, if any, or interest on any Security
is payable;



 


		(5)	impair the right of any Holder 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);



 


		(6)	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;



 


		(7)	modify any of the provisions of this Section 902, Section 512 or Section 1005, 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 902 and Section 1005, or the deletion of this proviso, in accordance with the requirements of
Section 611 and Section 901(6); or



 


		(8)	if the Securities of any series are convertible into or for any other securities or property of
the Company, make any change that adversely affects in any material respect the right to convert any Security of such series (except
as permitted by Section 901) or decrease the conversion rate or increase the conversion price of any such Security of such
series, unless such decrease or increase is permitted by the terms of such Security.



 



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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 under this Section 902 to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


 


After a supplemental
indenture under this Section 902 becomes effective, a notice briefly describing such supplemental indenture or a copy of such
supplemental indenture shall be delivered to the Trustee and to the Holders of Securities affected thereby by the Company. Any
failure of the Company to deliver such notice, or any defect therein, or any failure of the Company to deliver such supplemental
indenture, shall not in any way impair or affect the validity of any such supplemental indenture.


 


Section 903.     Execution
of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 601, shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture, that all conditions precedent in this Indenture to the execution of such
supplemental indenture, if any, have been complied with and that such supplemental indenture is the legal, valid and binding obligation
of the Company, enforceable against it 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 own rights, duties or immunities under this Indenture or otherwise.


 


Section 904.     Effect
of Supplemental Indentures.


 


Upon the execution
of any supplemental indenture under this Article IX, 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 905.     Conformity
with Trust Indenture Act.


 


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


 


Section 906.     Reference
in Securities to Supplemental Indentures.


 


Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and shall if
required by the Trustee or the Company, 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.


 



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Article X

COVENANTS


 


Section 1001.     Payment
of Principal, Premium, if any, and Interest.


 


The Company covenants
and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any,
and interest on the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and
interest shall be considered paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee
or the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, the segregated account or separate trust
fund maintained by the Company or such Subsidiary pursuant to Section 1003) holds in accordance with this Indenture money
sufficient to pay all principal and interest then due.


 


The Company shall pay
interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments
of interest at the same rate to the extent lawful as provided in Section 307.


 


Notwithstanding anything
to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law,
deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities
from principal or interest payments hereunder.


 


Section 1002.     Maintenance
of Office or Agency.


 


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


 


With respect to any
Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment
or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided,
however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the
Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance
with the provisions of this Indenture.


 



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Section 1003.     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 for the principal
of or premium, if any, or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the
Holders of such Securities a sum sufficient to pay the principal and premium, if any, and interest so becoming due until such sums
shall be paid to such Holders 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, no later than 11:00 a.m. (New York City time)
on each due date for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent
a sum sufficient to pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the same, 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 1003, that such Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or
interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment.


 


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.


 


Subject to any applicable
abandoned property law, 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 premium, if any, or interest on any Security of any series and remaining unclaimed for two years
after such principal, 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.


 


Section 1004.     Statement
by Officers as to Default.


 


The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof an Officer’s
Certificate that need not comply with Section 102 signed by its principal executive officer, principal financial officer or
principal accounting officer, stating whether or not, to the knowledge of such officer, 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.


 






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Section 1005.     Waiver
of Certain Covenants.


 


Except as otherwise
specified as contemplated by Section 301 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 301(21), Section 901(1) or Section 901(8) for the benefit of the Holders of such series,
if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


Section 1006.     Corporate
Existence.


 


The Company covenants
and agrees, for the benefit of the Holders of Securities, that, 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 as a corporation or other legal entity.


 


Article XI

REDEMPTION OF SECURITIES


 


Section 1101.     Applicability
of Article.


 


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


 


Section 1102.     Election
to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate or in another manner
specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of
the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least five
Business Days prior to the giving of notice of redemption in Section 1104 (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. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant
to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.


 


Section 1103.     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, from the Outstanding Securities of such series not previously called for redemption,
pro rata, by lot or, in the case of Global Securities, pursuant to applicable Depositary procedures; provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed
(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, from the Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.


 



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If any Security selected
for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding
for the purpose of such selection.


 


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
three 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. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate
or any Subsidiary thereof shall not be included in the Securities selected for redemption.


 


Section 1104.     Notice
of Redemption.


 


Notice of redemption
shall be given by first-class mail, overnight courier, hand delivery, facsimile transmission, email or other electronic transmission,
or otherwise in accordance with the Applicable Procedures, not less than 10 nor more than 60 days prior to the Redemption Date
(or within such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each Holder of
Securities to be redeemed, at such Holder’s address appearing in the Security Register.


 


All notices of redemption
shall identify the Securities to be redeemed and shall state:


 


		(1)	the Redemption Date;



 


		(2)	the Redemption Price (or the method of calculating such 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;



 






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		(5)	the place or places where each such Security is to be surrendered for payment of the Redemption
Price;



 


		(6)	for any Securities that by their terms may be converted, the terms of conversion, the date on which
the right to convert the Security to be redeemed will terminate and the place or places where such Securities may be surrendered
for conversion;



 


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



 


		(8)	if applicable, the CUSIP numbers of the Securities of such series; provided, however,
that no representation will be made as to the correctness or accuracy of the CUSIP number, or any similar number, if any, listed
in such notice or printed on the Securities.



 


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 written request
at least five Business Days prior to the giving of notice of redemption (unless a shorter notice shall be satisfactory to the Trustee)
together with the notice to be given setting forth the information to be stated therein as provided in the preceding paragraph
(which notice may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the
Holders), by the Trustee in the name and at the expense of the Company. The notice, if sent in the manner herein provided, shall
be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such
notice in the manner herein provided or otherwise in accordance with the Applicable Procedures or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Securities.


 


Section 1105.     Deposit
of Redemption Price.


 


By no later than 11:00
a.m. (New York City 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 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities
of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities
or portions of Securities called for redemption which are owned by the Company or a Subsidiary and have been delivered by the Company
or such Subsidiary to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted
to the Company. In addition, the Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by
the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities
to be redeemed.


 


If any Security called
for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive
interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company
Request or, if then held by the Company, shall be discharged from such trust.


 


Section 1106.     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, if applicable, with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption Date will 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 307; provided further that, unless otherwise specified as contemplated by Section 301,
if the Redemption Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest
shall be payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date.


 



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


 


Section 1107.     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 such Holder’s 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 principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so surrendered.


 


Article XII

SINKING FUNDS


 


Section 1201.     Applicability
of Article.


 


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


 


The minimum amount
of any sinking fund payment provided for by the terms of any series of 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 series of Securities, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied
to the redemption of Securities of the series as provided for by the terms of such Securities.


 


Section 1202.     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.


 



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Section 1203.     Redemption
of Securities for Sinking Fund.


 


Not less than 45 days
(or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officer’s 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 1202
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 Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 1103
and the Company shall 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 1104. Such notice having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Section 1106 and Section 1107.


 


Article XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301.     Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


Unless otherwise provided
as contemplated by Section 301, Section 1302 and Section 1303 shall apply to all Securities or each series of Securities,
as the case may be, in either case, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII;
and the Company may elect, at its option at any time, to have Section 1302 and Section 1303 applied to any Securities
or any series of Securities, as the case may be, pursuant to such Section 1302 or Section 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII.
Any such election to have or not to have Section 1302 and Section 1303 apply, as the case may be, shall be evidenced
by a Board Resolution, Officer’s Certificate or in another manner specified as contemplated by Section 301 for such
Securities.


 


Section 1302.     Defeasance
and Discharge.


 


Upon the Company’s
exercise of its option, if any, to have this Section 1302 applied to any Securities or any series of Securities, as the case
may be, or if this Section 1302 shall otherwise apply to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section 1302
on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1305,
payments in respect of the principal of and premium, if any, and interest on such Securities when payments are due, (2) the
Company’s obligations with respect to such Securities under Section 304, Section 305, Section 306, Section 1002
and Section 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII.
Subject to compliance with this Article XIII, the Company may exercise its option, if any, to have this Section 1302
applied to the Securities of any series notwithstanding the prior exercise of its option, if any, to have Section 1303 applied
to such Securities.


 



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Section 1303.     Covenant
Defeasance.


 


Upon the Company’s
exercise of its option, if any, to have this Section 1303 applied to any Securities or any series of Securities, as the case
may be, or if this Section 1303 shall otherwise apply to any Securities or any series of Securities, as the case may be, (1) the
Company shall be released from its obligations under any covenants provided pursuant to Section 301(21), Section 901(1) or
Section 901(8) for the benefit of the Holders of such Securities and the covenants set forth in Section 704, Section 801,
Section 1004 and Section 1006, and (2) the occurrence of any event specified in Section 501(3), Section 501(4),
Section 501(5) and Section 501(8) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in this Section 1303 on and after the date the conditions set forth in Section 1304
are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein
to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document,
but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


Section 1304.     Conditions
to Defeasance or Covenant Defeasance.


 


The following shall
be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as
the case may be:


 


		(1)	The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another
trustee which satisfies the requirements contemplated by Section 609 and agrees 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 benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will
provide money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of an independent public
accountant or financial advisor expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and premium,
if any, and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and
such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America
is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and
(y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.



 



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		(2)	In the event of an election to have Section 1302 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 (A) the
Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (B) since the original
issue date of such Securities, there has been a change in the applicable federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such Opinion shall confirm that, the Holders of such Securities will not recognize gain or loss
for U.S. federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities
and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur.



 


		(3)	In the event of an election to have Section 1303 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 that the Holders
of such Securities will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such Securities and will be subject to U.S. federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.



 


		(4)	The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that
neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.



 


		(5)	No Default or Event of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, insofar as Section 501(6) or Section 501(7) are
concerned, at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).



 


		(6)	Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under, any other material 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 Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with
(in each case, subject to the satisfaction of the condition in clause (5)).



 


Before or after a deposit,
the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with
Article XI.


 






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Section 1305.     Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions
of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect
of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal
and premium, if any, and interest, but money so held in trust need not be segregated from other funds except to the extent required
by law.


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1304 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 Outstanding Securities; provided that the Trustee shall be entitled to
charge any such tax, fee or other charge to such Holder’s account.


 


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 U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which are in excess of
the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may
be, with respect to such Securities.


 


Section 1306.     Reinstatement.


 


If the Trustee or the
Paying Agent is unable to apply any money in accordance with this Article XIII with respect to any Securities by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to
Section 1302 or Section 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII
with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 1305 with respect to such Securities in accordance with this Article XIII; provided, however,
that (a) if the Company makes any payment of principal of or premium, if any, or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights, if any, of the Holders of such Securities to receive
such payment from the money so held in trust and (b) unless otherwise required by any legal proceeding or any order or judgment
of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government Obligations
to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations
has occurred and continues to be in effect.


 


Article XIV

REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1401.     Applicability
of Article.


 


Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with
this Article XIV.


 






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Section 1402.     Repayment
of Securities.


 


Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof and premium, if any, thereon, together with interest thereon
accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before
the Repayment Date it will 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 1003) an amount of money sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of, the premium, if any, and (except if the Repayment
Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.


 


Section 1403.     Exercise
of Option.


 


Securities of any series
subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option
to Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney
duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security
(or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier
than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the
minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued
to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified.
The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.


 


Section 1404.     When
Securities Presented for Repayment Become Due and Payable.


 


If Securities of any
series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article XIV
and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to
be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities
shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Security for repayment in accordance
with such provisions, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued
interest and/or premium, if any, to (but excluding) the Repayment Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment
Date shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) 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 307.


 


If the principal amount
of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) and any premium shall, until paid, bear interest from the Repayment Date at the
rate of interest or yield to maturity (in the case of Original Issue Discount Securities) set forth in such Security.


 






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Section 1405.     Securities
Repaid in Part.


 


Upon surrender of any
Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder
of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, of
any authorized denomination specified by the Holder, in a principal amount equal to and in exchange for the portion of the principal
of such Security so surrendered which is not to be repaid.


 


* * *


 


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


 


[Signature page follows]


 



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


 


	 	Reliance Steel & Aluminum Co.



 


	 	 	 
	 	By:	/s/ Karla R. Lewis
	 	Name:	Karla R. Lewis
	 	Title:	Senior Executive Vice President and Chief Financial Officer



 





	 	Wells Fargo Bank, National Association, as Trustee






 


	 	By:	/s/ Maddy Hughes
	 	Name:	Maddy Hughes
	 	Title:	Vice President