Exhibit 4.4


	 


 


 


WILLDAN GROUP, INC.


 






 


INDENTURE


 


Dated as of              ,
20[__]


 





 


[Trustee],


 


Trustee


 


	 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I.	DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.1.	Definitions	1
	 	 	 
	Section 1.2.	Other Definitions	4
	 	 	 
	Section 1.3.	Incorporation by Reference of Trust Indenture Act	5
	 	 	 
	Section 1.4.	Rules of Construction	5
	 	 	 
	ARTICLE II.	THE SECURITIES	6
	 	 	 
	Section 2.1.	Issuable in Series	6
	 	 	 
	Section 2.2.	Establishment of Terms of Series of Securities	6
	 	 	 
	Section 2.3.	Execution and Authentication	8
	 	 	 
	Section 2.4.	Registrar and Paying Agent	9
	 	 	 
	Section 2.5.	Paying Agent to Hold Money in Trust	10
	 	 	 
	Section 2.6.	Securityholder Lists	10
	 	 	 
	Section 2.7.	Transfer and Exchange	10
	 	 	 
	Section 2.8.	Mutilated, Destroyed, Lost and Stolen Securities	11
	 	 	 
	Section 2.9.	Outstanding Securities	12
	 	 	 
	Section 2.10.	Treasury Securities	12
	 	 	 
	Section 2.11.	Temporary Securities	13
	 	 	 
	Section 2.12.	Cancellation	13
	 	 	 
	Section 2.13.	Defaulted Interest	13
	 	 	 
	Section 2.14.	Global Securities	13
	 	 	 
	Section 2.15.	CUSIP Numbers	14
	 	 	 
	ARTICLE III.	REDEMPTION	15
	 	 	 
	Section 3.1.	Notice to Trustee	15
	 	 	 
	Section 3.2.	Selection of Securities to be Redeemed	15
	 	 	 
	Section 3.3.	Notice of Redemption	15
	 	 	 
	Section 3.4.	Effect of Notice of Redemption	16
	 	 	 
	Section 3.5.	Deposit of Redemption Price	17
	 	 	 
	Section 3.6.	Securities Redeemed in Part	17
	 	 	 
	ARTICLE IV.	COVENANTS	17
	 	 	 
	Section 4.1.	Payment of Principal and Interest	17



 






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	Section 4.2.	SEC Reports	17
	 	 	 
	Section 4.3.	Compliance Certificate	18
	 	 	 
	Section 4.4.	Stay, Extension and Usury Laws	18
	 	 	 
	Section 4.5.	Corporate Existence	18
	 	 	 
	ARTICLE V.	SUCCESSORS	19
	 	 	 
	Section 5.1.	When Company May Merge, Etc.	19
	 	 	 
	Section 5.2.	Successor Corporation Substituted	19
	 	 	 
	ARTICLE VI.	DEFAULTS AND REMEDIES	19
	 	 	 
	Section 6.1.	Events of Default	19
	 	 	 
	Section 6.2.	Acceleration of Maturity; Rescission and Annulment	21
	 	 	 
	Section 6.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	21
	 	 	 
	Section 6.4.	Trustee May File Proofs of Claim	22
	 	 	 
	Section 6.5.	Trustee May Enforce Claims Without Possession of Securities	23
	 	 	 
	Section 6.6.	Application of Money Collected	23
	 	 	 
	Section 6.7.	Limitation on Suits	23
	 	 	 
	Section 6.8.	Unconditional Right of Holders to Receive Principal and Interest	24
	 	 	 
	Section 6.9.	Restoration of Rights and Remedies	24
	 	 	 
	Section 6.10.	Rights and Remedies Cumulative	24
	 	 	 
	Section 6.11.	Delay or Omission Not Waiver	25
	 	 	 
	Section 6.12.	Control by Holders	25
	 	 	 
	Section 6.13.	Waiver of Past Defaults	25
	 	 	 
	Section 6.14.	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.	Reports by Trustee to Holders	29
	 	 	 
	Section 7.7.	Compensation and Indemnity	29
	 	 	 
	Section 7.8.	Replacement of Trustee	30



 






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	Section 7.9.	Successor Trustee by Merger, Etc.	31
	 	 	 
	Section 7.10.	Eligibility; Disqualification	31
	 	 	 
	Section 7.11.	Preferential Collection of Claims Against Company	31
	 	 	 
	ARTICLE VIII.	SATISFACTION AND DISCHARGE; DEFEASANCE	32
	 	 	 
	Section 8.1.	Satisfaction and Discharge of Indenture	32
	 	 	 
	Section 8.2.	Application of Trust Funds; Indemnification	33
	 	 	 
	Section 8.3.	Legal Defeasance of Securities of any Series	33
	 	 	 
	Section 8.4.	Covenant Defeasance	35
	 	 	 
	Section 8.5.	Repayment to Company	36
	 	 	 
	Section 8.6.	Reinstatement	36
	 	 	 
	ARTICLE IX.	AMENDMENTS AND WAIVERS	37
	 	 	 
	Section 9.1.	Without Consent of Holders	37
	 	 	 
	Section 9.2.	With Consent of Holders	37
	 	 	 
	Section 9.3.	Limitations	38
	 	 	 
	Section 9.4.	Compliance with Trust Indenture Act	39
	 	 	 
	Section 9.5.	Revocation and Effect of Consents	39
	 	 	 
	Section 9.6.	Notation on or Exchange of Securities	39
	 	 	 
	Section 9.7.	Trustee Protected	39
	 	 	 
	ARTICLE X.	MISCELLANEOUS	40
	 	 	 
	Section 10.1.	Trust Indenture Act Controls	40
	 	 	 
	Section 10.2.	Notices	40
	 	 	 
	Section 10.3.	Communication by Holders with Other Holders	41
	 	 	 
	Section 10.4.	Certificate and Opinion as to Conditions Precedent	41
	 	 	 
	Section 10.5.	Statements Required in Certificate or Opinion	41
	 	 	 
	Section 10.6.	Rules by Trustee and Agents	42
	 	 	 
	Section 10.7.	Legal Holidays	42
	 	 	 
	Section 10.8.	No Recourse Against Others	42
	 	 	 
	Section 10.9.	Counterparts	42
	 	 	 
	Section 10.10.	Governing Law; Jury Trial Waiver	42
	 	 	 
	Section 10.11.	No Adverse Interpretation of Other Agreements	43
	 	 	 
	Section 10.12.	Successors	43
	 	 	 
	Section 10.13.	Severability	43
	 	 	 
	Section 10.14.	Table of Contents, Headings, Etc.	43



 






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	Section 10.15.	Securities in a Foreign Currency	43
	 	 	 
	Section 10.16.	Judgment Currency	44
	 	 	 
	Section 10.17.	Force Majeure	44
	 	 	 
	Section 10.18.	U.S.A. Patriot Act	44
	 	 	 
	ARTICLE XI.	SINKING FUNDS	45
	 	 	 
	Section 11.1.	Applicability of Article	45
	 	 	 
	Section 11.2.	Satisfaction of Sinking Fund Payments with Securities	45
	 	 	 
	Section 11.3.	Redemption of Securities for Sinking Fund	46


 






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WILLDAN GROUP, INC.


 


Reconciliation and tie between Trust Indenture
Act of 1939 and

Indenture, dated as of       , 20[__]


 


	§ 310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	7.10
	(b)	 	7.10
	§ 311(a)	 	7.11
	(b)	 	7.11
	(c)	 	Not Applicable
	§ 312(a)	 	2.6
	(b)	 	10.3
	(c)	 	10.3
	§ 313(a)	 	7.6
	(b)(1)	 	7.6
	(b)(2)	 	7.6
	(c)(1)	 	7.6
	(d)	 	7.6
	§ 314(a)	 	4.2, 10.5
	(b)	 	Not Applicable
	(c)(1)	 	10.4
	(c)(2)	 	10.4
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	10.5
	(f)	 	Not Applicable
	§ 315(a)	 	7.1
	(b)	 	7.5
	(c)	 	7.1
	(d)	 	7.1
	(e)	 	6.14
	§ 316(a)	 	2.10
	(a)(1)(A)	 	6.12
	(a)(1)(B)	 	6.13
	(b)	 	6.8
	§ 317(a)(1)	 	6.3
	(a)(2)	 	6.4
	(b)	 	2.5
	§ 318(a)	 	10.1


 








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


 






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Indenture dated as of       ,
2021 between WILLDAN GROUP, INC., a company incorporated under the laws of the State of Delaware (“Company”),
and [Trustee], as trustee (“Trustee”).


 


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


 


ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1.          Definitions.


 


“Additional Amounts” means
any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes imposed on Holders specified 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 common control with such specified person.
For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting
securities or by agreement or otherwise.


 


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


 


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


 


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


 


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


 






     


     


    

 


“Capital Stock” means any
and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 


“Company” means the party
named as such above until a successor, which duly assumes the obligations under the Indenture, replaces it and thereafter means
the successor.


 


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


 


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


 


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


 


“Depositary” 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 Depositary for such Series by the Company, which Depositary shall be a clearing
agency registered under the Exchange Act for Securities denominated in Dollars or under applicable foreign securities Laws for Securities denominated in foreign currencies; and if at any time there is more than one such person, “Depositary” as
used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such
Series.


 


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


 


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


 


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


 


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


 


“Foreign Government Obligations”
means, with respect to Securities of any Series that are denominated in a Foreign Currency, direct obligations of, or obligations
guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith
and credit is pledged and which are not callable or redeemable at the option of the issuer thereof.


 


“GAAP” means accounting
principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect as of the date of determination.


 






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“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 Depositary for such Series or its nominee, and registered
in the name of such Depositary or nominee.


 


“Holder” or “Securityholder”
means a person in whose name a Security is registered.


 


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


 


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


 


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


 


“Officer’s Certificate”
means a certificate signed by any Officer and delivered to the Trustee.


 


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


 


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


 


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


 


“Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office having responsibility for administration of this Indenture and also means,
with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of
his or her knowledge of and familiarity with a particular subject and who shall have direct responsibility for the administration
of this Indenture.


 


“SEC” means the Securities
and Exchange Commission.


 


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


 






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


 


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


 


“Subsidiary” of any specified
person means 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) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries
of that person or a combination thereof.


 


“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 or include each person who is then
a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities
of any Series shall mean the Trustee with respect to Securities of that Series.


 


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


 


Section 1.2.          Other
Definitions.


 


	 	 	DEFINED IN
	TERM	 	SECTION
	 	 	 
	“Bankruptcy Law”	 	6.1
	“Custodian”	 	6.1
	“Event of Default”	 	6.1
	“Judgment Currency”	 	10.16
	“Legal Holiday”	 	10.7
	“mandatory sinking fund payment”	 	11.1
	“Market Exchange Rate”	 	10.15


 






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	“New York Banking Day”	 	10.16
	“Notice Agent”	 	2.4
	“optional sinking fund payment”	 	11.1
	“Paying Agent”	 	2.4
	“Registrar”	 	2.4
	“Required Currency”	 	10.16
	“successor person”	 	5.1


 


Section 1.3.          Incorporation
by Reference of Trust Indenture Act.


 


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


 


“Commission” means the
SEC.


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


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


 


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


 


Section 1.4.          Rules of
Construction.


 


Unless the context otherwise requires:


 


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


 


(e)          provisions
apply to successive events and transactions.


 






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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 or determined in the manner provided in a Board Resolution,
supplemental indenture hereto or Officer’s Certificate detailing the adoption of the terms thereof pursuant to 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 (as to the Series generally, in the case of Subsection 2.2.1 and either
as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23)
by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture
hereto or Officer’s Certificate:


 


2.2.1.          the
title (which shall distinguish the Securities of that particular Series from the Securities of any other Series) and ranking
(including the terms of any subordination provisions) of the Series;


 


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


 


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


 


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


 


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


 






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2.2.6.          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 delivered, and the method of such payment, if by wire
transfer, mail or other means;


 


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


 


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


 


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


 


2.2.10.          if
other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which the Securities
of the Series shall be issuable;


 


2.2.11.          the
forms of the Securities of the Series and whether the Securities will be issuable as Global Securities;


 


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


 


2.2.13.          the
currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and if such currency of
denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;


 


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


 


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


 


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


 






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


 


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


 


2.2.19.          any
addition to, deletion of or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


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


 


2.2.21.          the
provisions, if any, relating to conversion or exchange of any Securities of such Series, including if applicable, the conversion
or exchange price, the conversion or exchange period, the securities or other property into which the Securities will be convertible,
provisions as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the
Company, the events requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange
if such Series of Securities are redeemed;


 


2.2.22.          any
other terms of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to
such Series), including any terms that may be required under applicable law or regulations or advisable in connection with the
marketing of Securities of that Series; and


 


2.2.23.          whether
any of the Company’s direct or indirect Subsidiaries will guarantee the Securities of that Series, including the terms of
subordination, if any, of such guarantees.


 


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.


 


Section 2.3.          Execution
and Authentication.


 


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


 


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


 


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


 






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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 2.8.


 


Prior to the issuance of Securities of any
Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in conclusively relying on:
(a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2
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 Officer’s Certificate complying with Section 10.4,
and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have the right, but not
the obligation, 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 determines 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.


 


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
delivered (“Notice 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 Notice Agent. If at any time the Company shall fail to maintain
any such required Registrar, Paying Agent or Notice 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.


 






    	 	9	 



     


    

 


The Company may also from time to time designate
one or more co-registrars, additional paying agents or additional notice 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 Notice 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 notice agent. The term
 “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying
agent; and the term “Notice Agent” includes any additional notice agent. The Company or any of its Affiliates
may serve as Registrar or Paying Agent.


 


The Company hereby appoints the Trustee as
the initial Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice 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 in writing 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. Upon any bankruptcy, reorganization or similar proceeding with
respect to the Company, the Trustee shall serve as Paying Agent for the Securities.


 


Section 2.6.          Securityholder
Lists.


 


The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of
Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to
the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of
each Series of Securities.


 


Section 2.7.          Transfer
and Exchange.


 


Where Securities of a Series are presented
to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities
of the same Series, the Registrar shall register the transfer or make the exchange if its requirements


 






    	 	10	 



     


    

 


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 9.6).


 


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


 


Section 2.8.          Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security
or indemnity bond as may be required by each of them to hold itself and any of its agents 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
receipt of a Company Order the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost
or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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.


 






    	 	11	 



     


    

 


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


 


Section 2.9.          Outstanding
Securities.


 


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


 


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


 


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


 


The Company may purchase or otherwise acquire
the Securities, whether by open market purchases, negotiated transactions or otherwise. 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 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 any Affiliate of the Company shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in conclusively relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such request, demand, authorization,
direction, notice, consent or waiver with respect to the Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.


 






    	 	12	 



     


    

 


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 receipt of a Company Order 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, if not the Trustee, shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for
transfer, exchange, payment, replacement, conversion or cancellation and shall dispose of such canceled Securities (subject to
the record retention requirement of the Exchange Act and the Trustee) in accordance with its customary procedures and deliver a
certificate of such cancellation to the Company upon written request of the Company. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13.          Defaulted
Interest.


 


If the Company defaults in a payment of interest
on a Series of Securities, it may pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 10 days before the special record date, the Company shall mail to the Trustee
and to each Securityholder of the Series a notice that states the special record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14.          Global
Securities.


 


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


 


2.14.2.      Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities
registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the Exchange Act for Securities denominated in Dollars or under applicable foreign securities Laws for Securities denominated in foreign currencies, and, in either case, the Company
fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act for Securities denominated in
Dollars or under applicable foreign securities Laws for Securities denominated in foreign currencies within 90 days of such
event or (ii) the


 






    	 	13	 



     


    

 


Company executes and delivers to the Trustee an Officer’s
Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing
in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.15.          CUSIP
Numbers.


 


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


 






    	 	14	 



     


    

 


defect in or omission of such numbers. The Trustee shall have
no liability for any defect in the “CUSIP” numbers as they appear on any Security, notice or elsewhere. The Company
will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


ARTICLE III.

REDEMPTION


 


Section 3.1.          Notice
to Trustee.


 


The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of
Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities.
If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof
all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of
the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice to
the Trustee at least 15 days before the redemption date, unless a shorter period is satisfactory 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 hereto 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 in any manner that
the Trustee deems fair and appropriate, including selecting pro rata, by lot or other method, unless otherwise required
by law or applicable stock exchange requirements, subject, in the case of Global Securities, to the applicable rules and procedures
of the Depositary. The Trustee shall make the selection from Securities of the Series outstanding not previously called for
redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations
larger than $2,000. Securities of the Series and portions of them it selects shall be in amounts of $2,000 or integral multiples
of $1,000 in excess thereof or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10,
the minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called
for redemption.


 


Section 3.3.          Notice
of Redemption.


 


Unless otherwise indicated for a particular
Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at least 15 days but not more
than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities
are to be redeemed.


 


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


 


(a)          the
redemption date;


 






    	 	15	 



     


    

 


(b)          the
redemption price;


 


(c)          the
name and address of the Paying Agent and, if applicable, the conversion Agent;


 


(d)          for
convertible Securities, the conversion price;


 


(e)          if
any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that, after
the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed
portion of the original Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;


 


(f)          that
Securities of the Series (or portion thereof) called for redemption must be surrendered to the Paying Agent to collect the
redemption price;


 


(g)          that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date unless the Company
defaults in the deposit of the redemption price;


 


(h)          the
CUSIP number, if any, and state that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed
in the SEC’s notice or printed on the Securities; and


 


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


 


At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense, provided, however, that the Company has delivered
to the Trustee, at least 10 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.


 


Section 3.4.          Effect
of Notice of Redemption.


 


Once notice of redemption is mailed 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. Except as otherwise provided in the supplemental indenture, Board Resolution or Officer’s Certificate for
a Series, a notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to the redemption date other than Securities or portions of Securities called for redemption
which have been delivered by the Company to the Registrar for cancellation. The Paying Agent shall return to the Company any money
not required for that purpose because of conversion of Securities. The Paying Agent shall return to the Company any money not required
for that purpose because of conversion of Securities.


 


Unless the Company shall default in the payment
of Securities (and accrued interest) called for redemption, interest on such Securities shall cease to accrue after the


 






    	 	16	 



     


    

 


redemption date. Convertible Securities called for redemption
shall cease to be convertible after the close of business on the Business Day immediately preceding the redemption date (unless
the redemption date is also a record date for an interest payment, in which event they may be converted through the redemption
date), unless the Company shall default in the payment of such Securities on the redemption date, in which event the Securities
shall remain convertible until paid (together with accrued interest).


 


Failure to give notice of any defect in the
notice to any Holder shall not affect the validity of notice to any Holder other than Securities or portions of Securities called
for redemption which have been delivered by the Company to the Registrar for cancellation.


 


Section 3.5.          Deposit
of Redemption Price.


 


On or before 10:00 a.m., New York City time,
on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6.          Securities
Redeemed in Part.


 


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


 


ARTICLE IV.

COVENANTS


 


Section 4.1.          Payment
of Principal and Interest.


 


The Company covenants and agrees for the benefit
of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on
the Securities of that Series in accordance with the terms of such Securities and this Indenture. On or before 10:00 a.m.,
New York City time, on the applicable payment date, the Company shall deposit with the Paying Agent money sufficient to pay the
principal of and interest, if any, on the Securities of each Series in accordance with the terms of such Securities and this
Indenture. Principal and interest shall be considered paid on the date due if the Paying Agent holds in accordance with this Indenture
on that date money sufficient to pay all principal and interest then due and the Paying Agent is not prohibited from paying such
money to the Holders on such date pursuant to the terms of this Indenture.


 


Section 4.2.          SEC
Reports.


 


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


 






    	 	17	 



     


    

 


of such filing via EDGAR for purposes of this Section 4.2;
provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents
or reports have been filed via EDGAR.


 


Delivery of reports, information and documents
to the Trustee under this Section 4.2 are for informational purposes only and the Trustee’s receipt of the foregoing
shall not constitute constructive or actual notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates).


 


Section 4.3.          Compliance
Certificate.


 


To the extent any Securities of a Series are
outstanding, the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s
Certificate from its principal executive officer, principal financial officer or principal accounting officer 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 kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the
Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which the Officer may have knowledge).


 


Section 4.4.          Stay,
Extension and Usury Laws.


 


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


 


Section 4.5.          Corporate
Existence.


 


Subject to Article V, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter
and statutory); provided, however, that the Company shall not be required to preserve any such right if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries
taken as a whole and that the loss thereof is not adverse in any material respect to the Holders.


 






    	 	18	 



     


    

 


ARTICLE V.

SUCCESSORS


 


Section 5.1.          When
Company May Merge, Etc.


 


The Company shall not consolidate with or
merge with or into, or convey, transfer or lease all or substantially all of its assets to, any person (a “successor person”)
unless:


 


(a)          the
Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly
existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities
and under this Indenture; and


 


(b)          immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.


 


The Company shall deliver to the Trustee prior
to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel
stating that the proposed transaction and any supplemental indenture comply with Section 5.1 of this Indenture.


 


Notwithstanding the above, any Subsidiary
of the Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officer’s
Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section 5.2.          Successor
Corporation Substituted.


 


Upon any consolidation or merger, or any conveyance,
transfer, or lease of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor
corporation formed by such consolidation or into or with which the Company is merged or to which such conveyance, transfer, or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
and the Securities with the same effect as if such successor person has been named as the Company herein; provided, however,
that the predecessor Company in the case of a conveyance or transfer (other than a lease) shall be released from all obligations
and covenants under this Indenture and the Securities.


 


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:


 






    	 	19	 



     


    

 


(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 (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying
Agent prior to 10:00 a.m., New York City time, on the 30th day of such period); or


 


(b)          default
in the payment of principal of any Security of that Series at its Maturity; or


 


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


 


(d)          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, or


 


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


 


(e)          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


 


(f)          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 2.2.18.


 






    	 	20	 



     


    

 


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.


 


The Company will, so long as any of the Securities
are outstanding, deliver to the Trustee, within 30 days of 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 6.2.          Acceleration
of Maturity; Rescission and Annulment.


 


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


 


At any time after such a declaration of acceleration
with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities
of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if
all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any,
of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.


 


No such rescission shall affect any subsequent
Default.


 


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


 


The Company covenants that if


 


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


 


(b)          default
is made in the payment of principal of any Security at the Maturity thereof, or


 


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


 






    	 	21	 



     


    

 


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


 


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


 


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


 


Section 6.4.          Trustee
May File Proofs of Claim.


 


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


 


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


 


(b)          to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly


 






    	 	22	 



     


    

 


to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.7.


 


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


 


Section 6.5.          Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


Section 6.6.          Application
of Money Collected.


 


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


 


First:               To
the payment of all amounts due to the Trustee under Section 7.7; and


 


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


 


Third:            To
the Company.


 


Section 6.7.          Limitation
on Suits.


 


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


 


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


 






    	 	23	 



     


    

 


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


 


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


 


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


 


(e)          no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the outstanding Securities of that Series;


 


it being understood, intended and expressly covenanted by the
Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders
of the applicable Series; provided, however, that the Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders.


 


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


 


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


 


Section 6.9.          Restoration
of Rights and Remedies.


 


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


 


Section 6.10.          Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or


 






    	 	24	 



     


    

 


remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted
by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11.          Delay
or Omission Not Waiver.


 


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


 


Section 6.12.          Control
by Holders.


 


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


 


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


 


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


 


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


 


(d)           prior
to taking any action as directed under this Section 6.12, the Trustee shall be entitled to indemnity satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


Section 6.13.          Waiver
of Past Defaults.


 


The Holders of not less than a majority in
principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive
any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal
of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the
outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default
that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other Default.


 






    	 	25	 



     


    

 


Section 6.14.          Undertaking
for Costs.


 


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


 


ARTICLE VII.

TRUSTEE


 


Section 7.1.          Duties
of Trustee.


 


(a)          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 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 stated 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.


 






    	 	26	 



     


    

 


(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 in accordance with Section 6.12.


 


(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 unless it receives indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power.


 


(f)          The
Trustee shall not be liable for interest on any money received by it. 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 adequate indemnity against such risk is not assured
to the Trustee in its satisfaction.


 


(h)          The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth in
paragraphs (e), (f) and (g) of this Section and in Section 7.2, each with respect to the Trustee.


 


Section 7.2.          Rights
of Trustee.


 


(a)          The
Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile
form) 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.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an 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 or Opinion
of Counsel.


 


(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 Depositary shall be


 






    	 	27	 



     


    

 


deemed an agent of the Trustee and the Trustee shall
not be responsible for any act or omission by any Depositary.


 


(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 willful misconduct or negligence.


 


(e)          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 willful misconduct or
negligence, and in reliance thereon.


 


(f)          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.


 


(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 and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


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


 


(i)          In
no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental loss or damage
of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such
loss or damage.


 


(j)          The
permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty
to do so.


 


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


 


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


 






    	 	28	 



     


    

 


(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 specified 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. However, the Trustee is also
subject to Sections 7.10 and 7.11.


 


Section 7.4.          Trustee’s
Disclaimer.


 


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


 


Section 7.5.          Notice
of Defaults.


 


If a Default or Event of Default occurs and
is continuing with respect to the Securities of any Series and if it is actually known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder of the Securities of that Series notice of a Default or Event of Default within
60 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default.
Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee
may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Securityholders
of that Series.


 


Section 7.6.          Reports
by Trustee to Holders.


 


Within 60 days after May 15 in each year,
the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar,
a brief report dated as of such reporting date, in accordance with, and to the extent required under, TIA § 313.


 


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


 


Section 7.7.          Compensation
and Indemnity.


 


The Company shall pay to the Trustee from
time to time compensation for its services as the Company and the Trustee shall from time to time 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


 






    	 	29	 



     


    

 


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


 


The Company shall indemnify each of the Trustee
and any predecessor Trustee (including the cost of defending itself) against any cost, expense or liability, 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. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder, unless and to the extent that the Company is materially prejudiced thereby. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.


 


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


 


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


 


Section 7.8.          Replacement
of Trustee.


 


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


 


The Trustee may resign with respect to the
Securities of one or more Series by so notifying the Company 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. The Company may remove the Trustee with respect to Securities of one or
more Series if:


 


(a)          the
Trustee fails to comply with Section 7.10;


 


(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;


 






    	 	30	 



     


    

 


(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 or if
a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year
after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may
appoint a successor Trustee 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 a majority 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 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties
of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor
Trustee shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken or omitted to be taken in accordance
with its rights, powers and duties under this Indenture prior to such replacement.


 


Section 7.9.          Successor
Trustee by Merger, Etc.


 


If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee, if such successor corporation is eligible and qualified under Section 7.10.


 


Section 7.10.         Eligibility;
Disqualification.


 


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


 


Section 7.11.         Preferential
Collection of Claims Against Company.


 


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


 






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ARTICLE VIII.

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1.          Satisfaction
and Discharge of Indenture.


 


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


 


(a)          either


 


(i)          all
Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have
been replaced or paid as provided in Section 2.8) have been delivered to the Trustee for cancellation; or


 


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


 


(1)          have
become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited
with


 






    	 	32	 



     


    

 


the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.


 


Section 8.2.          Application
of Trust Funds; Indemnification.


 


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


 


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


 


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


 


Section 8.3.          Legal
Defeasance of Securities of any Series.


 


Unless this Section 8.3 is otherwise
specified, pursuant to Section 2.2, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities
of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon receipt of a Company
Order, execute instruments acknowledging the same), except as to:


 


(a)          the
rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each


 






    	 	33	 



     


    

 


installment of principal of and interest on the outstanding
Securities of such Series on the Maturity of such principal or installment of principal or interest and (ii) the benefit
of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due
and payable in accordance with the terms of this Indenture and the Securities of such Series;


 


(b)          the
provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


 


(c)          the
rights, powers, trust and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;


 


provided that, the following conditions shall have been satisfied:


 


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


 


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


 


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


 


(g)          the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of
execution 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 Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject
to Federal income tax on the same amount and in the same


 






    	 	34	 



     


    

 


manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred;


 


(h)          the
Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(i)          the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this Section have been complied with.


 


Section 8.4.          Covenant
Defeasance.


 


Unless this Section 8.4 is otherwise
specified pursuant to Section 2.2 to be inapplicable to Securities of any Series, the Company may omit to comply with respect
to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1
as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution
or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall
not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence of any
event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate
delivered pursuant to Section 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default
hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


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


 


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


 






    	 	35	 



     


    

 


(c)          No
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit;


 


(d)          The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will
not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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
deposit and covenant defeasance had not occurred;


 


(e)          The
Company shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company with
the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(f)          The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with.


 


Section 8.5.          Repayment
to Company.


 


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


 


Section 8.6.          Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money deposited with respect to Securities of any Series in accordance with Section 8.1 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 obligations of the Company under this Indenture with respect to the Securities of such Series and
under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1
until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.1; provided,
however, that if the Company has made any payment of principal of or interest on or any Additional Amounts with respect
to 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 U.S. Government Obligations held by the Trustee or Paying Agent after
payment in full to the Holders.


 






    	 	36	 



     


    

 


ARTICLE IX.

AMENDMENTS AND WAIVERS


 


Section 9.1.          Without
Consent of Holders.


 


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


 


(a)          to
add guarantees with respect to any Series of Securities or secure any Series of Securities;


 


(b)          to
surrender any of the Company’s rights or powers under this Indenture;


 


(c)          to
add covenants or Events of Default for the benefit of the Securityholders of any Series of Securities;


 


(d)          to
comply with the applicable procedures of the Depositary;


 


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


 


(f)          to
comply with Article V;


 


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


 


(h)          to
make any change that does not materially adversely affect the rights of any Securityholder;


 


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


 


(j)          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


 


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


 


Section 9.2.          With
Consent of Holders.


 


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


 






    	 	37	 



     


    

 


of at least a majority in principal amount of the outstanding
Securities of any Series by written 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. After a supplemental indenture or waiver
under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing
the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.3.          Limitations.


 


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


 


(a)          reduce
the principal 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 6.8, 6.13 or 9.3 (this sentence); or


 


(h)          waive
a redemption payment with respect to any Security, provided that such redemption is made at the Company’s option.


 






    	 	38	 



     


    

 


Section 9.4.          Compliance
with Trust Indenture Act.


 


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


 


Section 9.5.          Revocation
and Effect of Consents.


 


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


 


Any amendment or waiver once effective shall
bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of
clauses (a) through (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.


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding 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 give such consent or to revoke any consent previously given or take any such action, 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.


 


Section 9.6.          Notation
on or Exchange of Securities.


 


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


 


Section 9.7.          Trustee
Protected.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall receive, and (subject to Section 7.1) shall be fully protected in conclusively relying
upon, an Officer’s Certificate or an Opinion of Counsel or both complying with Section 10.4 and stating that the supplemental
indenture is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,
subject to customary exceptions. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate
or Opinion of Counsel or both, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


 



    	 	39	 



     


    




ARTICLE X.

MISCELLANEOUS


 


Section 10.1.            Trust
Indenture Act Controls.


 


If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required
or deemed provision shall control.


 


Section 10.2.            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
or mailed by first-class mail:


 


if to the Company:


 


	 	Willdan Group, Inc.
	 	2401 East Katella Avenue, Suite 300
	 	Anaheim, California 92806
	 	Attention: Chief Financial Officer and General Counsel
	 	Telephone: (800) 424-9144


 


with a copy to:


 


	 	O’Melveny & Myers LLP
	 	400 South Hope Street
	 	Los Angeles, California 90071
	 	Attention: John-Paul Motley, Esq.
	 	Telephone: (213) 430-6000


 


if to the Trustee:


 


	 	 	 
	 	 	 
	 	 	 
	 	Attention:	 	 
	 	Telephone:	 	 


 


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


 


Any notice or communication to a Securityholder
shall be mailed by first-class mail to his address shown on the register kept by the Registrar. 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.


 






    	 	40	 



     


    

 


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


 


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.


 


Notwithstanding any other provision of this
Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption)
to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary for
such Security (or its designee) pursuant to the customary procedures of such Depositary.


 


Section 10.3.          Communication
by Holders with Other Holders.


 


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


 


Section 10.4.          Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Company
to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(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 10.5.          Statements
Required in Certificate or Opinion.


 


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


 






    	 	41	 



     


    

 


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


 


Section 10.6.          Rules by
Trustee and Agents.


 


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


 


Section 10.7.          Legal
Holidays.


 


Unless otherwise provided by Board Resolution,
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 10.8.          No
Recourse Against Others.


 


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


 


Section 10.9.          Counterparts.


 


This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties
hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all purposes.


 


Section 10.10.          Governing
Law; Jury Trial Waiver.


 


THIS INDENTURE AND THE SECURITIES, INCLUDING
ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW).


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL 


 






    	 	42	 



     


    

 


PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 10.11.          No
Adverse Interpretation of Other Agreements.


 


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


 


Section 10.12.          Successors.


 


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


 


Section 10.13.          Severability.


 


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


 


Section 10.14.          Table
of Contents, Headings, Etc.


 


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


 


Section 10.15.          Securities
in a Foreign Currency.


 


Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an 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 more
than one currency, 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 determined by converting any such other currency into a currency that is designated upon
issuance of any particular Series of Securities. 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, such conversion shall be at the spot rate for the purchase of the designated currency as published in
The Financial Times in the “Currency Rates” section (of, if The Financial Times is no longer published, or if such
information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on any
date of determination. 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.


 






    	 	43	 



     


    

 


All decisions and determinations provided
for in the preceding paragraph shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes
and irrevocably binding upon the Trustee and all Holders.


 


Section 10.16.          Judgment
Currency.


 


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


 


Section 10.17.          Force
Majeure.


 


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


 


Section 10.18.          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


 






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Trustee. The parties to this Indenture agree that they will
provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act.


 


ARTICLE XI.

SINKING FUNDS


 


Section 11.1.          Applicability
of Article.


 


The provisions of this Article shall
be applicable to any sinking fund for the retirement of the Securities of a Series if so provided by the terms of such Securities
pursuant to Section 2.2 and except as otherwise permitted or required by any form of Security of such Series issued pursuant
to this Indenture.


 


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


 


Section 11.2.          Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may, in satisfaction of all or
any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) 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 (2) apply as 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 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt
of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee
or such Paying Agent


 






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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.


 


Section 11.3.          Redemption
of Securities for Sinking Fund.


 


Not less than 45 days (unless otherwise indicated
in the Board Resolution, supplemental indenture hereto 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 11.2, and
the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, 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.


 


[Signature page follows]


 






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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.


 


	 	WILLDAN GROUP, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Its:
	 	 
	 	 
	 	[Trustee], as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Its: