EXHIBIT 4.3


1ST
UNITED BANCORP, INC.


INDENTURE


Dated
as of ___________________,


____________,
as Trustee



    	 



    	 



    


TABLE OF CONTENTS


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I      DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	Section 1.1	Definitions	 	1
	 	Section 1.2	Other Definitions	 	4
	 	Section 1.3	Incorporation by Reference of Trust Indenture Act	 	4
	 	Section 1.4	Rules of Construction	 	4
	ARTICLE II     THE SECURITIES	 	5
	 	Section 2.1	Issuable in Series	 	5
	 	Section 2.2	Establishment of Terms of Series of Securities	 	5
	 	Section 2.3	Execution and Authentication	 	7
	 	Section 2.4	Registrar and Paying Agent	 	7
	 	Section 2.5	Paying Agent to Hold Money in Trust	 	8
	 	Section 2.6	Securityholder Lists	 	8
	 	Section 2.7	Transfer and Exchange	 	8
	 	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	 	8
	 	Section 2.9	Outstanding Securities	 	9
	 	Section 2.10	Treasury Securities	 	9
	 	Section 2.11	Temporary Securities	 	9
	 	Section 2.12	Cancellation	 	10
	 	Section 2.13	Defaulted Interest	 	10
	 	Section 2.14	Global Securities	 	10
	 	Section 2.15	CUSIP Numbers	 	11
	ARTICLE III    REDEMPTION	 	11
	 	Section 3.1	Notice to Trustee	 	11
	 	Section 3.2	Selection of Securities to be Redeemed	 	11
	 	Section 3.3	Notice of Redemption	 	11
	 	Section 3.4	Effect of Notice of Redemption	 	12
	 	Section 3.5	Deposit of Redemption Price	 	12
	 	Section 3.6	Securities Redeemed in Part	 	12
	ARTICLE IV    COVENANTS	 	12
	 	Section 4.1	Payment of Principal and Interest	 	12
	 	Section 4.2	SEC Reports	 	12
	 	Section 4.3	Compliance Certificate	 	13
	 	Section 4.4	Stay, Extension and Usury Laws	 	13
	ARTICLE V      SUCCESSOR ENTITY	 	13
	 	Section 5.1	Company May Consolidate, Etc	 	13
	 	Section 5.2	Successor Entity Substituted	 	14
	 	Section 5.3	Evidence of Consolidation, Etc. to Trustee	 	14
	ARTICLE VI    DEFAULTS AND REMEDIES	 	14
	 	Section 6.1	Events of Default	 	14
	 	Section 6.2	Acceleration of Maturity; Rescission and Annulment	 	15



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TABLE OF CONTENTS

(continued)


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	 	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	 	16
	 	Section 6.4	Trustee May File Proofs of Claim	 	16
	 	Section 6.5	Trustee May Enforce Claims Without Possession of Securities	 	17
	 	Section 6.6	Application of Money Collected	 	17
	 	Section 6.7	Limitation on Suits	 	17
	 	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	 	18
	 	Section 6.9	Restoration of Rights and Remedies	 	18
	 	Section 6.10	Rights and Remedies Cumulative	 	18
	 	Section 6.11	Delay or Omission Not Waiver	 	18
	 	Section 6.12	Control by Holders	 	18
	 	Section 6.13	Waiver of Past Defaults	 	19
	 	Section 6.14	Undertaking for Costs	 	19
	ARTICLE VII   TRUSTEE	 	19
	 	Section 7.1	Duties of Trustee	 	19
	 	Section 7.2	Rights of Trustee	 	20
	 	Section 7.3	Individual Rights of Trustee	 	21
	 	Section 7.4	Trustee’s Disclaimer	 	21
	 	Section 7.5	Notice of Defaults	 	21
	 	Section 7.6	Reports by Trustee to Holders	 	21
	 	Section 7.7	Compensation and Indemnity	 	21
	 	Section 7.8	Replacement of Trustee	 	22
	 	Section 7.9	Successor Trustee by Merger, Etc	 	22
	 	Section 7.10	Eligibility; Disqualification	 	22
	 	Section 7.11	Preferential Collection of Claims Against Company	 	23
	ARTICLE VIII  SATISFACTION AND DISCHARGE; DEFEASANCE	 	23
	 	Section 8.1	Satisfaction and Discharge of Indenture	 	23
	 	Section 8.2	Application of Trust Funds; Indemnification	 	23
	 	Section 8.3	Legal Defeasance of Securities of Any Series	 	24
	 	Section 8.4	Covenant Defeasance	 	25
	 	Section 8.5	Repayment to Company	 	26
	ARTICLE IX    AMENDMENTS AND WAIVERS	 	26
	 	Section 9.1	Without Consent of Holders	 	26
	 	Section 9.2	With Consent of Holders	 	26
	 	Section 9.3	Limitations	 	27
	 	Section 9.4	Compliance with Trust Indenture Act	 	27
	 	Section 9.5	Revocation and Effect of Consents	 	27
	 	Section 9.6	Notation on or Exchange of Securities	 	28
	 	Section 9.7	Trustee Protected	 	28
	ARTICLE X     MISCELLANEOUS	 	28
	 	Section 10.1	Trust Indenture Act	 	28
	 	Section 10.2	Notices	 	28



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TABLE OF CONTENTS

(continued)


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	 	Section 10.3	Communication by Holders with Other Holders	 	29
	 	Section 10.4	Certificate and Opinion as to Conditions Precedent	 	29
	 	Section 10.5	Statements Required in Certificate or Opinion	 	29
	 	Section 10.6	Rules by Trustee and Agents	 	29
	 	Section 10.7	Legal Holidays	 	29
	 	Section 10.8	No Recourse Against Others	 	29
	 	Section 10.9	Counterparts	 	30
	 	Section 10.10	Governing Laws	 	30
	 	Section 10.11	No Adverse Interpretation of Other Agreements	 	30
	 	Section 10.12	Successors	 	30
	 	Section 10.13	Severability	 	30
	 	Section 10.14	Table of Contents, Headings, Etc	 	30
	 	Section 10.15	Securities in a Foreign Currency	 	30
	 	Section 10.16	Judgment Currency	 	31
	ARTICLE XI    SINKING FUNDS	 	31
	 	Section 11.1	Applicability of Article	 	31
	 	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	 	31
	 	Section 11.3	Redemption of Securities for Sinking Fund	 	32



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INDENTURE


Indenture
dated as of ______________, ______________ between 1st United Bancorp, Inc., a Florida corporation (“Company”),
and ______________, as trustee (“Trustee”).


Each party
agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture.


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


	Section 1.1	Definitions



“Additional
Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein
or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified therein and which are owing to
such Holders.


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


“Agent”
means any Registrar, Paying Agent or Service Agent.


“Authorized
Newspaper” means a newspaper in an official language of the country of publication customarily published at least once
a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is
used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient
publication of such notice.


“Bearer”
means anyone in possession from time to time of a Bearer Security.


“Bearer
Security” means any Security, including any interest coupon appertaining thereto, that does not provide for the identification
of the Holder thereof.


“Board
of Directors” means the Board of Directors of the Company or any duly authorized committee thereof.


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


“Business
Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions
are authorized or required by law, regulation or executive order to close.


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


“Company
Order” means a written order signed in the name of the Company by two Officers.



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


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


“Debt”
of any person as of any date means, without duplication, all indebtedness of such person in respect of borrowed money, including
all interest, fees and expenses owed in respect thereto (whether or not the recourse of the lender is to the whole of the assets
of such person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments.


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


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to the
Securities of any Series shall mean the Depository with respect to the Securities of such Series.


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.


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


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


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


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


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series
or its nominee, and registered in the name of such Depository or nominee.


“Holder”
or “Securityholder” means a person in whose name a Security is registered or the holder of a Bearer Security.


“Indenture”
means this Indenture as amended from time to time and shall include the form and terms of particular Series of Securities established
as contemplated hereunder.


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


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



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


“Officers’
Certificate” means a certificate signed by two Officers.


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


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


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts
in respect of, the Security.


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject.


“SEC”
means the Securities and Exchange Commission.


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


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


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


“Subsidiary”
of any specified person means any corporation of which an amount of outstanding stock representing by the terms thereof at least
a majority of the ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the
time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such
person and one or more other Subsidiaries.


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent
required by any such amendment, the Trust Indenture Act as so amended.


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


“U.S.
Government Obligations” means securities which are (i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, and which in the case of (i) and (ii) are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.



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	Section 1.2	Other Definitions.



	Term	 	Defined in Section	 
	“Bankruptcy Law”	 	 	6.1	 
	“Custodian”	 	 	6.1	 
	“Event of Default”	 	 	6.1	 
	“Journal”	 	 	10.15	 
	“Judgment Currency”	 	 	10.16	 
	“Legal Holiday”	 	 	10.7	 
	“mandatory sinking fund payment”	 	 	11.1	 
	“Market Exchange Rate”	 	 	10.15	 
	“New York Banking Day”	 	 	10.16	 
	“optional sinking fund payment”	 	 	11.1	 
	“Paying Agent”	 	 	2.4	 
	“Registrar”	 	 	2.4	 
	“Required Currency”	 	 	10.16	 
	“Service Agent”	 	 	2.4	 
	“successor person”	 	 	5.1	 



 


	Section 1.3	Incorporation by Reference
of Trust Indenture Act.



Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:


“Commission”
means the SEC.


“indenture
securities” means the Securities.


“indenture
security holder” means a Securityholder.


“indenture
to be qualified” means this Indenture.


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


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


All other
terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.


	Section 1.4	Rules of Construction.



Unless
the context otherwise requires:


1.4.1     
a term has the meaning assigned to it;


1.4.2     
an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting
principles;


1.4.3      references
to “generally accepted accounting principles” shall mean generally accepted accounting principles in effect as of
the time when and for the period as to which such accounting principles are to be applied;



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1.4.4     
“or” is not exclusive;


1.4.5     
words in the singular include the plural, and in the plural include the singular; and


1.4.6     
provisions apply to successive events and transactions’


 



ARTICLE
II



THE SECURITIES


	Section 2.1	Issuable in Series.



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


	Section 2.2	Establishment of Terms of
Series of Securities.



At or
prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the
case of Subsection 2.2.1, and, either as to such Securities within the Series or as to the Series generally, in the case of Subsections
2.2.2 through 2.2.21) by a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority
granted under a Board Resolution:


2.2.1     
the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other
Series);


2.2.2     
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will
be issued;


2.2.3     
any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);


2.2.4     
the date or dates on which the principal of the Securities of the Series is payable;


2.2.5     
the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate
or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the
Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date
or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on
any interest payment date;


2.2.6     
the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means;


2.2.7     
if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which
the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;



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2.2.8     
the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund
or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;


2.2.9     
the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company
at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;


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


2.2.11     the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether
the Securities will be issuable as Global Securities);


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


2.2.13     the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency;


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


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


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


2.2.17     the provisions, if any, relating to any security provided for the Securities of the Series;


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


2.2.19     the ranking of the Securities of the Series, including the relative degree, if any, to which the Securities of such Series
shall be subordinated to one or more other Series of Securities or other obligations of the Company in right of payment, whether
outstanding or not;


2.2.20     any addition to or change in the covenants set forth in Article IV or V which applies to Securities of the Series;


2.2.21     any other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 9.1, but which may modify or delete any provision of this Indenture insofar as it applies
to such Series); and


2.2.22     any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities
of such Series if other than those appointed herein.


2.2.23     All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with
the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’
Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances
of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’
Certificate.



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	Section 2.3	Execution and Authentication.



Two Officers
shall sign the Securities for the Company by manual or facsimile signature.


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


A Security
shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this Indenture.


The Trustee
shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such
Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly
authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


The aggregate
principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount
for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant
to Section 2.2, except as provided in Section 2.8.


Prior
to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully
protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing
the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4 and (c) an Opinion
of Counsel complying with Section 10.4.


The Trustee
may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.


	Section 2.4	Registrar and Paying Agent.



The Company
shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant
to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“
Paying Agent “), where Securities of such Series may be surrendered for registration of transfer or exchange (“
Registrar “) and where notices and demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“ Service Agent “). The Registrar shall keep a register with respect to each
Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the
name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and 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 co-registrars, additional paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.2 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 name or address of any such co-registrar, additional paying
agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Service Agent” includes any additional service agent.



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The Company
hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


	Section 2.5	Paying Agent to Hold Money
in Trust.



The Company
shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit
of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal
of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary
acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of
Securities all money held by it as Paying Agent.


	Section 2.6	Securityholder Lists.



The Trustee
shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least ten 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 Securityholders of each Series of Securities.


	Section 2.7	Transfer and Exchange.



Where
Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them
for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange
if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3.6 or 9.6).


Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series
for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of
Securities of that Series selected for redemption and ending at the close of business on the day of such mailing or (b) to
register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the
portion being redeemed of any such Securities selected, called or being called for redemption in part.


	Section 2.8	Mutilated, Destroyed, Lost
and Stolen Securities.



If any
mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


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



    	-8-



    	 



    


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


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


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


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


	Section 2.9	Outstanding Securities.



The Securities
outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions
hereof and those described in this Section as not outstanding.


If a Security
is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that
the replaced Security is held by a bona fide purchaser.


If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease
to be outstanding and interest on them ceases to accrue.


A Security
shall cease to be outstanding if the Company or any of its Subsidiaries holds the Security.


In determining
whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding
for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2.


	Section 2.10	Treasury Securities.



In determining
whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company or an Affiliate shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver only Securities of a Series that the Trustee knows are so owned shall be so disregarded.


	Section 2.11	Temporary Securities.



Until
definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities
upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the
Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.



    	-9-



    	 



    


	Section 2.12	Cancellation.



The Company
at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such canceled Securities (subject to
the record retention requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the
Company otherwise directs. The Company may not issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.


	Section 2.13	Defaulted Interest.



If the
Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent
permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent
special record date. The Company shall fix the record date and payment date. At least 30 days before the record date, the Company
shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and
the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


	Section 2.14	Global Securities.



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


2.14.2     Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture
and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities
registered in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository
notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint
a successor Depository within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable, or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct
in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


Except
as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect
to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee
of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


2.14.3     Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:


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



    	-10-



    	 



    


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


2.14.5     Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by
Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


2.14.6     Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any
Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global
Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of
obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


	Section 2.15	CUSIP Numbers.



The Company
in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.


ARTICLE
III



REDEMPTION


	Section 3.1	Notice to Trustee.



The Company
may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the
notice at least 30 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


	Section 3.2	Selection of Securities to
be Redeemed.



Unless
otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed
in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of the Series
outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities
of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant
to Section 2.2.10, the minimum principal denomination for each Series and integral multiples thereof. Provisions of this
Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called
for redemption.


	Section 3.3	Notice of Redemption.



Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate,
at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class
mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding, publish on one occasion
a notice in an Authorized Newspaper.



    	-11-



    	 



    


The notice
shall identify the Securities of the Series to be redeemed and shall state:


3.3.1     
the redemption date;


3.3.2     
the redemption price;


3.3.3     
the name and address of the Paying Agent;


3.3.4     
that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


3.3.5     
that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date; and


3.3.6     
any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


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


	Section 3.4	Effect of Notice of Redemption.



Once notice
of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due
and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date.


	Section 3.5	Deposit of Redemption Price.



On or
before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and
accrued interest, if any, on all Securities to be redeemed on that date.


	Section 3.6	Securities Redeemed in Part.



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


ARTICLE
IV



COVENANTS


	Section 4.1	Payment of Principal and
Interest.



The Company
covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal
of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture.


	Section 4.2	SEC Reports.



The Company
shall deliver to the Trustee within 45 days after it files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe)
which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the
foregoing, the Company will be deemed to have delivered such reports to the Trustee if the Company has filed such reports with
the SEC via the EDGAR filing system and such reports are publicly available. The Company also shall comply with the other provisions
of TIA Section 314(a).



    	-12-



    	 



    


	Section 4.3	Compliance Certificate.



The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate
as to the signer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture (determined
without regard to any period of grace or requirement of notice provided herein) and if the Company shall not be in compliance,
specifying such non-compliance and the nature and status thereof.


The Company
will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or
Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking
or proposes to take with respect thereto.


	Section 4.4	Stay, Extension and Usury
Laws.



The Company
covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the extent it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort
to any such law, 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 has been enacted.


ARTICLE
V



SUCCESSOR ENTITY


	Section 5.1	Company May Consolidate,
Etc.



Except as otherwise
provided as contemplated by Section 2.2 for a particular Series by a Board Resolution, a supplemental indenture or an Officers’
Certificate, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property
of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or
not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however,
(a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is
not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal
of (premium, if any) and interest on all of the Securities in accordance with the terms of each Series, according to their tenor,
and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each
Series or established with respect to such Series pursuant to Section 2.2 to be kept or performed by the Company shall be
expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect)
executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property and (b) in the event that the Securities of any Series then outstanding
are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such
supplemental indenture, make provision so that the Holders of Securities of that Series shall thereafter be entitled to receive
upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares
of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been
entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer
or other disposition.



    	-13-



    	 



    


	Section 5.2	Successor Entity Substituted.



5.2.1     
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the
successor entity by supplemental indenture, executed and delivered to the Trustee, of the obligations set forth under Section 5.1
on all of the Securities of all Series outstanding, such successor entity shall succeed to and be substituted for the Company
with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture and the Securities.


5.2.2     
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


5.2.3     
Nothing contained in this Article (including, without limitation, Section 5.3) shall require any action by the Company
in the case of a consolidation or merger of any Person into the Company where the Company is the survivor of such transaction,
or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other Person (whether or
not affiliated with the Company).


	Section 5.3	Evidence of Consolidation,
Etc. to Trustee.



The Trustee
may receive an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.


ARTICLE
VI



DEFAULTS AND REMEDIES


	Section 6.1	Events of Default.



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


6.1.1     
default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance
of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee
or with a Paying Agent prior to the expiration of such period of 30 days); or


6.1.2     
default in the payment of the principal of any Security of that Series at its Maturity; or


6.1.3     
default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or


6.1.4     
default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant
or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which
default continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities
of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “ Notice of Default” hereunder; or



    	-14-



    	 



    


6.1.5     
the Company pursuant to or within the meaning of any Bankruptcy Law:


(a)       
commences a voluntary case,


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


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


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


6.1.6     
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 its property, or


(c)       
orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or


6.1.7     
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18.


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


	Section 6.2	Acceleration of Maturity;
Rescission and Annulment.



If an
Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event
of Default referred to in Section 6.1(e) or (f)) then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series 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) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in
Section 6.1(e) or (f) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if
any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


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


6.2.1     
the Company has paid or deposited with the Trustee a sum sufficient to pay:


(a)       
all overdue interest, if any, on all Securities of that Series,


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


(c)       
to the extent that payment of such interest is lawful, interest upon any overdue principal and 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



    	-15-



    	 



    


6.2.2     
all Events of Default with respect to Securities of that Series, other than the non-payment of the principal of Securities
of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


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


	Section 6.3	Collection of Indebtedness
and Suits for Enforcement by Trustee.



The Company
covenants that if:


6.3.1     
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


6.3.2     
default is made in the payment of principal of any Security at the Maturity thereof, or


6.3.3     
default is made in the deposit of any sinking fund payment when and as due by the terms of a Security,


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


If an
Event of Default with respect to any 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 most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


	Section 6.4	Trustee May File Proofs of
Claim.



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


6.4.1     
to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding; and


6.4.2     
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.



    	-16-



    	 



    


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the 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.


	Section 6.5	Trustee May Enforce Claims
Without Possession of Securities.



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


	Section 6.6	Application of Money Collected.



Any money
collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or 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 7.7; and


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


Third:
to the Company.


	Section 6.7	Limitation on Suits.



No Holder
of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


6.7.1     
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that Series;


6.7.2     
the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


6.7.3     
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to
be incurred in compliance with such request;


6.7.4     
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such
proceeding; and


6.7.5      no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series, it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders.



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	Section 6.8	Unconditional Right of Holders
to Receive Principal and Interest.



Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed
in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


	Section 6.9	Restoration of Rights and
Remedies.



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


	Section 6.10	Rights and Remedies Cumulative.



Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


	Section 6.11	Delay or Omission Not Waiver.



No delay
or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.


	Section 6.12	Control by Holders.



The Holders
of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such Series, provided that:


6.12.1     
such direction shall not be in conflict with any rule of law or with this Indenture;


6.12.2     
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and


6.12.3     
subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability.



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	Section 6.13	Waiver of Past Defaults.



The Holders
of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all
the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default
in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority
in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration). 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 6.14	Undertaking for Costs.



All parties
to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment
of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the redemption date).


ARTICLE
VII



TRUSTEE


	Section 7.1	Duties of Trustee.



7.1.1     
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.


7.1.2     
Except during the continuance of an Event of Default:


(a)       
The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.


(b)       
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’
Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture.


7.1.3     
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that:


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


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



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(c)       
The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to
Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the
outstanding Securities of such Series 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.


7.1.4     
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of
this Section.


7.1.5     
The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to
it against any loss, liability or expense.


7.1.6     
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with
the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


7.1.7     
No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability
in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.


7.1.8     
The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard
of care as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


	Section 7.2	Rights of Trustee.



7.2.1     
The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to
be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated
in the document.


7.2.2     
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel.


7.2.3     
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission
by any Depository.


7.2.4     
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers.


7.2.5     
The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


7.2.6     
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.



    	-20-



    	 



    


	Section 7.3	Individual Rights of Trustee.



The Trustee
in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company
or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee
is also subject to Sections 7.10 and 7.11.


	Section 7.4	Trustee’s Disclaimer.



The Trustee
makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the
Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other
than its authentication.


	Section 7.5	Notice of Defaults.



If a Default
or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after
it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in
the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may
withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Securityholders of that Series.


	Section 7.6	Reports by Trustee to Holders.



Within
60 days after May 15 in each year, the Trustee shall transmit by mail to all Security holders, as their names and addresses
appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper,
a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section 313.


A copy
of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange
on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series
are listed on any stock exchange.


	Section 7.7	Compensation and Indemnity.



The Company
shall pay to the Trustee from time to time reasonable compensation for its services in amounts agreed to by the Company and the
Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall
include the reasonable compensation and expenses of the Trustee’s agents and counsel.


The Company
shall indemnify the Trustee (including the cost of defending itself) against any loss, liability or expense incurred by it except
as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.


The Company
need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through negligence or bad faith.


To secure
the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular
Securities of that Series.



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


	Section 7.8	Replacement of Trustee.



A resignation
or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section.


The Trustee
may resign with respect to the Securities of one or more Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the
Company. The Company may remove the Trustee with respect to Securities of one or more Series if:


7.8.1     
the Trustee fails to comply with Section 7.10;


7.8.2     
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;


7.8.3     
a Custodian or public officer takes charge of the Trustee or its property; or


7.8.4     
the Trustee becomes incapable of acting.


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


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


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for
in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series and,
if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement
of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue
for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement.


	Section 7.9	Successor Trustee by Merger,
Etc.



If the
Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be the successor Trustee.


	Section 7.10	Eligibility; Disqualification.



This Indenture
shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall
always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).



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	Section 7.11	Preferential Collection of
Claims Against Company.



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


ARTICLE
VIII



SATISFACTION AND DISCHARGE; DEFEASANCE


	Section 8.1	Satisfaction and Discharge
of Indenture.



This Indenture
shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:


8.1.1     
either:


(a)       
all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen
and that have been replaced or paid) have been delivered to the Trustee for cancellation; or


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


		(i)	have become due and payable,
or



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



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



		(iv)	are deemed paid and discharged
pursuant to Section 8.3, as applicable;



and the Company, in the case
of (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount
sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become
due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


8.1.2     
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


8.1.3     
the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been complied with.


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8,
8.1 8.2 and 8.5 shall survive.


	Section 8.2	Application of Trust Funds;
Indemnification.



8.2.1     
Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money
and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4
and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with
the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment
such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments
as contemplated by Sections 8.3 or 8.4.



    	-23-



    	 



    


8.2.2     
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal
received in respect of such obligations other than any payable by or on behalf of Holders.


8.2.3     
The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations
or Foreign Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,
are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S.
Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize
the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


	Section 8.3	Legal Defeasance of Securities
of Any Series.



Unless
this Section 8.3 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series (and
notwithstanding whether the Company has previously satisfied the conditions set forth in clause (a) through (f) of Section 8.4,
the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of such Series
on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture,
as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to:


8.3.1     
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series
on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking
fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance
with the terms of this Indenture and the Securities of such Series;


8.3.2     
the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


8.3.3     
the rights, powers, trust and immunities of the Trustee hereunder;


provided that, the following
conditions shall have been satisfied:


8.3.4     
the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders
of such Securities, (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money
or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations or (ii) in the case
of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government
Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due
date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if any, on all the Securities of such Series on the
dates such installments of interest or principal are due;


8.3.5     
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;



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8.3.6     
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the
date of such deposit or during the period ending on the 91st day after such date;


8.3.7     
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect
that the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;


8.3.8     
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by
the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;


8.3.9     
such deposit shall not result in the trust arising from such deposit constituting an investment company (as defined in
the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder;
and


8.3.10     the
Company shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent provided for
relating to the defeasance contemplated by this Section have been complied with.


	Section 8.4	Covenant Defeasance.



Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on
and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply
with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, and 5.1 as well as any additional covenants contained
in a supplemental indenture hereto for a particular Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or
Event of Default under Section 6.1), with respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:


8.4.1     
with reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided
in Section 8.2(c)) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of such Securities, (i) in the case of Securities of such Series denominated in Dollars, cash
in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations
or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with
their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later
than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of the Securities of such Series on the dates such
installments of interest or principal are due;


8.4.2     
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture;


8.4.3     
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the
date of such deposit or during the period ending on the 91st day after such date;


8.4.4     
the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such
Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such deposit and defeasance had not occurred;



    	-25-



    	 



    


8.4.5     
the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the
Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


8.4.6     
the Company shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent herein
provided for relating to the defeasance contemplated by this Section have been complied with.


	Section 8.5	Repayment to Company.



The Trustee
and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest that
remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.


ARTICLE
IX



AMENDMENTS AND WAIVERS


	Section 9.1	Without Consent of Holders.



The Company
and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder:


9.1.1     
to cure any ambiguity, defect or inconsistency;


9.1.2     
to comply with Article V;


9.1.3     
to provide for uncertificated Securities in addition to or in place of certificated Securities;


9.1.4     
to make any change that does not adversely affect the rights of any Securityholder;


9.1.5     
to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted
by this Indenture;


9.1.6     
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; or


9.1.7     
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.


	Section 9.2	With Consent of Holders.



The Company
and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in 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 offer for the Securities of such Series), for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority
in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee (including consents
obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company
with any provision of this Indenture or the Securities with respect to such Series.



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It shall
not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a
supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected
thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a
notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


	Section 9.3	Limitations.



Without
the consent of each Securityholder affected, an amendment or waiver may not:


9.3.1     
change the amount of Securities whose Holders must consent to an amendment, supplement or waiver;


9.3.2     
reduce the rate of or extend the time for payment of interest (including default interest) on any Security;


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


9.3.4     
reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


9.3.5     
waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission
of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities
of such Series and a waiver of the payment default that resulted from such acceleration);


9.3.6     
make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;


9.3.7     
make any change in Section 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or


9.3.8     
waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption
of any Securities.


	Section 9.4	Compliance with Trust Indenture
Act.



Every
amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that
complies with the TIA as then in effect.


	Section 9.5	Revocation and Effect of
Consents.



Until
an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.


Any amendment
or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the
type described in any of clauses (a) through (g) of Section 9.3. In that case, the amendment or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security.



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	Section 9.6	Notation on or Exchange of
Securities.



The Trustee
may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company
in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series
that reflect the amendment or waiver.


	Section 9.7	Trustee Protected.



In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any
supplemental indenture that adversely affects its rights.


ARTICLE
X



MISCELLANEOUS


	Section 10.1	Trust Indenture Act.



The provisions
of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not expressly set forth herein.
If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included
in this Indenture by the TIA, such required or deemed provision shall control. If any provision of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture
as so modified or excluded, as the case may be.


	Section 10.2	Notices.



Any notice
or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class
mail:


if
to the Company:


1st
United Bancorp, Inc.


One
North Federal Highway


Boca
Raton, Florida 33432


Attention:
John Marino


if
to the Trustee:


_____________


_____________


_____________


The Company
or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


Any notice
or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar
and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication
to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series.


If a notice
or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or
not the Securityholder receives it.



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If the
Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.


	Section 10.3	Communication by Holders
with Other Holders.



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


	Section 10.4	Certificate and Opinion as
to Conditions Precedent.



Upon any
request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee or an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with.


	Section 10.5	Statements Required in Certificate
or Opinion.



Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:


10.5.1     
a statement that the person making such certificate or opinion has read such covenant or condition;


10.5.2     
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;


10.5.3     
a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


10.5.4     
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


	Section 10.6	Rules by Trustee and Agents.



The Trustee
may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules
and set reasonable requirements for its functions.


	Section 10.7	Legal Holidays.



Unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture for a particular Series, a “Legal
Holiday “ is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


	Section 10.8	No Recourse Against Others.



A director,
officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities.



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	Section 10.9	Counterparts.



This Indenture
may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


	Section 10.10	Governing Laws.



THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.


	Section 10.11	No Adverse Interpretation
of Other Agreements.



This Indenture
may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


	Section 10.12	Successors.



All agreements
of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture
shall bind its successor.


	Section 10.13	Severability.



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 10.14	Table of Contents, Headings,
Etc.



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


	Section 10.15	Securities in a Foreign Currency.



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


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



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	Section 10.16	Judgment Currency.



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


ARTICLE
XI



SINKING FUNDS


	Section 11.1	Applicability of Article.



The provisions
of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise
permitted or required by any form of Security of such Series issued pursuant to this Indenture.


The minimum
amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory
sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred
to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be
applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


	Section 11.2	Satisfaction of Sinking Fund
Payments with Securities.



The Company
may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant
to the terms of such Securities, (i) deliver outstanding Securities of such Series to which such sinking fund payment is
applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (ii) apply as
credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election
of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together
with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified
in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such
action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking
fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order
pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment
required to be released to the Company.



    	-31-



    	 



    


	Section 11.3	Redemption of Securities
for Sinking Fund.



Not less
than 40 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officers’ Certificate
in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment
for that Series pursuant to the terms of that Series, 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 of Securities of that Series pursuant to
Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated
in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.



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





	 	 	 
	1ST UNITED BANCORP,
    INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[TRUSTEE]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





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