Exhibit 4.1


 





Charles
River Laboratories International, Inc.


 


INDENTURE


 


Dated as
of April 3, 2018


 


MUFG
Union Bank, N.A.


 


as Trustee


 




     


     

    

TABLE
OF CONTENTS


 


Page


 







	ARTICLE
    I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	SECTION
    1.1.   Definitions	1
	SECTION
    1.2.   Concerning the Trust Indenture Act	6
	SECTION
    1.3.   Rules of Construction	6
	ARTICLE
    II THE SECURITIES	7
	SECTION
    2.1.   Issuable in Series	7
	SECTION
    2.2.   Establishment of Terms of Series of Securities	7
	SECTION
    2.3.   Execution and Authentication	10
	SECTION
    2.4.   Registrar and Paying Agent	11
	SECTION
    2.5.   Paying Agent to Hold Money in Trust	11
	SECTION
    2.6.   Securityholder Lists	12
	SECTION
    2.7.   Transfer and Exchange	12
	SECTION
    2.8.   Mutilated, Destroyed, Lost and Stolen Securities	12
	SECTION
    2.9.   Outstanding Securities	13
	SECTION
    2.10.   Treasury Securities	14
	SECTION
    2.11.   Temporary Securities	14
	SECTION
    2.12.   Cancellation	14
	SECTION
    2.13.   Defaulted Interest	14
	SECTION
    2.14.   Special Record Dates	15
	SECTION
    2.15.   CUSIP Numbers	15
	SECTION
    2.16.   Persons Deemed Owners	15
	ARTICLE
    III REDEMPTION	16
	SECTION
    3.1.   Notice to Trustee	16
	SECTION
    3.2.   Selection of Securities to be Redeemed	16
	SECTION
    3.3.   Notice of Redemption	16
	SECTION
    3.4.   Effect of Notice of Redemption	17
	SECTION
    3.5.   Deposit of Redemption Price	17
	SECTION
    3.6.   Securities Redeemed in Part	18
	ARTICLE
    IV COVENANTS	18
	SECTION
    4.1.   Payment of Principal and Interest	18
	SECTION
    4.2.   Additional Amounts	18
	SECTION
    4.3.   Maintenance of Office or Agency	18
	SECTION
    4.4.   Compliance Certificate	19
	SECTION
    4.5.   Taxes	19
	SECTION
    4.6.   Stay, Extension and Usury Laws	19
	SECTION
    4.7.   Corporate Existence	20
	ARTICLE
    V SUCCESSORS	20
	SECTION
    5.1.   Merger, Consolidation, or Sale of Assets	20
	SECTION
    5.2.   Successor Person Substituted	21







    ii


     

    

 


	ARTICLE
    VI DEFAULTS AND REMEDIES	21
	SECTION
    6.1.   Events of Default	21
	SECTION
    6.2.   Acceleration	23
	SECTION
    6.3.   Other Remedies	23
	SECTION
    6.4.   Waiver of Past Defaults	23
	SECTION
    6.5.   Control by Majority	24
	SECTION
    6.6.   Limitation on Suits	24
	SECTION
    6.7.   Rights of Holders of Securities to Receive Payment	24
	SECTION
    6.8.   Collection Suit by Trustee	25
	SECTION
    6.9.   Trustee May File Proofs of Claim	25
	SECTION
    6.10.   Priorities	25
	SECTION
    6.11.   Undertaking for Costs	26
	ARTICLE
    VII TRUSTEE	26
	SECTION
    7.1.   Duties of Trustee	26
	SECTION
    7.2.   Rights of Trustee	27
	SECTION
    7.3.   Individual Rights of Trustee	29
	SECTION
    7.4.   Trustee’s Disclaimer	29
	SECTION
    7.5.   Notice of Defaults	29
	SECTION
    7.6.   Compensation and Indemnity	29
	SECTION
    7.7.   Replacement of Trustee	30
	SECTION
    7.8.   Successor Trustee by Merger, etc	31
	SECTION
    7.9.   Eligibility; Disqualification	31
	ARTICLE
    VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	32
	SECTION
    8.1.   Option to Effect Legal Defeasance or Covenant Defeasance	32
	SECTION
    8.2.   Legal Defeasance and Discharge	32
	SECTION
    8.3.   Covenant Defeasance	33
	SECTION
    8.4.   Conditions to Legal or Covenant Defeasance	33
	SECTION
    8.5.   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	34
	SECTION
    8.6.   Repayment to Company	35
	SECTION
    8.7.   Reinstatement	35
	ARTICLE
    IX AMENDMENTS AND WAIVERS	36
	SECTION
    9.1.   Without Consent of Holders	36
	SECTION
    9.2.   With Consent of Holders	37
	SECTION
    9.3.   Limitations	38
	SECTION
    9.4.   Revocation and Effect of Consents	38
	SECTION
    9.5.   Notation on or Exchange of Securities	39
	SECTION
    9.6.   Trustee Protected	39
	ARTICLE
    X GUARANTEES	39
	SECTION
    10.1.   Guarantees	39
	ARTICLE
    XI SATISFACTION AND DISCHARGE	40
	SECTION
    11.1.   Satisfaction and Discharge	40







    iii


     

    




	SECTION
    11.2.   Application of Trust Money	41
	ARTICLE
    XII MISCELLANEOUS	41
	SECTION
    12.1.   Notices	41
	SECTION
    12.2.   Certificate and Opinion as to Conditions Precedent	43
	SECTION
    12.3.   Statements Required in Certificate or Opinion	43
	SECTION
    12.4.   Rules by Trustee and Agents	44
	SECTION
    12.5.   Legal Holidays	44
	SECTION
    12.6.   No Recourse Against Others	44
	SECTION
    12.7.   Counterparts	44
	SECTION
    12.8.   Governing Law; Waiver of Trial by Jury	44
	SECTION
    12.9.   No Adverse Interpretation of Other Agreements	44
	SECTION
    12.10.   Successors	45
	SECTION
    12.11.   Severability	45
	SECTION
    12.12.   Table of Contents, Headings, Etc.	45
	SECTION
    12.13.   Securities in a Foreign Currency	45
	ARTICLE
    XIII SINKING FUNDS	46
	SECTION
    13.1.   Applicability of Article	46
	SECTION
    13.2.   Satisfaction of Sinking Fund Payments with Securities	46
	SECTION
    13.3.   Redemption of Securities for Sinking Fund	47
	SECTION
    13.4.   U.S.A Patriot Act	47




  













    iv


     

    

Indenture
dated as of April 3, 2018 between Charles River Laboratories International, Inc., a Delaware corporation (the “Company”),
and MUFG Union Bank, N.A., a national banking association, 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 (or
applicable Series thereof) 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 herein or 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 purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with” have correlative
meanings.


 


“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.


 


“Bankruptcy
Law” has the meaning specified in Section 6.1.


 


“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:


 


(1)  
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act
on behalf of such board;


 




    1 


     

    

(2)  
with respect to a partnership, the board of directors of the general partner of the partnership;


 


(3)  
with respect to a limited liability company, the managing member or members or any controlling committee of managing members
thereof; and


 


(4)  
with respect to any other person, the board or committee of such Person serving a similar function.


 


“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, Officer’s Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is authorized
or required by law or executive order to close or to be closed.


 


“Capital
Stock” means:


 


(1)  
in the case of a corporation, corporate stock;


 


(2)  
in the case of an association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;


 


(3)  
in the case of a partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and


 


(4)  
any other interest or participation that confers on a person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing person,


 


but excluding
from all of the foregoing any debt securities exchangeable or convertible into Capital Stock, whether or not such debt securities
include any right of participation with Capital Stock.


 


“Company”
means the party named as such above until a successor replaces it pursuant to Article V hereof and thereafter means the successor.


 


“Company
Order” means a written order signed in the name of the Company by an Officer of the Company.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
principally administered, or such other address as the Trustee may designate from time to time by notice to the Holders and the
Company, or the designated


 




    2 


     

    

corporate trust
office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to
the Holders and the Company).


 


“Covenant
Defeasance” has the meaning specified in Section 8.3.


 


“Custodian”
has the meaning specified in Section 6.1.


 


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


 


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


 


“Depository
Entry” has the meaning specified in Section 9.4.


 


“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”
and “$” means the currency of The United States of America.


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).


 


“Event
of Default” has the meaning specified in Section 6.1.


 


“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.


 


“GAAP”
means, unless otherwise specified with respect to Securities of a particular Series, generally accepted accounting principles
in the United States, which are in effect as of the time when and for the period as to which such accounting principles are to
be applied.


 


“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.


 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment
for which the United States pledges its full faith and credit.


 




    3 


     

    

“Guarantor”
means any person that issues a guarantee of the Securities, either on the Issue Date or after the Issue Date in accordance with
the terms of this Indenture; provided, that upon the release and discharge of such person from its guarantee in accordance with
this Indenture, such person shall cease to be a Guarantor.


 


“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 or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.


 


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


 


“Issue
Date” means with respect to any Series of Securities the first date such Securities are issued under this Indenture.


 


“Legal
Defeasance” has the meaning specified in Section 8.2.


 


“Legal
Holiday” has the meaning specified in Section 12.5.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional
sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest).


 


“mandatory
sinking fund payment” has the meaning specified in Section 13.1.


 


“Market
Exchange Rate” has the meaning specified in Section 12.13.


 


“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.


 


“Officer”
means, with respect to any person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President
of such person.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by one Officer of the Company, which must be the principal
executive officer, the principal financial officer, the treasurer, the principal accounting officer, any vice president, the treasurer,
any assistant treasurer, the secretary or any assistant secretary of the Company.


 


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


 




    4 


     

    

“optional
sinking fund payment” has the meaning specified in Section 13.1.


 


“Paying
Agent” has the meaning specified in Section 2.4.


 


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


 


“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.


 


“Registrar”
has the meaning specified in Section 2.4.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.


 


“SEC”
means the Securities and Exchange Commission or any successor agency.


 


“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.


 


“Service
Agent” has the meaning specified in Section 2.4.


 


“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”
means, with respect to any specified person:


 


(1)  
any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled, directly or indirectly, by that person or one or more
of the other Subsidiaries of that person (or a combination thereof); and


 


(2)  
any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total
equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or
indirectly,


 




    5 


     

    

by
such person or one or more of the other Subsidiaries of that person or a combination thereof, whether in the form of membership,
general, special or limited partnership interests or otherwise, and (b) such person or any Subsidiary of such person is a controlling
general partner or otherwise controls such entity.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code §§ 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 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.


 


SECTION
1.2.   Concerning the Trust Indenture Act.


 


The TIA shall
not be applicable to, and shall not govern, this Indenture and any Series of Securities issued hereunder.


 


SECTION
1.3.   Rules of Construction. Unless the context otherwise requires:


 


(a)  
 a term has the meaning assigned to it;


 


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


 


(c)  
“or” is not exclusive;


 


(d)  
“will” shall be interpreted to express a command;


 


(e)  
“including” is not limiting;


 


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


 


(g)  
provisions apply to successive events and transactions; and


 


(h)  
references to sections of or rules under the Securities Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from time to time.


 




    6 


     

    

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 Officer’s 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,
Officer’s Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted
under a Board Resolution 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 by or pursuant to a Board Resolution, and
set forth or determined in the manner provided in a Board Resolution or in a supplemental indenture or in an Officer’s Certificate
pursuant to authority granted under a Board Resolution:


 


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


 


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


 


(c)  
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 9.5);


 


(d)  
whether the Securities rank as senior Securities, senior subordinated Securities or
subordinated Securities or any combination thereof and the terms of any such subordination;


 


(e)  
the form and terms of any guarantee of any Securities of the series;


 


(f)   
the terms and conditions, if any, upon which the Securities of the series shall be
exchanged for or converted into other securities of the Company or securities of another person;


 


(g)  
the provisions, if any, relating to any security provided for the Securities of the
Series;


 




    7 


     

    

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


 


(i)    
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 currency exchange rate, 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, or the method for determining the date or dates from which interest will 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;


 


(j)   
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 currency exchange rate, commodity, commodity index, stock exchange index or financial index;


 


(k)  
if other than the Corporate Trust Office, the place or places where the principal
of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of
such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;


 


(l)    
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;


 


(m)    
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;


 


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


 


(o)  
the forms of the Securities of the Series in bearer or fully registered form (and,
if in fully registered form, whether the Securities of the Series shall be issued in whole or in part in the form of a Global
Security or Securities, and the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in
whole or in part for other individual Securities);


 


(p)  
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;


 




    8 


     

    

(q)  
the Trustee for the Series of Securities, if other than the Trustee named on the first
page hereof or its successors;


 


(r)   
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;


 


(s)   
any addition to or change in the covenants set forth in Articles IV or V which applies
to Securities of the Series;


 


(t)   
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;


 


(u)  
if other than Dollars, the currency of denomination of the Securities of the Series,
which may be any Foreign Currency, and if such currency of denomination is a composite currency, the agency or organization, if
any, responsible for overseeing such composite currency;


 


(v)  
if other than Dollars, 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;


 


(w)  
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;


 


(x)  
the securities exchange(s) on which the Securities of the Series will be listed, if
any;


 


(y)  
additions or deletions to or changes in the provisions relating to covenant defeasance
and legal defeasance;


 


(z)  
additions or deletions to or changes in the provisions relating to satisfaction and
discharge of the Indenture;


 


(aa)  
additions or deletions to or changes in the provisions relating to the modification
of the Indenture both with and without the consent of holders of Securities of the Series issued under the Indenture; and


 


(bb)  
any other terms of the Securities of the Series (which terms may modify, supplement
or delete any provision of this Indenture with respect to such Series; provided, however, that any modification or deletion of
the rights, duties or immunities of the Trustee hereunder shall have been consented to in writing by the Trustee).


 




    9 


     

    

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 hereto or Officer’s Certificate referred to
above, and the authorized principal amount of any Series may be increased to provide for issuances of additional Securities of
such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officer’s Certificate.


 


SECTION
2.3.   Execution and Authentication.


 


At least
one Officer must sign the Notes 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 Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each
Security shall be dated the date of its authentication.


 


The aggregate
principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount
for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant
to Section 2.2, except as provided in Section 2.9.


 


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 the Board Resolution, supplemental indenture hereto or Officer’s 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 12.2 and (c) an Opinion of Counsel complying with
Section 12.2 and opining as to the enforceability of the Notes.


 


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


 


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


 




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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.


 


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 of the Company) shall have no further liability for the money. If the Company
or a Subsidiary of the Company 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.


 




    11 


     

    

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. If the Trustee is not the Registrar, the Company shall furnish, or shall cause
the Registrar to furnish, to the Trustee at least two Business Days before each interest payment date, but in any event at least
once every six months, 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 Sections 2.11, 3.6 or 9.5).


 


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


 


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 provision of a notice of redemption of Securities
of that Series selected for redemption and ending at the close of business on the day such notice is delivered, 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 make available for delivery
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


 




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Security, a
new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


Upon the
issuance of any new Security under this Section, 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.


 


Subject to
Section 2.10, 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 in 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 of the Company or an Affiliate of the Company) holds as of 11:00 a.m. New York City
Time on the date of Maturity of Securities of a Series or on any day thereafter (in the case money is deposited by the Company
following the date of Maturity) money sufficient to pay such Securities payable on such date of Maturity or on any such later
date, as the case may be, then on and after such date of Maturity or such later date, as the case may be, such Securities of the
Series cease to be outstanding and interest on them ceases to accrue.


 


A Security
does not cease to be outstanding because the Company or an Affiliate of the Company 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


 




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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 of the Company 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 a Responsible Officer of 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.


 


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, replacement or payment. The Trustee shall, at the Company’s
written request, cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and deliver such
canceled Securities to the Company, unless the Company otherwise directs; provided that the Trustee shall not be required to destroy
such Securities. 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, unless otherwise provided by Board Resolution, Officer’s Certificate
or supplemental indenture hereto for a particular series, it shall pay the defaulted interest, plus, to the extent required 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 such special record date and the related payment date. At least 15 days before such special
record date, the Company shall deliver to the Trustee and to each Securityholder of the Series a notice that states such special
record date, the related payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other
lawful manner.


 




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SECTION
2.14.   Special Record Dates.


 


(a)  
The Company may, but shall not be obligated to, set a record date for the purpose
of determining the identity of Holders entitled to consent to any supplement, amendment or waiver permitted by this Indenture.
If a record date is fixed, the Holders of such Series and Securities outstanding on such record date, and no other Holders, shall
be entitled to consent to such supplement, amendment or waiver or revoke any consent previously given, whether or not such Holders
remain Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless
consents from Holders of the principal amount of such Series and Securities required hereunder for such amendment or waiver to
be effective shall have also been given and not revoked within such 90-day period.


 


(b)  
The Company may, but shall not be obligated to, fix any day as a record date for the
purpose of determining the Holders of any Series of Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any other similar direction. If a record date is fixed,
the Holders of such Series and Securities outstanding on such record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, however,
that no such action shall be effective hereunder unless taken on or prior to the date 90 days after such record date.


 


(c)  
To the extent reasonably practicable, the Company shall give the Trustee a 15-day
advance written notice of any special record date set in accordance with this Section 2.12.


 


SECTION
2.15.   CUSIP Numbers.


 


The Company
in issuing the Securities may use “CUSIP” and/or other similar security identifying numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers (and/or any such other security identifying 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.


 


SECTION
2.16.   Persons Deemed Owners.


 


Prior to
due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name such Security is registered in the register kept by the Registrar as the owner of such Security
for the purpose of receiving payment of principal of and (subject to the record date provisions thereof) interest on and any Additional
Amounts with respect to, such Security and for all other purposes whatsoever, whether or not any payment with respect to such
Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of a Bearer
Security as the absolute owner thereof for the purpose of receiving payment of principal of and interest on and any Additional
Amounts with respect to,


 




    15 


     

    

such Security
and for all other purposes whatsoever, whether or not any payment with respect to such Security shall be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder
of any beneficial interest in any Global Security held on its behalf by a Depository shall have any rights under this Indenture
with respect to such Global Security, and such Depository may be treated by the Company, the Trustee and any agent of the Company
or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying
Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


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 45 days before the redemption date (unless otherwise indicated for a particular Series of Securities or as otherwise
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 Officer’s 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 by such
method as the Trustee shall deem fair and appropriate (and in accordance with the procedures of the Depository).


 


In the event
of partial redemption, the Trustee shall make the selection from Securities of the Series outstanding not previously called for
redemption. The Trustee may select for redemption a portion of the principal amount of any Security of such Series; provided that
the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. 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 Officer’s Certificate, at least
15 days but not more than 60 days before a


 




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redemption
date, the Company shall deliver a notice of redemption to each Holder whose Securities are to be redeemed and if any Bearer Securities
of such Series are outstanding, publish on one occasion a notice in an Authorized Newspaper, except that redemption notices may
be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Series
of Securities or a satisfaction and discharge of this Indenture pursuant to Articles VIII or XI hereof.


 


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


 


(a)  
the redemption date;


 


(b)  
the redemption price (or if not then ascertainable, the manner of calculation thereof);


 


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


 


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


 


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


 


(f)   
the CUSIP number, if any; and


 


(g)  
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 and provision of such notice information five days (or
as otherwise acceptable to the Trustee) prior to the giving of the notice to the Holders, 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.


 


Unless otherwise
indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, once
notice of redemption is delivered 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 specified in such notice. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price plus accrued interest to but excluding the redemption date; provided that, unless
otherwise specified with respect to such Securities pursuant to Section 2.2 hereof, installments of interest whose Stated Maturity
is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or more predecessor Securities)
registered at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture.


 


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.


 




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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 pay or cause to be paid the principal
of, and premium, if any, and interest on, the Securities of that Series on the dates and in the manner provided in such Securities.
Principal of, and premium, if any, and interest on any Series of Securities will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. New York City Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
then due.


 


The Company
covenants and agrees for the benefit of the Holders of each Series of Securities that it will pay interest on overdue principal
with respect to such Securities at the rate specified therefor in the Securities; it will pay interest on overdue installments
of interest (without regard to any applicable grace period) at the same rate to the extent lawful.


 


SECTION
4.2.   Additional Amounts.


 


If any Securities
of a Series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Additional
Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or interest on, or in respect of, any Security of any Series, such mention shall be deemed
to include mention of the payment of Additional Amounts provided by the terms of such Series established hereby or pursuant hereto
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms,
and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made.


 


SECTION
4.3.   Maintenance of Office or Agency.


 


The Company
covenants and agrees for the benefit of the Holders of each Series of Securities that it will maintain an office or agency (which
may be an office of the Trustee for such Securities or an Affiliate of such Trustee, Registrar for such Securities or co-registrar)
where such Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon
the Company in respect of such Securities and this Indenture may be served. The Company will give prompt written notice to the
Trustee for such Securities of the location, and any change in the location, of such office or agency. If at any time the


 




    18 


     

    

Company fails
to maintain any such required office or agency or fails to furnish such Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of such Trustee.


 


The Company
may also from time to time designate one or more other offices or agencies where Holders of a Series of Securities may present
or surrender such Securities for any or all such purposes and may from time to time rescind such designations. The Company will
give prompt written notice to the Trustee for such Series of Securities of any such designation or rescission and of any change
in the location of any such other office or agency.


 


With respect
to each Series of Securities, the Company hereby designates the Corporate Trust Office of the Trustee for such Securities as one
such office or agency of the Company in accordance with Section 2.4 hereof.


 


SECTION
4.4.   Compliance Certificate.


 


(a)  
The Company and each Guarantor of any Series of Securities shall deliver to the Trustee
with respect to such Series, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a
review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge based on such review
the Company has fulfilled its obligations under this Indenture (or, if a Default or Event of Default has occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto).


 


(b)  
So long as any Series of Securities is outstanding, the Company will deliver to the
Trustee with respect to such Series, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s
Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect
thereto.


 


SECTION
4.5.   Taxes.


 


The Company
covenants and agrees for the benefit of the Holders of each Series of Securities that it will pay, and will cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect
to the Holders of such Securities.


 


SECTION
4.6.   Stay, Extension and Usury Laws.


 


The Company
covenants and agrees for the benefit of the Holders of each Series of Securities (to the extent that it may lawfully do so) that
it will not, and each Guarantor of such Securities 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,
that may affect the covenants or the performance of this Indenture; and the Company and each such Guarantor (to the extent that
it may lawfully do so) hereby expressly


 




    19 


     

    

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 for such Securities, but will suffer and permit the execution of every such power as
though no such law has been enacted.


 


SECTION
4.7.   Corporate Existence.


 


Subject to
Article V hereof, or as such may be superseded by Board Resolution, Officer’s Certificate or supplemental indenture hereto,
the Company covenants and agrees for the benefit of the Holders of each Series of Securities that it shall do or cause to be done
all things necessary to preserve and keep in full force and effect its legal existence and rights and franchises; provided, however,
that the foregoing shall not obligate the Company to preserve any such right or franchise if the Company shall determine that
the preservation thereof is no longer desirable in the conduct of its business and that the loss thereof is not disadvantageous
in any material respect to any Holder.


 


ARTICLE
V



SUCCESSORS


 


SECTION
5.1.   Merger, Consolidation, or Sale of Assets.


 


The Company
covenants and agrees for the benefit of the Holders of each Series of Securities that it shall not, directly or indirectly:


 


(a)  
consolidate or merge with or into another person (whether or not the Company is the
surviving corporation) or (b) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties
or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another person, unless:


 


(i)    
the Company shall be the continuing entity, or the resulting, surviving or transferee
person shall be a corporation, partnership, limited liability company, trust or other entity organized and validly existing under
the laws of any domestic or foreign jurisdiction, and such successor person (if not the Company) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the
obligations of the Company under the Securities and this Indenture and, for each Security that by its terms provides for conversion,
shall have provided for the right to convert such Security in accordance with its terms;


 


(ii)  
immediately after such transaction, no Default or Event of Default exists; and


 


(iii)  
the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with


 




    20 


     

    

this
Article V and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


This Section
5.1 will not apply to:


 


(1)  
a merger of the Company with an Affiliate solely for the purpose of reincorporating
the Company in another jurisdiction; or


 


(2)  
any consolidation or merger, or any sale, assignment, transfer, conveyance, lease
or other disposition of assets between or among the Company and its Subsidiaries.


 


SECTION
5.2.   Successor Person Substituted.


 


Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all
of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section
5.1 hereof, the successor person formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions
of this Indenture referring to the “Company” shall refer instead to the successor person and not to the Company),
and may exercise every right and power of the Company under this Indenture with the same effect as if such successor person had
been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to
pay the principal of and interest on any Series of Securities except in the case of a sale of all of the Company’s assets
in a transaction that is subject to, and that complies with the provisions of, Section 5.1 hereof.


 


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 Officer’s Certificate, it is provided that such Series shall
not have the benefit of said Event of Default:


 


(a)  
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; or


 


(b)  
default in payment when due of the principal of, or premium, if any, on any Security
of that Series; or


 


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


 




    21 


     

    

(d)  
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 any Series
of Securities other than that Series), which default continues uncured for the period and after the notice specified below; or


 


(e)  
the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(i)    
commences a voluntary case,


 


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


 


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


 


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


 


(v)  
generally is unable to pay its debts as the same become due; or


 


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


 


(i)    
is for relief against the Company in an involuntary case,


 


(ii)  
appoints a Custodian of the Company or for all or substantially all of its property,
or


 


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


 


(g)  
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 Officer’s Certificate, in accordance with Section
2.2.


 


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.


 


A Default
under clause (d) above is not an Event of Default with respect to a particular Series of Securities until the Trustee notifies
the Company, or the Holders of more than 50% in principal amount of the then outstanding Securities of that Series notify the
Company and the Trustee of the Default, and the Company does not cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.”
Such notice shall be given by the Trustee if so requested in writing by the Holders of more than 50% of the principal amount of
the then outstanding Securities of that Series.


 




    22 


     

    

SECTION
6.2.   Acceleration.


 


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 more than 50% 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, 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 the rescission would not conflict with any judgment or decree and if all existing Events of Default (except
nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.


 


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


 


SECTION
6.3.   Other Remedies.


 


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


 


The Trustee
for such Securities may maintain a proceeding even if it does not possess any of such Securities or does not produce any of them
in the proceeding. A delay or omission by the Trustee or any Holder of Securities in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.


 


SECTION
6.4.   Waiver of Past Defaults.


 


Holders of
not less than a majority in aggregate principal amount of the then outstanding Securities of any Series by notice to the Trustee
for such Securities may on behalf of the Holders of all of such Securities waive an existing Default or Event of Default with
respect to such Securities and its consequences hereunder, except a continuing Default or Event of Default in the payment of the
principal of, or premium, if any, or interest on, such Securities or in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of each outstanding Security of the Series affected;
provided, however,


 




    23 


     

    

that the Holders
of a majority in aggregate principal amount of the then outstanding Securities of any Series may rescind an acceleration of such
Securities and its consequences, including any related payment default that resulted from such acceleration, in accordance with
Section 6.2. 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
6.5.   Control by Majority.


 


Holders of
a majority in aggregate principal amount of the then outstanding Securities of any Series may direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee for such Securities or exercising any trust or
power conferred on it. However, the Trustee for any Series of Securities may refuse to follow any direction that conflicts with
law or this Indenture that such Trustee determines may be unduly prejudicial to the rights of other Holders of such Securities
or that may involve the Trustee in personal liability.


 


SECTION
6.6.   Limitation on Suits.


 


A Holder
of any Series of Securities may pursue a remedy with respect to this Indenture or such Securities only if:


 


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


 


(b)  
Holders of more than 50% in aggregate principal amount of the then outstanding Securities
of such Series make a written request to the Trustee for such Securities to pursue the remedy;


 


(c)  
such Holder or Holders offer and, if requested, provide to the Trustee for such Securities
security or indemnity satisfactory to such Trustee against any loss, liability or expense;


 


(d)  
such Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and


 


(e)  
during such 60-day period, Holders of a majority in aggregate principal amount of
the then outstanding Securities of such Series do not give such Trustee a direction inconsistent with such request.


 


A Holder
of any Series of Securities may not use this Indenture to prejudice the rights of another Holder of such Series of Securities
or to obtain a preference or priority over another Holder of Securities of such Series.


 


SECTION
6.7.   Rights of Holders of Securities to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security of any Series to receive payment of principal of
and, premium, if any, and interest on


 




    24 


     

    

such Securities,
on or after the respective due dates expressed in such Securities (including, if applicable, in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.


 


SECTION
6.8.   Collection Suit by Trustee.


 


If an Event
of Default specified in Section 6.1(a), (b) or (c) hereof with respect to Securities of any Series occurs and is continuing, the
Trustee for such Securities is authorized to recover judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of and, premium, if any, and interest remaining unpaid on, such Securities and interest on overdue
principal and, to the extent lawful, overdue interest and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel.


 


SECTION
6.9.   Trustee May File Proofs of Claim.


 


The Trustee
for each Series of Securities is authorized to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of such Trustee, its agents and counsel) and the Holders of the Securities for which it acts as trustee allowed in
any judicial proceedings relative to the Company (or any other obligor upon such Securities), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of such Securities to make such payments
to such Trustee, and in the event that such Trustee shall consent to the making of such payments directly to such Holders, to
pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of such Trustee,
its agents and counsel, and any other amounts due such Trustee under the Indenture. To the extent that the payment of any such
compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, and any other amounts due such Trustee
out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities and other properties that such Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing
herein contained shall be deemed to authorize such Trustee to authorize or consent to or accept or adopt on behalf of any Holder
for which it acts as trustee any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of such Holder, or to authorize such Trustee to vote in respect of the claim of any such Holder in any such proceeding.


 


SECTION
6.10.   Priorities.


 


If the Trustee
of any Series of Securities collects any money pursuant to this Article VI, it shall pay out the money in the following order:


 




    25 


     

    

First:
to the Trustee, its agents and attorneys for amounts due under the Indenture, including payment of all compensation, expenses
and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:
to Holders of such Securities for amounts due and unpaid on such Securities for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium,
if any and interest, respectively; and


 


Third:
to the Company or to such party as a court of competent jurisdiction shall direct.


 


Subject to
Section 2.14 hereof, the Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this
Section 6.10.


 


SECTION
6.11.   Undertaking for Costs.


 


In any suit
for the enforcement of any right or remedy under this Indenture or in any suit against any Trustee for any action taken or omitted
by it as a trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Security pursuant to Section 6.6
hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Securities of any Series.


 


ARTICLE
VII



TRUSTEE


 


SECTION
7.1.   Duties of Trustee.


 


(a)  
Subject to Section 7.2(h), 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 person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


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


 


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


 


(ii)  
In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions
of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such
Officer’s Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to
the Trustee, the Trustee shall examine such


 




    26 


     

    

Officer’s
Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need
not confirm or investigate the accuracy of mathematical calculations or other facts contained therein).


 


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


 


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


 


(ii)  
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.


 


(iii)  
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.


 


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


 


(e)  
The Trustee may refuse to perform any duty or exercise any right or power at the request
or direction of any Holder unless it receives indemnity satisfactory to it against any loss, liability or expense.


 


(f)   
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.


 


(g)  
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.


 


(h)  
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.


 


(a)  
The Trustee may conclusively 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.


 




    27 


     

    

(b)  
Before the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith
in reliance on such Officer’s Certificate. Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by
a Board Resolution;


 


(c)  
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.


 


(d)  
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, provided that the Trustee’s conduct does not constitute
negligence or bad faith.


 


(e)  
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 security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.


 


(f)   
The Trustee may consult with counsel of its selection 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 without negligence and in good faith and in reliance thereon.


 


(g)  
The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit.


 


(h)  
The Trustee shall not be deemed to have notice of any Default or Event of Default
unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series
and this Indenture.


 


(i)    
The Trustee shall not be required to provide any bond or surety with respect to the
execution of these trusts and powers.


 


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


 


(k)  
The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be


 




    28 


     

    

enforceable
by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.


 


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


 


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


 


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 of the Company 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 Section 7.9.


 


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 of such Securities.


 


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 actually known to a Responsible
Officer of the Trustee (as provided in Section 7.2(h) hereof), the Trustee shall deliver to each Securityholder of the Securities
of that Series and, if any Bearer Securities of such Series are outstanding, mail notice of a Default or Event of Default within
90 days after it occurs. 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 it in good faith determines that withholding the notice is
in the interests of Securityholders of that Series.


 


SECTION
7.6.   Compensation and Indemnity.


 


The Company
shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall agree upon
in writing. 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


 




    29 


     

    

incurred by
it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The Company
shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability
or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by
it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent and in
connection with its acceptance of the trust under this Indenture. 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 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 determined to have been caused by its own negligence or willful misconduct.


 


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 pursuant to Section 8.4, except that held in trust to pay principal of
and interest on particular Securities of that Series.


 


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.


 


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


 


SECTION
7.7.   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 at least 30 days prior to the date
of the proposed resignation. 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 at least 30 days prior to the effective date of such removal.
The Company may remove the Trustee with respect to Securities of one or more Series if:


 


(a)  
the Trustee fails to comply with Section 7.9;


 


(b)  
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;


 




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


 


(d)  
the Trustee becomes incapable of acting.


 


If the Trustee
resigns or is removed with respect to the Securities of a Series or if a vacancy exists in the office of Trustee for any reason,
the Company shall promptly appoint a successor Trustee with respect to the Securities of such Series. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities of such Series
may appoint a successor Trustee with respect to the Securities of such Series to replace the successor Trustee appointed by the
Company.


 


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.


 


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 7.6, 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 deliver a notice of its succession to each Securityholder of each such Series and, if
any Bearer Securities of such Series are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding
replacement of the Trustee pursuant to this Section 7.7, the Company’s obligations under Section 7.6 hereof shall continue
for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement.


 


The retiring
Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee.


 


SECTION
7.8.   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 or national banking association, the successor corporation or national banking association, without any further act
shall be the successor Trustee.


 


SECTION
7.9.   Eligibility; Disqualification.


 


There shall
at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth
in its most recent published annual report of condition.


 




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SECTION
7.10.   Account
Statements to be Provided by the Trustee. The Trustee shall provide to the Company
access to bank statements and transaction activities reports with respect to applicable accounts showing the balances then on
deposit or credited to such accounts.


 


ARTICLE
VIII



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
8.1.   Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Company
may at any time elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Securities of any Series upon compliance
with the conditions set forth below in this Article VIII.


 


SECTION
8.2.   Legal Defeasance and Discharge.


 


Upon the
Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company and each Guarantor,
if any, of such Securities will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have
been discharged from its or their obligations with respect to all outstanding Securities of such Series (including the related
guarantees, if any) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For
this purpose, Legal Defeasance means that the Company and such Guarantors will be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Securities of such Series (including the related guarantees, if any), which will thereafter
be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) and (b) below, and to have satisfied all its or their other obligations under such Securities, such
guarantees, if any, and this Indenture (and the Trustee for such Securities, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated
or discharged hereunder:


 


(a)  
the rights of Holders of outstanding Securities of such Series to receive payments
in respect of the principal of, or interest or premium, if any, on, such Securities when such payments are due from the trust
referred to in Section 8.4 hereof;


 


(b)  
the Company’s obligations with respect to such Securities under Article II hereof;


 


(c)  
the rights, powers, trusts, duties and immunities of the Trustee for such Securities
hereunder and the Company’s and the Guarantors’, if any, obligations in connection therewith; and


 


(d)  
this Article VIII.


 


Subject to
compliance with this Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise
of its option under Section 8.3 hereof.


 




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SECTION
8.3.   Covenant Defeasance.


 


Upon the
Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company and each of the Guarantors,
if any, will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from each of its or their
obligations under the covenants contained in Sections 4.3, 4.4, 4.5 and 4.6, Section 5.1, and covenants specified in a Board Resolution,
a supplemental indenture hereto or an Officer’s Certificate, in accordance with Section 2.2, with respect to the outstanding
Securities of the applicable Series on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and such Securities will thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders of such Securities (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of such Series, the Company may omit to comply with and will have no liability
in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.1 hereof,
but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby. In addition, upon
the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, Sections 6.1(d) or 6.1(g) hereof will not constitute Events of Default.


 


SECTION
8.4.   Conditions to Legal or Covenant Defeasance.


 


In order
to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3 hereof with respect to Securities of
any Series:


 


(a)  
the Company must irrevocably deposit with the Trustee for such Securities, in trust,
for the benefit of the Holders of such Securities, cash in Dollars, non-callable Government Securities, or a combination thereof,
in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent
public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding Securities of such Series on
the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether
such Securities are being defeased to such stated date for payment or to a particular redemption date;


 


(b)  
in the case of an election under Section 8.2 hereof, the Company must deliver to the
Trustee for such Securities an Opinion of Counsel confirming that:


 


(1)  
the Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or


 




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(2)  
since the date of this Indenture, there has been a change in the applicable federal
income tax law,


 


in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series
will not recognize income, gain or loss for federal income tax purposes as a result of such Legal 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 Legal
Defeasance had not occurred;


 


(c)  
in the case of an election under Section 8.3 hereof, the Company must deliver to the
Trustee for such Securities an Opinion of Counsel confirming that the Holders of such Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)  
no Default or Event of Default with respect to such Securities shall have occurred
and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company or any Guarantor of such Securities is a party or by which the Company or any such Guarantor
is bound;


 


(e)  
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;


 


(f)   
the Company must deliver to the Trustee for such Securities an Officer’s Certificate
stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over the other
creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others;
and


 


(g)  
the Company must deliver to the Trustee for such Securities an Officer’s Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance
have been complied with.


 


SECTION
8.5.   Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.


 


Subject to
Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4
hereof in respect of the outstanding Securities of any Series will be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as Paying Agent) as


 




    34 


     

    

the Trustee
may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if
any, and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Company
will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of the applicable
Series.


 


Notwithstanding
anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion
of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4 hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION
8.6.   Repayment to Company.


 


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


 


SECTION
8.7.   Reinstatement.


 


If, in connection
with a Legal Defeasance or Covenant Defeasance, the Trustee or Paying Agent is unable to apply any Dollars or non-callable Government
Securities in accordance with Section 8.5, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s and any applicable Guarantors’ obligations
under this Indenture and the applicable Securities and the guarantees will be revived and reinstated as though no deposit had
occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money
in accordance with Section 8.5; provided, however, that, if the Company makes any payment of principal of or interest on any such
Securities following the reinstatement of its


 




    35 


     

    

obligations,
the Company will be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.


 


ARTICLE
IX



AMENDMENTS AND WAIVERS


 


SECTION
9.1.   Without Consent of Holders.


 


Notwithstanding
Section 9.2 of this Indenture, 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:


 


(a)  
to cure any ambiguity or correct any inconsistency or defect hereunder;


 


(b)  
to provide for uncertificated Securities in addition to or in place of certificated
Securities;


 


(c)  
to provide for the assumption of the Company’s obligations to the Holders of
the Securities by a successor to the Company pursuant to Article V hereof;


 


(d)  
to add any additional Events of Default with respect to all or any Series of Securities
outstanding hereunder;


 


(e)  
to provide for addition of collateral or guarantees for the benefit of the Holders
of the Securities of any series or to add an additional guarantor or obligor under this Indenture;


 


(f)   
to secure the Securities pursuant to the requirements of any covenant on liens in
respect of such Series of Securities or otherwise and provide the terms and conditions for the release or substitution of the
Security;


 


(g)  
to add to, change or eliminate any of the provisions of this Indenture in any manner
that will become effective only when there is no outstanding Security which is entitled to the benefit of the provision as to
which the modification would apply;


 


(h)  
to make any change that would provide any additional rights or benefits to the Holders
of the Securities or that does not adversely affect the Holders’ rights hereunder in any material respect or to surrender
any right or power conferred upon the Company hereunder;


 


(i)    
to comply with requirements of the SEC in order to effect the qualification of this
Indenture under the TIA;


 


(j)   
to provide for the issuance of and establish the form and terms and conditions of
Securities of any Series as permitted;


 




    36 


     

    

(k)  
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


 


(l)    
to conform any provision of this Indenture, the Securities of any Series or any related
guarantees or security documents to the description of such Securities contained in the Company’s prospectus, prospectus
supplement, offering memorandum or similar document with respect to the offering of the Securities of such Series (as set forth
in an Officer’s Certificate delivered to the Trustee).


 


Upon the
request of the Company and upon receipt by the Trustee of the documents described in Section 12.2 hereof, the Trustee will join
with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated
to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or
otherwise.


 


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 6.4, the Holders of at least a majority in
principal amount of the outstanding Securities of each Series 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.


 


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. Upon the request
of the Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities
as aforesaid, and upon receipt by the Trustee of the documents described in Section 12.2 hereof, the Trustee will join with the
Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.


 


After a supplemental
indenture or waiver under this section becomes effective, the Company shall promptly deliver 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


 




    37 


     

    

Company to
deliver 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, supplement or waiver may not (with respect to any Securities held by a
non-consenting Holder):


 


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


 


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


 


(c)  
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;


 


(d)  
reduce the principal amount of Discount Securities payable upon acceleration of the
maturity thereof;


 


(e)  
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);


 


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


 


(g)  
make any change in Sections 6.4, 6.7 or 9.3; or


 


(h)  
waive a redemption payment with respect to any Security.


 


SECTION
9.4.   Revocation and Effect of Consents.


 


(a)  
Until an amendment, supplement 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 subject to Section 9.4(d) may revoke the consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes effective.


 


(b)  
An amendment, supplement or waiver effective in accordance with its terms will thereafter
bind every Holder.


 




    38 


     

    




 


(c)  
For purposes of this Indenture, the consent of the Holder of a Global Security shall
be deemed to include any consent delivered by any member of, or participant in, any Depository, any nominees thereof and their
respective successors and assigns, or such other depository institution hereinafter appointed by the Company (“Depository
Entity”) by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures
of, and pursuant to authorization by, such Depository Entity.


 


(d)  
The Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding
the last sentence of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to revoke any consent previously given, whether or not such persons continue
to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
The Company shall inform the Trustee of the fixed record date, if applicable.


 


(e)   
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 (h) 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.


 


SECTION
9.5.   Notation on or Exchange of Securities.


 


The Trustee
may place an appropriate notation about an amendment, supplement 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
9.6.   Trustee Protected.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall 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
and that such supplemental indenture is the valid and binding obligation of the Company, enforceable in accordance with its terms.


 


ARTICLE
X



GUARANTEES


 


SECTION
10.1.   Guarantees.


 


Any Series
of Securities may be guaranteed by one or more of the Guarantors. The terms and the form of any such guarantee will be established
in the manner contemplated by Section 2.2 for that particular Series of Securities.


 




    39 


     

    

ARTICLE
XI



SATISFACTION AND DISCHARGE


 


SECTION
11.1.   Satisfaction and Discharge.


 


This Indenture
will be discharged and will cease to be of further effect as to a Series of Securities issued hereunder, when:


 


(a)  
either:


 


(i)    
all such Securities that have been authenticated, except lost, stolen or destroyed
Securities that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or


 


(ii)  
all such Securities that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable within
one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders of such Securities, cash in Dollars, non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized investment banking, actuarial or accounting firm,
without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not delivered
to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;


 


(b)  
no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the
deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company
or any Guarantor of such Securities is a party or by which the Company or any such Guarantor is bound;


 


(c)  
the Company or any Guarantor of such Securities has paid or caused to be paid all
sums payable by it under this Indenture; and


 


(d)  
the Company has delivered irrevocable instructions to the Trustee for such Securities
under this Indenture to apply the deposited money toward the payment of such Securities at maturity or on the redemption date,
as the case may be.


 


In addition, the Company must
deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee for such Securities stating that all conditions
precedent to satisfaction and discharge have been satisfied, and all fees and expenses of the Trustee shall have been paid.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section 11.1, the


 




    40 


     

    

provisions
of Sections 11.2 and 8.6 hereof will survive. In addition, nothing in this Section 11.1 will be deemed to discharge those provisions
of Section 7.6 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.


 


SECTION
11.2.   Application of Trust Money.


 


Subject to
the provisions of Section 8.6 hereof, all money or Government Securities deposited with the Trustee pursuant to Section 11.1 hereof
shall be held in trust and applied by it, in accordance with the provisions of the Securities with respect to with such deposit
was made and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as such Trustee may determine, to the persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If the Trustee
or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.1 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s and any applicable Guarantor’s obligations under this Indenture and the
applicable Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 hereof; provided
that if the Company has made any payment of principal of, or premium, if any, or interest on, any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from
the money or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE
XII



MISCELLANEOUS


 


SECTION
12.1.   Notices.


 


Any notice
or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in
writing and delivered in person, sent electronically in pdf format or by first-class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address::


 


if to the Company:


 


Charles River Laboratories
International, Inc.

251 Ballardvale Street

Wilmington, Massachusetts 01887

Attention: Matthew Daniel, Corporate

Senior Vice President, Deputy General Counsel

Facsimile No.: (978) 988-5665


 


With a copy to:


 




    41 


     

    

Davis Polk & Wardell
LLP

450 Lexington Avenue

New York, New York 10017

Attention: Richard Truesdell

Facsimile No.: (212) 701-5674





 


if to the Trustee:


 


MUFG Union Bank, N.A.

1251 Avenue of the Americas, 19th Floor

New York, NY 10020

Attention: Sean Weatherston

Facsimile No.: (415) 273-2492


 


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


 


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


 


All notices
and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
if transmitted by facsimile or electronic transmission; and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.


 


Any notice
or communication to a Securityholder shall be mailed by first-class mail (certified or registered, return receipt requested), by
overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or sent electronically
in accordance with DTC procedure. If any Bearer Securities are outstanding, published in an Authorized Newspaper, unless otherwise
provided with respect to the applicable Series. 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 sent in the manner provided above, within the time prescribed, it is duly given, whether or not the addressee
receives it.


 


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.


 


Where the
Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given
to the Depository for such Global Security (or its


 




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designee),
pursuant to the applicable procedures of the Depository, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice.


 


The Trustee
agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile or electronic
transmission; provided, however, that (1) the party providing such written notice, instructions or directions, subsequent to such
transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely
manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized representative of
the party providing such notice, instructions or directions. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee's reasonable reliance upon and compliance with such notice, instructions or directions
notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or
directions.


 


SECTION
12.2.   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:


 


(a)  
an Officer’s 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; and


 


(b)  
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with;


 


SECTION
12.3.   Statements Required in Certificate or Opinion.


 


Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture and shall include:


 


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


 


(b)  
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;


 


(c)  
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


 


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


 




    43 


     

    

SECTION
12.4.   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
12.5.   Legal Holidays.


 


Unless otherwise
provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto 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
12.6.   No Recourse Against Others.


 


No past,
present or future director, officer, stockholder or employee, as such, of the Company or any successor corporation shall have
any liability for any obligation 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 Holder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the execution of this Indenture and the issue of the Securities.


 


SECTION
12.7.   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
12.8.   Governing Law; Waiver of Trial by Jury.


 


THIS INDENTURE,
THE SECURITIES AND ANY GUARANTEES OF THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR OF ANY SERIES OF SECURITIES, THE TRUSTEE AND EACH HOLDER BY ACCEPTING A SECURITY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


SECTION
12.9.   No Adverse Interpretation of Other Agreements.


 


This Indenture
may not be used to interpret any other indenture, loan or debt or other agreement of the Company or its Subsidiaries or of any
other person. Any such indenture, loan or debt or other agreement may not be used to interpret this Indenture.


 




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SECTION
12.10.   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
12.11.   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
12.12.   Table of Contents, Headings, Etc.


 


The Table
of Contents 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
12.13.   Securities in a Foreign Currency.


 


Unless otherwise
specified in a Board Resolution, a supplemental indenture hereto or an Officer’s 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 12.13, “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
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
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


 






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discretion
and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding
upon the Company and all Holders.


 


ARTICLE
XIII



SINKING FUNDS


 


SECTION
13.1.   Applicability of Article.


 


The provisions
of this Article XIII 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 13.2. 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
13.2.   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 (a) 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 (b) apply as a credit Securities
of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or 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 Officer’s 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 13.2, 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.


 




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SECTION
13.3.   Redemption of Securities for Sinking Fund.


 


Not less
than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture or Officer’s 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 Officer’s 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
13.2, 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, Officer’s 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.


 


SECTION
13.4.   U.S.A. Patriot Act.


 


The parties
hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions
and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.


 




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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.


 


	 	CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ David P. Johst	 
	 	 	Name: 	David P. Johst	 
	 	 	Title: 	Corporate Executive Vice President	 
	 	 	 	 	 
	 	 	 	 	 




 




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	 	MUFG UNION BANK, N.A., 
	 	not in its individual capacity but solely as Trustee 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Marion Zinowski	 
	 	 	Name: 	Marion Zinowski	 
	 	 	Title: 	Vice President	 
	 	 	 	 	 




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