Exhibit 4.9


 


SELECT BANCORP, INC.


 


Issuer


 


and


 


[              ]


 


Trustee


 


SUBORDINATED INDENTURE


 


Dated as of [          ],
20[   ]


 


Subordinated Debt Securities


  




    	 	 	 



     


    

 


TABLE OF CONTENTS


  


	 	 	Page
	 	 	 
	Article One - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01	Definitions	1
	Section 1.02	Compliance Certificates and Opinions	6
	Section 1.03	Form of Documents Delivered to Trustee	7
	Section 1.04	Acts of Holders	7
	Section 1.05	Notices, Etc., to Trustee and Company	8
	Section 1.06	Notice to Holders; Waiver	9
	Section 1.07	Language of Notices	9
	Section 1.08	Conflict With Trust Indenture Act	9
	Section 1.09	Effect of Headings and Table of Contents	9
	Section 1.10	Successors and Assigns	9
	Section 1.11	Separability Clause	9
	Section 1.12	Benefits of Indenture	10
	Section 1.13	Governing Law	10
	Section 1.14	Legal Holidays	10
	Section 1.15	When Securities Disregarded	10
	Section 1.16	USA Patriot Act	10
	Section 1.17	Force Majeure	10
	Section 1.18	Calculations	11
	Article Two – SECURITIES FORM	11
	Section 2.01	Forms Generally	11
	Section 2.02	Form of Trustee’s Certificate of Authentication	11
	Section 2.03	Securities in Global Form	11
	Article Three - THE SECURITIES	12
	Section 3.01	Amount Unlimited; Issuable in Series	12
	Section 3.02	Denominations	14
	Section 3.03	Securities in Foreign Countries	14
	Section 3.04	Execution, Authentication, Delivery and Dating	15
	Section 3.05	Temporary Securities	15
	Section 3.06	Registration, Transfer and Exchange	16
	Section 3.07	Mutilated, Destroyed, Lost and Stolen Securities	17
	Section 3.08	Payment of Interest; Interest Rights Preserved	18



 



    	 	- i -	 



     


    

 


	Section 3.09	Persons Deemed Owners	18
	Section 3.10	Cancellation	19
	Section 3.11	Computation of Interest	19
	Section 3.12	Cusip Numbers	19
	Article Four - SATISFACTION AND DISCHARGE	19
	Section 4.01	Satisfaction and Discharge of Indenture	19
	Section 4.02	Application of Trust Money	20
	Section 4.03	Satisfaction, Discharge and Defeasance of Securities of Any Series	20
	Article Five - REMEDIES	22
	Section 5.01	Events of Default	22
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	23
	Section 5.03	Collection of Indebtedness and Suits For Enforcement By Trustee	23
	Section 5.04	Trustee May File Proofs of Claim	24
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	24
	Section 5.06	Application of Money or Property Collected	25
	Section 5.07	Limitation on Suits	25
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium, Interest and Additional Amounts	25
	Section 5.09	Restoration of Rights and Remedies	26
	Section 5.10	Rights and Remedies Cumulative	26
	Section 5.11	Delay or Omission Not Waiver	26
	Section 5.12	Control By Holders	26
	Section 5.13	Waiver of Past Defaults	26
	Section 5.14	Waiver of Stay or Extension Laws	27
	Article Six - THE TRUSTEE	27
	Section 6.01	Certain Duties and Responsibilities	27
	Section 6.02	Notice of Defaults	28
	Section 6.03	Certain Rights of Trustee	28
	Section 6.04	Not Responsible For Recitals or Issuance of Securities	29
	Section 6.05	May Hold Securities	29
	Section 6.06	Money Held In Trust	29
	Section 6.07	Compensation and Reimbursement	29
	Section 6.08	Corporate Trustee Required; Eligibility; Conflicting Interests	30
	Section 6.09	Resignation and Removal; Appointment of Successor	30
	Section 6.10	Acceptance of Appointment By Successor	31


 




    	 	- ii -	 



     


    

 


	Section 6.11	Merger, Conversion, Consolidation or Succession to Business	32
	Section 6.12	Appointment of Authenticating Agent	32
	Article Seven - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	33
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	33
	Section 7.02	Preservation of Information; Communications to Holders	33
	Section 7.03	Reports By Trustee	34
	Section 7.04	Reports By Company	34
	Article Eight - CONSOLIDATION, MERGER AND SALES	34
	Section 8.01	Company May Consolidate Etc., Only on Certain Terms	34
	Section 8.02	Successor Corporation Substituted For Company	35
	Article Nine - SUPPLEMENTAL INDENTURES	35
	Section 9.01	Supplemental Indentures Without Consent of Holders	35
	Section 9.02	Supplemental Indentures With Consent of Holders	36
	Section 9.03	Execution of Supplemental Indentures	37
	Section 9.04	Effect of Supplemental Indentures	37
	Section 9.05	Conformity With Trust Indenture Act	37
	Section 9.06	Reference in Securities to Supplemental Indentures	37
	Section 9.07	Subordination Unimpaired	37
	Article Ten - COVENANTS	38
	Section 10.01	Payment of Principal, Premium, If Any, and Interest	38
	Section 10.02	Maintenance of Office or Agency	38
	Section 10.03	Money For Securities Payments to Be Held in Trust	38
	Section 10.04	Additional Amounts	39
	Section 10.05	Statement As To Compliance; Notice of Certain Defaults	40
	Section 10.06	Payment of Taxes and Other Claims	40
	Section 10.07	Corporate Existence	40
	Section 10.08	Waiver of Certain Covenants	40
	Article Eleven - REDEMPTION OF SECURITIES	41
	Section 11.01	Applicability of Article	41
	Section 11.02	Election To Redeem; Notice To Trustee	41
	Section 11.03	Selection By Trustee of Securities To Be Redeemed	41
	Section 11.04	Notice of Redemption	41
	Section 11.05	Deposit of Redemption Price	42
	Section 11.06	Securities Payable on Redemption Date	42
	Section 11.07	Securities Redeemed in Part	43


 




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	Section 11.08	Conversion Arrangements on Call for Redemption	43
	Article Twelve - SINKING FUNDS	43
	Section 12.01	Applicability of Article	43
	Section 12.02	Satisfaction of Sinking Fund Payments With Securities	44
	Section 12.03	Redemption of Securities For Sinking Fund	44
	Article Thirteen - SUBORDINATION	44
	Section 13.01	Securities Subordinated to Senior Indebtedness	44
	Section 13.02	Subrogation	46
	Section 13.03	Obligation of Company Unconditional	46
	Section 13.04	Payment on Securities Permitted	47
	Section 13.05	Effectuation of Subordination by Trustee	47
	Section 13.06	Knowledge of Trustee	47
	Section 13.07	Trustee’s Relation to Senior Indebtedness	47
	Section 13.08	Rights of Holders of Senior Indebtedness Not Impaired	47


   




    	 	- iv -	 



     


    

 


SELECT BANCORP, INC.


 


Certain Sections of this Indenture relating
to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	§310(a)(1), (2) and (5)	 	6.08
	(b)	 	6.05, 6.08, 6.09(d)
	§311	 	6.05
	§312	 	7.01, 7.02(a), 7.02(b)
	§313	 	1.01
	(a)	 	7.03(a)
	(b)	 	7.03(b)
	(c)	 	6.02, 7.03(a), 7.03(c)
	(d)	 	7.03(c)
	§315(a)	 	1.04(a), 9.03, 13.01
	(b)	 	13.01
	(c)	 	6.09(d)
	§318(c)	 	1.08


 




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SUBORDINATED INDENTURE,
dated as of [        ], 20[  ] (the “Indenture”), is made
by and between SELECT BANCORP, INC., a corporation duly organized and existing under the laws of the State of North Carolina (the
“Company”), having its principal office at 700 West Cumberland Street, Dunn, North Carolina 28334, and [        ],
having an office at [        ], not in its individual capacity but solely as Trustee (the
“Trustee”).


 


RECITALS


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear
such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as
shall be fixed as hereinafter provided.


 


The Company has duly
authorized the execution and delivery of this Indenture and all things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.


 


This Indenture is subject
to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


Article
One


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.01        Definitions.


 


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


 


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


 


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


 


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


 


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


 


(5)         the
word “or” is not exclusive;


 


(6)         all
words in the singular include the plural and all words in the plural include the singular; and


 


(7)         the
word “including” means “including without limitations.”


 


Certain terms used
principally in certain Articles hereof are defined in those Articles.


 


“Act”,
when used with respect to any Holders, has the meaning specified in Section 1.04.


 




    	 	- 1 -	 



     


    

 


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


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control”, when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting Securities, by contract or otherwise; and the terms “controlling” and “controlled”
have the meanings correlative to the foregoing.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Bank”
means (i) any institution organized under the laws of the United States, any State of the United States, the District of Columbia,
any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands which (a) accepts deposits that the
depositor has a legal right to withdraw on demand, and (b) engages in the business of making commercial loans and (ii) any trust
company organized under any of the foregoing laws.


 


“Board Of
Directors” means the board of directors of the Company or any committee of that board duly authorized to act for the
Company hereunder.


 


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


 


“Business
Day”, except as may otherwise be provided herein or in any Security, means any day, other than a Saturday or a Sunday,
that is neither a Legal Holiday nor a day on which banking institutions in the City of New York are authorized or required by law,
regulation or executive order to close.


 


“Called Securities”
means any Convertible Security that is called for redemption by the Company.


 


“Capital Stock”
means, as to shares of a particular corporation, outstanding shares of stock of any class whether now or hereafter authorized,
irrespective of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof
to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such
corporation.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934
or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.


 


“Common Stock”
means all shares now or hereafter authorized of the class of common stock of the Company presently authorized and stock of any
other class into which such shares may hereafter have been changed.


 


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


 


“Company Request”
and “Company Order” mean a written request or order, as the case may be, signed in the name of the Company by
the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Operating Officer, the President, an Executive Vice
President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.


 




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“Convertible
Security” or “Convertible Securities” means any Security or Securities, as the case may be, which
are by their terms convertible into Common Stock, Preferred Stock (which may be represented by depositary shares), other indebtedness
of the Company, or warrants for Common Stock, Preferred Stock or indebtedness of the Company, and the terms and conditions upon
which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion
or exchange period, the manner in which such conversion or exchange shall be effected, applicable adjustments, if any, and any
other provision in addition to or in lieu of those described herein.




 


“Corporate
Trust Office” means, the office of the Trustee, at which at any particular time its corporate trust business regarding
this Indenture shall be administered, which office at the date of original execution of this Indenture is located at ____________________,
Attention _________________.


 


“Corporation”
includes corporations, associations, companies and business trusts.


 


“Defaulted
Interest” has the meaning specified in Section 3.08.


 


“Dollars”
or “$” means a dollar or other equivalent unit in the currency of the United States, except as may otherwise
be provided herein or in any Security.


 


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


 


“Holder”,
in the case of any Security, means the Person in whose name such Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, and with respect to any Security shall include the
terms of such Securities established as contemplated by Section 3.01; provided, however, that, if at any time more than one Person
is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities
for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms
of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive,
however, of any provisions or terms which relate solely to other series of Securities for which such Person is Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.


 


“Independent
Public Accountants” means accountants or a firm of accountants that are independent public accountants with respect to
the Company within the meaning of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission
thereunder who may be the independent public accountants regularly retained by the Company or who may be other independent public
accountants. Such accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal
matters relating to the Indenture or certificates required to be provided hereunder.


 


“Interest”,
with respect to any Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity and, with respect to any Security which provides for the payment of Additional Amounts pursuant to Section 10.04,
includes such Additional Amounts.


 


“Interest
Payment Date”, when used with respect to any installment of interest on a Security of a particular series, means the
date specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as
the fixed date on which an installment of interest with respect to Securities of that series is due and payable.


 


“Legal Holiday”,
except as otherwise may be provided herein or in any Securities, with respect to any Place of Payment or other location, means
a Saturday, a Sunday or a day on which banking institutions or trust companies in such Place of Payment or other location are not
authorized or obligated to be open.


 




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


 


“Officer’s
Certificate” means a certificate signed by the Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the President, an Executive Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


 


“Opinion of
Counsel”, except as otherwise provided herein or in any Security, means a written Opinion of Counsel from legal counsel
who is reasonably acceptable to the Trustee, who may be an employee of or counsel for the Company or other counsel.


 


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


 


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


 


(i)          Securities
theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation;


 


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


 


(iii)        Securities,
except to the extent provided in Section 4.03, with respect to which the Company has effected defeasance and/or covenant defeasance
pursuant to Section 4.03 hereof; and


 


(iv)        Securities
which have been paid pursuant to Section 3.07 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes and for
purposes of making the calculations required by Section 313 of the Trust Indenture Act, (i) the principal amount of an Original
Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be outstanding
for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount
Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration pursuant to Section
5.02 at the time of such determination or calculation, and (ii) the principal amount of any Security denominated other than in
Dollars that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall
be equal to the Dollar equivalent, determined by the Company as of the date such Security is originally issued by the Company,
of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original
issuance of the amount determined as provided in clause (i) above) of such Security, and (iii) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such calculation or relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor.


 




    	 	- 4 -	 



     


    

 


“Paying Agent”
means any Person authorized by the Company to deliver payment of the principal of (and premium, if any) or interest on any Security
on behalf of the Company.


 


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


 


“Place of
Payment”, with respect to any Security, means the place or places where the principal of (and premium, if any) and interest
on the Securities of that series are payable as specified in or pursuant to Section 3.01(9) or Section 10.02.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.07 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed, mutilated or stolen Security.


 


“Preferred
Stock” means shares of a class or series now or hereafter authorized of the class of preferred stock of the Company presently
authorized and stock of any other class into which such shares may hereafter have been changed.


 


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


 


“Redemption
Price”, with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed
as determined by or pursuant to the provisions of this Indenture.


 


“Regular Record
Date” for the interest payable on any Security on any Interest Payment Date therefor means the date, if any, specified
in such Security as the “Regular Record Date”.


 


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


 


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


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.06.


 


“Senior Indebtedness,”
with respect to any series of Securities issued hereunder, shall have the meaning ascribed to such term in the Board Resolutions
or supplemental indenture establishing such series in accordance with Section 3.01 hereof, and shall include: (i) the
principal and any premium or interest for money borrowed or purchased by the Company; (ii) the principal and any premium or
interest for money borrowed or purchased by another Person and guaranteed by the Company; (iii) any deferred obligation for
the payment of the purchase price of property or assets evidenced by a note or similar instrument or agreement; (iv) an obligation
arising from direct credit substitutes; and (v) any obligation associated with derivative products such as interest and foreign
exchange rate contracts, commodity contracts and similar arrangements; in each case, whether outstanding on the date this Subordinated
Indenture becomes effective, or created, assumed or incurred after that date. Senior Indebtedness excludes any indebtedness that:
(a) expressly states that it is junior to, or ranks equally in right of payment with, the Securities or the Securities of
any series; or (b) is identified as junior to, or equal in right of payment with, the Securities or the Securities of any
series in any Board Resolution or in any supplemental indenture.


 




    	 	- 5 -	 



     


    

 


“Special Record
Date” for the payment of any Defaulted Interest on any Security means a date fixed by the Company pursuant to Section
3.08.


 


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


 


“Subsidiary”
means any corporation of which at the time of determination the Company and/or one or more Subsidiaries owns or controls directly
or indirectly more than 50% of the shares of Voting Stock.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as
provided in Section 9.05.


 


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


 


“United States”,
except as otherwise provided herein or in any Security, means the United States of America (including the States and the District
of Columbia), its territories and possessions and other areas subject to its jurisdiction.


 


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


 


“U.S. Depository”
or “Depository” means, with respect to any Security issuable or issued in the form of one or more global Securities,
the Person designated as U.S. Depository by the Company pursuant to Section 3.01, which must be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and, if so provided pursuant to Section 3.01 with respect to any Security, any
successor to such Person. If at any time there is more than one such Person, “U.S. Depository” or “Depository”
shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities.


 


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


 


“Voting Stock”
means stock of a corporation of the class or classes having general voting power under ordinary circumstances to elect at least
a majority of the board of directors, managers or trustees of such corporation provided that, for the purposes hereof, stock which
carries only the right to vote conditionally on the happening of an event shall not be considered voting stock whether or not such
event shall have happened.


 


Section 1.02        Compliance
Certificates and Opinions.


 


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


 




    	 	- 6 -	 



     


    

 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except
Section 10.05) shall include:


 


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


 


(2)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


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


 


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


 


Section 1.03        Form
of Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


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


 


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


 


Section 1.04        Acts
of Holders.


 


(a)         Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section.


 




    	 	- 7 -	 



     


    

 


Without limiting the
generality of this Section 1.04, unless otherwise established in or pursuant to a Board Resolution or set forth or determined in
an Officer’s Certificate, or established in one or more indentures supplemental hereto, pursuant to Section 3.01, a Holder,
including a U.S. Depository that is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies
to the beneficial owners of interests in any such global Security through such U.S. Depository’s standing instructions and
customary practices.


 


Other than in those
situations set forth in 1.04(d), the Trustee shall fix a record date, which shall be not more than 30 days prior to the first solicitation
of such Holders, for the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than
90 days after such record date.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.


 


(c)          The
ownership, principal amount and serial numbers of Securities held by any Person, and the date of the commencement and the date
of termination of holding the same, shall be proved by the Security Register.


 


(d)          If
the Company shall solicit from the Holders of any Securities any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may at its option, by Board Resolutions, fix in advance a record date, which shall be not more than 30
days prior to the first solicitation of such Holders, for the determination of Holders of Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such
a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before
or after such record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Securities shall be computed as of such record date; provided no such authorization, agreement or consent of the
Holders of Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.


 


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


 


Section 1.05        Notices,
Etc., to Trustee and Company.


 


Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


 


(1)         the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with a Responsible Officer of the Trustee at its Corporate Trust Office, or


 


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


 




    	 	- 8 -	 



     


    

 


Section 1.06         Notice
to Holders; Waiver.


 


Except as otherwise
expressly provided herein or in any Security, where this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such Notice. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given
or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


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


 


Notwithstanding any
other provision herein, where this Indenture provides for notice of any event to any Holder of an interest in a Global Security
(whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository for such Security (or its designee),
according to the applicable procedures of such Depository, if any, prescribed for the giving of such notice.


 


Section 1.07         Language
of Notices.


 


Any request, demand,
authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in an official language of the country of publication.


 


Section 1.08         Conflict
With Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with the duties imposed pursuant to Section 318(c) of the Trust Indenture Act, such imposed duties
shall control.


 


Section 1.09         Effect
of Headings and Table of Contents.


 


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


 


Section 1.10         Successors
and Assigns.


 


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


 


Section 1.11         Separability
Clause.


 


In case any provision
in this Indenture or any Security 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.


 




    	 	- 9 -	 



     


    

 


Section 1.12         Benefits
of Indenture.


 


Nothing in this Indenture
or any Security, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying
Agent and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.13         Governing
Law.


 


This Indenture and
the Securities shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements
made or instruments entered into and, in each case, performed in said state.




 


Section 1.14         Legal
Holidays.


 


In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security, or the last day on which a Holder has the right to convert
these Securities, is not a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or
any Security other than a provision in any Security that specifically states that such provision shall apply in lieu of this Section)
payment of interest or any Additional Amounts or principal (and premium, if any) or conversion of the Securities need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, or the last such day of
conversion, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.


 


Section 1.15         When
Securities Disregarded.


 


In determining whether
the Holders of the required aggregate principal amount of Securities have concurred in any direction, waiver or consent, Securities
owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for the
purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities
which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing,
only Securities outstanding at the time shall be considered in any such determination.


 


Section 1.16         USA
Patriot Act.


 


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


 


Section 1.17         Force
Majeure.


 


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


 




    	 	- 10 -	 



     


    

 


Section 1.18         Calculations.


 


Except as otherwise
provided herein, the Company will be responsible for making all calculations called for under this Indenture or the Securities.
The Company will make all such calculations in good faith and, absent manifest error, its calculations will be final and binding
on the Holders. The Company will provide a schedule of its calculations to the Trustee and the Trustee is entitled to rely conclusively
upon the accuracy of such calculations without independent verification. The Trustee will deliver a copy of such schedule to any
Holder upon the written request of such Holder.


 


Article
Two


 


SECURITIES FORMS


 


Section 2.01         Forms
Generally.


 


Each Security and temporary
global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, shall have appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Security, as evidenced by their execution of such Security.


 


Definitive Securities
shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities,
as evidenced by their execution of such Securities.


 


Section 2.02         Form
of Trustee’s Certificate of Authentication.


 


Subject to Section
6.12, the Trustee’s certificate of authentication shall be in substantially the following form:


 


This certificate represents
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	Dated: [      ], 20[  ]	 	[                      ],
	 	 	not in its individual capacity but solely as Trustee
	 	 	 
	 	 	By:	         
	 	 	Authorized Signatory


 


Section 2.03         Securities
in Global Form.


 


If Securities of a
series are issuable in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented
thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be
delivered pursuant to Section 3.04 or 3.05 with respect thereto. Subject to the provisions of Section 3.04 and, if applicable,
Section 3.05, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions
given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.04
or 3.05 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall
be in writing but need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel.


 


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


 




    	 	- 11 -	 



     


    

 


Notwithstanding the
provisions of Section 3.08, payment of principal of and any premium and interest on any Security in permanent global form shall
be made to the Person or Persons specified therein.


 


Notwithstanding the
provisions of Section 3.09, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of
such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global
Security in registered form.


 


Article
Three


 


THE SECURITIES


 


Section 3.01        Amount
Unlimited; Issuable in Series.


 


The aggregate principal
amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated
and right of payment to Senior Indebtedness as provided in Article Thirteen.


 


The Securities may
be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions, and set forth in an
Officer’s Certificate, or established in one or more indentures supplemental hereto,


 


(1)         the
title of the Securities and the series in which such Securities shall be included;


 


(2)         any
limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.05, 3.06, 3.07, 9.06 or 11.07 or the terms of such Securities);


 


(3)         whether
any Securities of the series are to be issuable initially or otherwise in global form and, if so, (i) whether beneficial owners
of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in
Section 3.06, and (ii) the name of the depository or the U.S. Depository, as the case may be, with respect to any global Security;


 


(4)         the
date as of which any global Security representing Outstanding Securities of the series shall be dated if other than the date of
original issuance of the first Security of the series to be issued;


 


(5)         the
terms, if any, upon which the Securities of any series may be convertible into or exchanged for Common Stock, Preferred Stock (which
may be represented by depositary shares), other indebtedness of the Company or another obligor, or warrants for Common Stock, Preferred
Stock or indebtedness or other securities of any kind of the Company or any other obligor, and the terms and conditions upon which
such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange
period, the manner in which such conversion or exchange shall be effected, applicable adjustments, if any, and any other provision
in addition to or in lieu of those described herein;


 


(6)         the
date or dates, or the method, if any, by which such date or dates shall be determined, on which the principal of such Securities
is payable;


 


(7)         the
rate or rates at which such Securities shall bear interest, if any, or the method, if any, by which such rate or rates are to be
determined, the date or dates, if any, from which such interest shall accrue or the method, if any, by which such date or dates
are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date,
if any, for the interest payable on Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts
on such Securities or any of them shall be payable, and the basis upon which interest shall be calculated if other than that of
a 360-day year of twelve 30-day months;


 




    	 	- 12 -	 



     


    

 


(8)         the
place or places, if any, where the principal of (and premium, if any) and interest (including Additional Amounts), if any, on such
Securities shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series
may be surrendered for exchange or conversion and notices or demands to or upon the Company in respect of the Securities of the
series and this Indenture may be served;


 


(9)         whether
and the terms and conditions upon which the Securities of the series or any of them are to be redeemable at the option of the Company
and, if so, the period or periods within which, the price or prices at which and the other terms and conditions upon which such
Securities may be redeemed, in whole or in part, at the option of the Company;


 


(10)       whether
any terms and conditions upon which the Company is obligated to redeem, or purchase Securities of the series or any of them pursuant
to any sinking fund or at the option of any Holder thereof and, if so, the period or periods within which, the price or prices
at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant
to such obligation, and any provisions for the remarketing of the Securities of the series so redeemed or purchased;


 


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


 


(12)       if
other than the principal amount thereof, the portion of the principal amount of the Securities of the series of any of them which
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such
portion is to be determined;


 


(13)       if
other than the principal amount thereof, the portion of the principal amount of the Securities of the series of any of them which
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such
portion is to be determined;


 


(14)       if
the principal of (and premium, if any) or interest, if any, on or any Additional Amounts in respect of the Securities of the series
or any of them are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, composite currencies
or currency unit or units other than that in which the Securities of the series or any of them are stated to be payable, the period
or periods within which, and the terms and conditions upon which, such election may be made;


 


(15)       whether
the amount of payments of principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities
of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices),
and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;


 


(16)       whether
the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are
to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or
units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to
be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made,
and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units or composite
currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies,
currency unit or units or composite currency or currencies in which such Securities or any of them are to be so payable;


 


(17)       any
deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities
of the series or any of them, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;


 




    	 	- 13 -	 



     


    

 


(18)        the
applicability, if any, of Section 4.03 to the Securities of the series and any provisions in modification of, in addition to or
in lieu of any of the provisions of Section 4.03;


 


(19)        the
terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness and the
definition of such Senior Indebtedness with respect to such series; and, such Board Resolution, Officer’s Certificate or
supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections
or other provisions thereof constitute the “Subordination Provisions” with respect to the Securities of such series;


 


(20)        if
the Securities of the series or any of them are to be issued upon the exercise of warrants, the time, manner and place for such
Securities to be authenticated and delivered;


 


(21)        if
the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then
the form and terms of such certificates, documents or conditions;


 


(22)        if
there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying
Agent and/or Authenticating Agent with respect to the Securities of the series;


 


(23)        whether
any of the Securities of a series shall be issued as Original Issue Discount Securities; and


 


(24)        any
other terms of the Securities of the series or any of them.


 


All Securities of any
one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity,
the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to one
or more Board Resolutions and set forth in such Officer’s Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. All Securities of any one series need not be issued at the same time and, unless otherwise
so provided by the Company, a series may be reopened for issuances of additional Securities of such series.


 


If any of the terms
of the Securities of any series were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall
be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series.


 


Section 3.02        Denominations.


 


Unless otherwise established
with respect to any Securities pursuant to Section 3.01, the Securities of each series denominated in Dollars shall be issuable
in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect to such Securities pursuant to Section 3.01.


 


Section 3.03        Securities
in Foreign Countries.


 


Whenever this Indenture
provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which not
all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence
of any provision to the contrary in the form of Security of any particular series, any amount in respect of any Security denominated
in a currency other than United States dollars shall be treated for any such action or distribution as that amount of United States
dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to registered
Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company
may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.


 




    	 	- 14 -	 



     


    

 


Section 3.04        Execution,
Authentication, Delivery and Dating.


 


The Securities shall
be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Operating Officer or one of its Executive
Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.


 


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


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by
the Company, to the Trustee for authentication, and, provided that the Board Resolution or Resolutions and Officer’s Certificate
or supplemental indenture or indentures with respect to such Securities referred to in Section 3.01 and a Company Order for the
authentication and delivery of such Securities, has been delivered to the Trustee, the Trustee in accordance with the Company Order
and subject to the provisions hereof of such Securities shall authenticate and deliver such Securities.


 


The Trustee shall not
be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and
this Indenture or otherwise in a manner which is not acceptable to the Trustee or if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.


 


Each Security shall
be dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section 2.02 or 6.12 executed by or on behalf of the
Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder.


 


Section 3.05        Temporary
Securities.


 


Pending the preparation
of definitive Securities of any series, the Company may execute and deliver to the Trustee and, upon Company Order the Trustee
shall authenticate and deliver, in the manner provided in Section 3.04, temporary Securities of such series which are printed,
lithographed, typewritten, photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form without coupons and with such appropriate insertions,
omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global
form.


 


Except in the case
of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, the Company shall cause definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities of any series, the temporary Securities of such series, if any, shall be exchangeable
upon request for definitive Securities of such series containing identical terms and provisions upon surrender of the temporary
Securities of such series at an office or agency of the Company maintained for such purpose pursuant to Section 10.02, without
charge to any Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series containing identical terms and provisions. Unless otherwise specified as contemplated
by Section 3.01 with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


 




    	 	- 15 -	 



     


    

 


Section 3.06        Registration,
Transfer and Exchange.


 


With respect to the
Securities of each series, if any, the Company shall cause to be kept, at an office or agency of the Company maintained pursuant
to Section 10.02, a register (each such register being herein sometimes referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities
of each series and of transfers of the Securities of such series. In the event that the Trustee shall not be the Security Registrar,
it shall have the right to examine the Security Register at all reasonable times. [            ]
is hereby initially appointed as Security Registrar for each series of Securities. In the event that the Trustee shall cease to
be Security Registrar with respect to a series of Securities, the Trustee shall have the right to examine the Security Register
for such series at all reasonable times.


 


Upon surrender for
registration of transfer of any Security of any series at any office or agency of the Company maintained for such series pursuant
to Section 10.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount
bearing a number not contemporaneously outstanding and containing identical terms and provisions.


 


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


 


Notwithstanding the
foregoing, except as otherwise specified as contemplated by Section 3.01, any global Security of any series shall be exchangeable
for Securities of such series only if (i) the Securities Depository is at any time unwilling or unable or ineligible to continue
as Securities Depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so
notified in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security
shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities and the Company
or the Depository shall request such exchange. If the beneficial owners of interests in a global Security are entitled to exchange
such interests for Securities of such series and of like tenor and principal amount of any authorized form and denomination, as
specified as contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository
or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given
to the Trustee and the U.S. Depository or such other depository, as the case may be (which instructions shall be in writing but
need not comply with Section 1.02 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be exchanged; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before any selection of Securities of such series to be
redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be
returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for
any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable
in accordance with the provisions of this Indenture.


 




    	 	- 16 -	 



     


    

 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange, redemption or conversion of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Securities, other than exchanges pursuant to Section 3.05, 9.06 or 11.07 not involving any transfer.


 


Except as otherwise
specified as contemplated by Section 3.01, the Company shall not be required (i) to issue, register the transfer of or exchange
any Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption
of Securities of such series under Section 11.03 and ending at the close of business on the day of such selection, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except in the case of any Security to
be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security
which, in accordance with its terms specified as contemplated by Section 3.01, has been surrendered for repayment at the option
of the Holder, except the portion, if any, of such Security not to be repaid.


 


Section 3.07        Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
is surrendered to the Trustee, subject to the provisions of this Section 3.07, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding.


 


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


 


Notwithstanding the
foregoing provisions of this Section 3.07, 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 a separate 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.


 


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.


 




    	 	- 17 -	 



     


    

 


Section 3.08        Payment
of Interest; Interest Rights Preserved.


 


Interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date
for such interest.


 


Any interest on any
Security of any series which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date
for such Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (1) or (2) below:


 


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


 


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


 


For any Securities
of any series that bear interest and are issued in global form, the Company shall make through the Paying Agent, all payments of
principal and interest on the Securities in immediately available funds to the Depository or its nominee, in accordance with the
applicable procedures of the Depository. At the option of the Company, interest on Securities of any series that bear interest
that are not in global form, may be paid through the Paying Agent by mailing a check to the address of the person entitled thereto
as such address shall appear in the Security Register.


 


Subject to the foregoing
provisions of this Section and Section 3.06, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.


 


Section 3.09        Persons
Deemed Owners.


 


Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal
of (and premium, if any), and (subject to Sections 3.06 and 3.08) interest on or any Additional Amounts with respect to, such Security
and for all other purposes whatsoever, whether or not any payment with respect to such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 




    	 	- 18 -	 



     


    

 


Section 3.10         Cancellation.


 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee or the Security Registrar, be delivered to the Trustee or the Security Registrar, and any
such Securities and Securities surrendered directly to the Trustee or the Security Registrar for any such purpose shall be promptly
cancelled by the Trustee or the Security Registrar, as the case may be. The Company may at any time deliver to the Trustee or the
Security Registrar for cancellation any Securities previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee or the Security Registrar,
as the case may be. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in
this Section, except as expressly permitted by this Indenture or as otherwise specified as contemplated by Section 3.01. All cancelled
Securities held by the Trustee shall be retained by the Trustee and disposed in accordance with its customary practices. The Trustee
upon written request shall promptly notify the Company of all cancelled Securities.


 


Section 3.11         Computation
of Interest.


 


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


 


Section 3.12         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 identification numbers printed on the Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP”
numbers.


 


Article
Four


 


SATISFACTION AND DISCHARGE


 


Section 4.01         Satisfaction
and Discharge of Indenture.


 


Upon the direction
of the Company in an Officer’s Certificate, this Indenture shall cease to be of further effect with respect to any series
of Securities specified in such Officer’s Certificate (except as to any surviving rights of registration of transfer or exchange
of Securities of such series herein expressly provided for and any right to receive Additional Amounts, as provided in Section 10.04),
and the Trustee, on receipt of an Officer’s Certificate, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series, when


 


(1)          either


 


(A)         all
Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.07, and (ii) Securities of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


(B)         all
Securities of such series thereto not theretofore delivered to the Trustee for cancellation


 


(i)          have
become due and payable, or


 




    	 	- 19 -	 



     


    

 


(ii)         will
become due and payable at their Stated Maturity within one year and such Securities are not convertible into other Securities,
or


 


(iii)        if
redeemable at the option of the Company, such Securities are not convertible into other Securities and are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


 


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


 


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


 


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


 


In the event there
are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments
from all Trustees hereunder.


 


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


 


Section 4.02         Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or this section 4.02 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 premium, if any) and any interest or any Additional Amounts for whose payment such
money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required
by law.


 


All monies deposited
with the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.


 


Section 4.03         Satisfaction,
Discharge and Defeasance of Securities of Any Series.


 


If pursuant to Section
3.01 provision is made for defeasance of Securities of any series pursuant to Section 4.03, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Securities of such series and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when


 


(1)          either


 


(A)         with
respect to all Outstanding Securities of such series,


 


(i)          the
Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for such purpose, an amount sufficient
to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any),
any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph
of this Section 4.03, as the case may be; or


 




    	 	- 20 -	 



     


    

 


(ii)         with
respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited
with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment
of the principal of and interest on which are fully guaranteed by, the United States of America and which are not callable at the
option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof,
be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium,
if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated by the penultimate
paragraph of this Section 4.03; or


 


(B)         the
Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01,
to be applicable to the Securities of such series; and


 


(2)          the
Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series;
and


 


(3)          the
Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying
as to the sufficiency of the amounts deposited pursuant to subsections (A) (i) or (ii) of this Section for payment of the principal
(and premium, if any) and interest on the dates such payments are due, an Officer’s Certificate and an Opinion of Counsel,
each such Certificate and opinion stating that no Event of Default or event which with notice or lapse of time or both would become
an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided for relating
to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied
with; and


 


(4)          the
Company has delivered to the Trustee


 


(A)         an
opinion of independent counsel, which may be based upon a ruling from the Internal Revenue Service that the holders of the Securities
of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred; and


 


(B)         if
the Securities of such series are then listed on a national securities exchange, an Opinion of Counsel that the Securities of such
series will not be delisted as a result of the exercise of this option.


 


Any deposits with the
Trustee referred to in subsection (1) (A) of this Section shall be irrevocable. If any Outstanding Securities of such series are
to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or repayment provisions or in accordance
with any mandatory sinking fund requirement, the Company shall make arrangements for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.


 


Upon the satisfaction
of the conditions set forth in this Section 4.03 with respect to all the Outstanding Securities of any series, the terms and conditions
of such series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions
of Sections 3.06, 3.07, and 10.02, other than the right of Holders of such series to receive, from the trust fund described in
this Section, payment of the principal (and premium, if any) of, the interest on or any Additional Amounts with respect to such
Securities when such payments are due, other than any right of conversion of such Securities and the rights, powers, duties and
immunities of the Trustee hereunder and the Company’s obligations related thereto, shall no longer be binding upon, or applicable
to, the Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the
Indenture; provided that the Company shall not be discharged from any payment obligations in respect of Securities of such series
which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations
of the Company under applicable law.


 




    	 	- 21 -	 



     


    

 


Article
Five


 


REMEDIES


 


Section 5.01        Events
of Default.


 


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


 


(1)         default
in the payment of any installment of interest upon any Security of that series, as and when the same shall become due and payable,
and continuance of such default for a period of 30 days;


 


(2)         default
in the payment of the principal of or premium, if any, on any Security of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise;


 


(3)         default
in the payment of any sinking fund payment with respect to any Security of that series as and when the same shall become due and
payable;


 


(4)         failure
by the Company to deliver the required securities or other rights upon an appropriate conversion or exchange election by any Holder
of Convertible Securities;


 


(5)         failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the
Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Securities, in
this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant
a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 90 days
after the date on which written notice specifying such failure and requiring the Company to remedy the same shall have 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 aggregate principal amount of the Securities of that series at the time Outstanding;


 


(6)         a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and adjudging it a bankrupt or
insolvent or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company
or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days;


 


(7)         the
Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or shall consent to the entry of an order for relief in any involuntary case under any such law, or shall consent to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company
or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing; or


 


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


 




    	 	- 22 -	 



     


    

 


Section 5.02         Acceleration
of Maturity; Rescission and Annulment.


 


Unless the Board Resolution
or supplemental indenture establishing such series provides otherwise, if an Event of Default (other than an Event of Default specified
in Section 5.01(6) or 5.01(7)) with respect to Securities of any series at the time outstanding occurs and is continuing, then
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal of all the Securities of that series, or such lesser amount as may be provided for in 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 the Holders), and upon
any such declaration such principal or such lesser amount, together with accrued and unpaid interest, if any, thereon, shall become
immediately due and payable. Unless the Board Resolution or supplemental indenture establishing such series provides otherwise,
if an Event of Default specified in Section 5.01(6) or 5.01(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), together with accrued
and unpaid interest, if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee
or any Holder, become immediately due and payable.


 


At any time after such
a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority
in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if


 


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


 


(A)         all
overdue installments of interest on and any Additional Amounts payable in respect of all Securities of such series,


 


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


 


(C)         to
the extent that payment of such interest is lawful, interest upon overdue installments of interest or any Additional Amounts at
the rate or rates borne by or provided for in such Securities, and


 


(D)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel as provided in Section 6.07 hereof; and


 


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


 


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


 


Section 5.03         Collection
of Indebtedness and Suits For Enforcement By Trustee.


 


The Company covenants
that if:


 


(1)          default
is made in the payment of any installment of interest on or any Additional Amounts payable in respect of any Security when such
interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or


 


(2)          default
is made in the payment of the principal of (or premium, if any, on) any Security at its Maturity,


 


then the Company will pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium,
if any) and interest or Additional Amounts, if any, with interest upon the overdue principal (and premium, if any) and, to the
extent that payment of such interest shall be legally enforceable, upon overdue installments of interest or any Additional Amounts,
at the rate or rates borne by or provided for 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.


 




    	 	- 23 -	 



     


    

 


If the Company fails
to pay such amounts, 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, and may prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


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


 


Section 5.04         Trustee
May File Proofs of Claim.


 


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


 


(1)          to
file and prove a claim for the whole amount or such lesser amount as may be provided for in the Securities of such series, of principal
(and premium, if any) and interest and any Additional Amounts 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 or counsel) and of the Holders allowed in such judicial
proceeding, and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.07.


 


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 5.05         Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of action
and claims under this Indenture or any of 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 or judgment, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable
benefit of the Holders of the Security in respect of which such judgment has been recovered.


 




    	 	- 24 -	 



     


    

 


Section 5.06         Application
of Money or Property Collected.


 


Subject to the provisions
of Article Four and Article Thirteen, 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 (and premium, if any), interest or any Additional Amounts, upon presentation of the Securities, and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment
of all amounts due the Trustee, its agents and any predecessor Trustee under Section 6.07;


 


SECOND: To the payment
of the amounts then due and unpaid upon the Securities for principal (and premium, if any) and interest or any Additional Amounts
payable 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 aggregate amounts due and payable on such Securities for principal (and premium, if any), interest
or any Additional Amounts, respectively; and


 


THIRD: The balance,
if any, to the Company or as a court of competent jurisdiction may otherwise direct.


 


Section 5.07         Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no
one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any
other series, or to obtain or to seek to obtain priority or preference over any other 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.


 


Section 5.08         Unconditional
Right of Holders to Receive Principal, Premium, Interest and Additional Amounts.


 


Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Sections 3.06 and 3.08) interest on or any Additional Amounts
in respect of such Security on the respective Stated Maturity or Maturities specified 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 right shall not be impaired without
the consent of such Holder.


 




    	 	- 25 -	 



     


    

 


Section 5.09         Restoration
of Rights and Remedies.


 


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


 


Section 5.10         Rights
and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 5.11         Delay
or Omission Not Waiver.


 


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


 


Section 5.12         Control
By Holders.


 


Subject to Section
6.03(5), the Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, provided that:


 


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


 


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


 


(3)          such
direction is not unduly prejudicial to the rights of other Holders of Securities of such series.


 


Section 5.13         Waiver
of Past Defaults.


 


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


 


(1)          in
the payment of the principal of (and premium, if any) or interest on or Additional Amounts payable in respect of any Security of
such series, or


 


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


 


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


 




    	 	- 26 -	 



     


    

 


Section 5.14         Waiver
of Stay or Extension Laws.


 


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


 


Article
Six


 


THE TRUSTEE


 


Section 6.01         Certain
Duties and Responsibilities.


 


(1)          The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Without limiting the foregoing, except
during the continuance of an Event of Default,


 


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


 


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


 


In case an Event of Default has occurred
and is continuing, the Trustee shall exercise such of 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 his or
her own affairs.


 


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


 


(A)         this
subsection shall not be construed to limit the effect of subsection (1) of this Section 6.01;


 


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


 


(C)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section 5.12, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such series;


 


(D)         the
Trustee, when acting in such capacity, shall not be liable in respect of any payment (as to the correctness of amount, entitlement
to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained
by any co-Registrar with respect to the Securities; and


 


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


 




    	 	- 27 -	 



     


    

 


Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if an adequate
indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.


 


Section 6.02         Notice
of Defaults.


 


Within 90 days after
the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit to the Holders
in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to
a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with respect
to, any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is
in the interests of the Holders of such series.


 


Section 6.03         Certain
Rights of Trustee.


 


Subject to the provisions
of Section 6.01:


 


(1)          the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)          any
request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate, a Company
Request or a Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section
3.04 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution or Board Resolutions;


 


(3)          whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, conclusively rely upon an Officer’s Certificate or an Opinion of Counsel;


 


(4)          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 in good faith and in reliance
thereon;


 


(5)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(6)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost to the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;


 




    	 	- 28 -	 



     


    

 


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


 


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


 


(9)          the
Trustee shall not be deemed to have knowledge or 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 or Event of Default
is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture;


 


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


 


(11)        in
no event shall the Trustee be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever
(including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage; and


 


(12)        any
permissive right or authority granted to the Trustee in this Indenture shall not be construed as a mandatory duty.


 


Section 6.04         Not
Responsible For Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the
Company and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder
and that the statements made by it in a Statement of Eligibility and Qualification on Form T-l supplied to the Company are true
and accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof.


 


Section 6.05         May
Hold Securities.


 


The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other Person.


 


Section 6.06         Money
Held In Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law and shall be held uninvested. The
Trustee shall be under no liability for interest on any money received by it hereunder.


 


Section 6.07         Compensation
and Reimbursement.


 


The Company agrees:


 


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


 




    	 	- 29 -	 



     


    

 


(2)          except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may
be attributable to its negligence or bad faith; and


 


(3)          to
indemnify each of the Trustee and any predecessor Trustee and its agents for, and to hold them harmless against, any loss, liability,
claim, damage or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this
Section 6.07) and the costs and expenses of defending themselves against any claim or liability in connection with the exercise
or performance of any of their powers or duties hereunder.


 


The provisions of this
Section 6.07 shall survive the termination of this Indenture and the resignation or removal of the Trustee.


 


To secure the Company’s
payment obligations in this Section 6.07, the Trustee will have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such lien will survive
the satisfaction and discharge of this Indenture and the resignation, removal or replacement of the Trustee.


 


Section 6.08         Corporate
Trustee Required; Eligibility; Conflicting Interests.


 


There shall at all
times be a Trustee hereunder that is a corporation permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to act
as trustee under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2)
of the Trust Indenture Act) of at least $50,000,000. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
If the Trustee has or shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect
to the Securities of any series, the Trustee shall take such action as is required pursuant to said Section 310(b).


 


Section 6.09         Resignation
and Removal; Appointment of Successor.


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee pursuant to Section 6.10.


 


(b)          The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.


 


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


 




    	 	- 30 -	 



     


    

 


(d)          If
at any time:


 


(1)         the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act after written
request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months,
or


 


(2)         the
Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Company or
by any such Holder of a Security, or


 


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


 


then, in any such case, (a) the Company,
by or pursuant to Board Resolution, may remove the Trustee with respect to all Securities, or (b) subject to Section 315(c) of
the Trust Indenture Act any Holder of a Security who has been a bona fide Holder of a Security of any series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 


(e)          If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by or pursuant to Board Resolutions, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of
Section 6.10. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, become
the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company
or the Holders of Securities and accepted appointment in the manner required by Section 6.10, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


 


(f)          The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series by sending written notice of such event to
the Holders of Securities, if any, of such series as their names and addresses appear in the Security Register. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.


 


Notwithstanding replacement
of the Trustee pursuant to this Section 6.09, the Company’s obligations under Section 6.07 will continue for the benefit
of the retiring Trustee.


 


Section 6.10         Acceptance
of Appointment By Successor.


 


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


 




    	 	- 31 -	 



     


    

 


(b)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall
be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part
of any other Trustee hereunder, and upon the execution and delivery of such supplemental indenture the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates have no further responsibility for the exercise
of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture other than
as hereinafter expressly set forth, and each such successor Trustee without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.


 


(c)          Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.


 


(d)          No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


Section 6.11         Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


Section 6.12         Appointment
of Authenticating Agent.


 


The Trustee may appoint
an Authenticating Agent or Authenticating Agents, which may be an Affiliate of the Company, with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued
upon original issue or exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.


 




    	 	- 32 -	 



     


    

 


Each Authenticating
Agent shall be acceptable to the Company.


 


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


 


The provisions of Sections
3.09, 6.04 and 6.05 shall be applicable to each Authenticating Agent.


 


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


 


This certificate represents
Securities of the series designated herein referred to in the within-mentioned Indenture.


 


	Dated:  [      ]	 	[                      ],
	 	 	not in its individual capacity but solely as Trustee
	 	 	 
	 	 	By:	        
	 	 	As Authenticating Agent
	 	 	 
	 	 	By:	 
	 	 	Authorized Signatory


 


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


 


Article
Seven


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 7.01         Company
to Furnish Trustee Names and Addresses of Holders.


 


In accordance with
Section 312(a) of the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee


 


(1)          semi-annually,
not later than 10 days after the Regular Record Date for interest for each series of Securities, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date,
or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such dates as are set forth
in the Board Resolution or indenture supplemental hereto authorizing such series, and


 


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


 


provided, however, that so long
as the Trustee is the Security Registrar no such list shall be required to be furnished.


 


Section 7.02         Preservation
of Information; Communications to Holders.


 


(a)          The
Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 




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(b)          Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.


 


Section 7.03         Reports
By Trustee.


 


(a)          Within
60 days after _______ of each year commencing with the year following the first issuance of Securities pursuant to Section 3.01,
if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit pursuant to Section 313(c) of the Trust Indenture
Act a brief report dated as of such ______ with respect to any of the events specified in said Section 313(a) which may have
occurred since the later of the immediately preceding _______ and the date of this Indenture.


 


(b)          The
Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.


 


(c)          Reports
pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of the Trust
Indenture Act.


 


Section 7.04         Reports
By Company.


 


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


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive or other notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officer’s Certificates). Notwithstanding the foregoing, to the extent any of the information required by this Section 7.04
is filed by the Company with the Commission and publicly available on the Commission’s EDGAR system (or any successor system
thereto), then such information shall be deemed to be filed with the Trustee; provided, however, that the Trustee shall have no
obligation whatsoever to determine if such filing has occurred.


 


Article
Eight


 


CONSOLIDATION, MERGER AND SALES


 


Section 8.01         Company
May Consolidate Etc., Only on Certain Terms.


 


Nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person
or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the property of the Company as
an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Company); provided, however,
that:


 


(1)          in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall
expressly assume, by one or more indentures supplemental hereto, executed and delivered by the successor Person to the Trustee
the due and punctual payment of the principal of (and premium, if any) and interest on or any Additional Amounts in respect of
all the Securities and the performance of every other covenant of this Indenture on the part of the Company to be performed or
observed;


 




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(2)          immediately
after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and


 


(3)          the
successor Person has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with.


 


Section 8.02         Successor
Corporation Substituted For Company.


 


Upon any consolidation
or merger or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 8.01, the successor Person formed by such consolidation or into 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 with the same effect as if such successor Person had been named as the Company herein,
and thereafter, the Company shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


Article
Nine


 


SUPPLEMENTAL INDENTURES


 


Section 9.01         Supplemental
Indentures Without Consent of Holders.


 


Without the consent
of any Holders, the Company, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto for any of the following purposes:


 


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


 


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


 


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


 


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


 


(5)          to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10(b);


 


(6)          to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture and which shall not adversely affect the interest of the Holders of Securities of any series
in any material respect;


 


(7)          to
add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth;


 




    	 	- 35 -	 



     


    

 


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


 


(9)          to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to conform the obligations of
the Company and the Trustee under this Indenture to the obligations imposed on such Persons hereunder pursuant to the Trust Indenture
Act or under any similar federal statute hereafter enacted and rules or regulations of the Commission thereunder;


 


(10)        to
make provisions with respect to the conversion rights of Holders of Convertible Securities; or


 


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


 


Section 9.02         Supplemental
Indentures With Consent of Holders.


 


With the consent of
the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such supplemental Indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby, shall:


 


(1)          change
the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof
or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption
thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.05 (except as contemplated by
Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the
Place of Payment, coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or


 


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


 


(3)          modify
any of the provisions of this section, or Sections 5.12 or 5.13, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby.


 


The Company may, but
shall not be obligated to, fix a record date for the purposes of determining the Persons entitled to consent to any indenture supplemental
hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided,
that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date
which is 90 days after such record date, any such consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.


 




    	 	- 36 -	 



     


    

 


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


 


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


 


Section 9.03         Execution
of Supplemental Indentures.


 


As a condition to executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trust created by this Indenture, the Trustee shall be provided with, and (subject to Section 315 of the Trust Indenture
Act) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture and that it complies with the terms of this Indenture
and that such supplemental indenture is the legal, valid and binding obligation of the Issuer, enforceable against the Company
in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.


 


Section 9.04         Effect
of Supplemental Indentures.


 


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


 


Section 9.05         Conformity
With Trust Indenture Act.


 


Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.06         Reference
in Securities to Supplemental Indentures.


 


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


 


Section 9.07         Subordination
Unimpaired.


 


No supplemental indenture
entered into under this Article Nine shall modify, directly or indirectly, the provisions of Article Thirteen or the
definition of Senior Indebtedness in Section 1.01 or establish a definition of Senior Indebtedness pursuant to Section 3.01(19)
in connection with any series of Securities, in any manner that might alter or impair the subordination of the Securities with
respect to Senior Indebtedness then outstanding, unless each holder of such Senior Indebtedness has consented thereto in writing.


 




    	 	- 37 -	 



     


    

 


Article
Ten


 


COVENANTS


 


Section 10.01         Payment
of Principal, Premium, If Any, 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
premium, if any), interest on or any Additional Amounts payable in respect of the Securities of that series in accordance with
the terms of such series of Securities and this Indenture. Unless otherwise provided with respect to a series of Securities, principal,
premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company, holds as
of 10:00 a.m. New York City time on the due date money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.


 


Section 10.02         Maintenance
of Office or Agency.


 


The Company will maintain
in each Place of Payment for any series of Securities an office or agency where Securities of such series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time
the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, at the
place specified for the purpose pursuant to Section 3.01, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands, provided, however, no service of legal process on the Company may be made
at any office of the Trustee.


 


The Company may also
from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of their obligation to maintain an office or agency in each Place of Payment
for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency. Unless otherwise specified as contemplated
by Section 3.01, the Company hereby designates as the Place of Payment for each series the Corporate Trust Office of the Trustee.


 


Section 10.03         Money
For Securities Payments to Be Held in Trust.


 


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


 


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


 


The Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:


 


(1)          comply
with the provisions of the Trust Indenture Act applicable to it as Paying Agent;


 


(2)          hold
all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;


 


(3)          give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that series; and


 




    	 	- 38 -	 



     


    

 


(4)          at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


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


 


Except as otherwise
provided hereby or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of (and premium, if any) or interest and Additional Amounts on any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense
of the Company cause to be published once, in an English language newspaper of general circulation, published on each Business
Day, in each Place of Payment for such series or to be sent to Holders of Securities for such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication
or delivery nor shall it be later than two years after such principal (and premium, if any) or interest has become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 10.04         Additional
Amounts.


 


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


 


Subject to applicable
unclaimed property laws, except as otherwise provided herein or pursuant hereto, if the Securities of a series provide for the
Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities
(or if the Securities of that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and
premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if
there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company
will furnish the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal (and premium, if any) of or interest
on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding
shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on
such payments to such Holders and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required
by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section.


 




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Section 10.05         Statement
As To Compliance; Notice of Certain Defaults.


 


(a)          The
Company will, in addition to the reports required by Section 7.04, deliver to the Trustee, within 120 days after the end of each
fiscal year (which on the date hereof ends on December 31), commencing December 31, 20[ ], a written statement, which need not
comply with Section 1.02, signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer or an Executive Vice President and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the Company,
stating, as to each signer thereof, that


 


(1)          a
review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision,
and


 


(2)          to
the best of his knowledge, based on such review, (a) the Company has fulfilled all of its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him
and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or
both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to
him and the nature and status thereof.


 


(b)          The
Company will deliver to the Trustee as soon as possible, and in any event, within five days after the occurrence thereof, written
notice of any event which after notice or lapse of time or both would become an Event of Default.


 


Section 10.06         Payment
of Taxes and Other Claims.


 


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


 


Section 10.07         Corporate
Existence.


 


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


 


Section 10.08         Waiver
of Certain Covenants.


 


Except as otherwise
specified as contemplated by Section 3.01 for Securities of such series, the Company may omit in any particular instance to comply
with any term, provision or condition set forth pursuant to Section 3.01(17), or in Section 10.06 or 10.07 with respect to
the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 




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Article
Eleven


 


REDEMPTION OF SECURITIES


 


Section 11.01         Applicability
of Article.


 


Redemption of Securities
of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance
with the terms of such Securities and (except as otherwise provided herein or pursuant hereto or as specified as by Section 3.01)
this Article.


 


Section 11.02         Election
To Redeem; Notice To Trustee.


 


The election of the
Company to redeem any Securities shall be evidenced by Board Resolution or in such other manner specified as contemplated by Section
3.01. In case of any redemption at the election of the Company of the Securities of any series, with the same issue date, interest
rate and Stated Maturity, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed.


 


Section 11.03         Selection
By Trustee of Securities To Be Redeemed.


 


If less than all the
Securities of any series with the same issue date, interest rate, Stated Maturity and other terms are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by lot or such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions of the principal amount of Securities of such series;
provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security of such series
not redeemed to less than the minimum denomination for a Security of such series established herein pursuant hereto.


 


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


 


The Trustee shall promptly
notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


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


 


Section 11.04         Notice
of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 1.06, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed (provided notice may
be given more than 60 days prior to the Redemption Date in connection with a defeasance or the satisfaction and discharge of the
series). Failure to give notice by sending in the manner herein provided to the Holder of any Securities designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Securities or portion thereof.


 


Any notice that is
sent to the Holder of any Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.


 




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All notices of redemption
shall state:


 


(1)         the
Redemption Date,


 


(2)         the
Redemption Price,


 


(3)         if
less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the particular Securities to be redeemed,


 


(4)         in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,


 


(5)         in
the case of Convertible Securities, the Conversion Price then in effect, the date on which the right to convert the principal amount
of the Securities or the portions thereof to be redeemed will terminate and the place or places where such Securities may be surrendered
for conversion,


 


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


 


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


 


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


 


(9)         the
CUSIP number, if any.


 


Notice of redemption
of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by
the Trustee in the name and at the expense of the Company, provided, however, that if delivery is to be made by the Trustee
the Company shall have delivered to the Trustee, at least five Business Days (or such shorter period as may be agreed to by the
Trustee) before notice of redemption is required to be sent the redemption notice and a request for the Trustee to make such delivery.


 


Section 11.05       Deposit
of Redemption Price.


 


On or prior to 10:00
a.m., New York City time on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on that date.


 


If any Convertible
Security or portion thereof called for redemption is converted in accordance with the terms of such Convertible Security, any money
deposited with the Trustee or so segregated and held in trust for the redemption of such Security or portion thereof shall (subject
to any right of the Holder of the Security on a Regular Record Date preceding such conversion to receive interest) be paid to the
Company upon Company Request or, if then held by the Company, shall be discharged from such trust.


 


Section 11.06       Securities
Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company through the Paying Agent at the Redemption Price, together with accrued
interest (or any Additional Amounts) to the Redemption Date; provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the Regular Record Dates according to their terms and the provisions
of Section 3.08.


 




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


 


Section 11.07         Securities
Redeemed in Part.


 


Any Security that is
not a global security which is to be redeemed only in part shall be surrendered at any office or agency of the Company maintained
for that purpose pursuant to Section 10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.


 


Section 11.08         Conversion
Arrangements on Call for Redemption.


 


Notwithstanding anything
to the contrary contained in this Indenture, in connection with any redemption of Convertible Securities of any series, the Company,
by an agreement with one or more investment bankers or other purchasers, may arrange for such purchasers to purchase all such Convertible
Securities called for redemption (the “Called Securities”) which are either (i) surrendered for redemption or
(ii) not duly surrendered for redemption or conversion prior to the close of business on the Redemption Date, and to convert the
same into shares of Common Stock, by the purchasers’ depositing with the Trustee (acting as Paying Agent with respect to
the deposit of such amount and as conversion agent with respect to the conversion of such Called Securities), in trust for the
Holders of the Called Securities, on or prior to the Redemption Date in the manner agreed to by the Company and such purchasers,
an amount sufficient to pay the Redemption Price, payable by the Company on redemption of such Called Securities. In connection
with any such arrangement for purchase and conversion, the Trustee as Paying Agent shall pay on or after the Redemption Date such
amounts so deposited by the purchasers in exchange for Called Securities surrendered for redemption prior to the close of business
on the Redemption Date and for all Called Securities surrendered after such Redemption Date. Notwithstanding anything to the contrary
contained in this Article Eleven, the obligation of the Company to pay the Redemption Price of such Called Securities shall be
satisfied and discharged to the extent such amount is so paid by such purchasers. However, nothing in this Section 11.08 shall
in any way relieve the Company of the obligation to pay such Redemption Price on all Called Securities to the extent such amount
is not so paid by said purchasers. For all purposes of this Indenture, any Called Securities surrendered by the Holders for redemption,
and any Called Securities not duly surrendered for redemption or conversion prior to the close of business on the Redemption Date,
shall be deemed acquired by such purchasers from such Holders and surrendered by such purchasers for conversion and shall in all
respects be deemed to have been converted, all as of immediately prior to the close of business on the Redemption Date, subject
to the deposit by the Purchasers of the above amount as aforesaid. Nothing in this Section 11.08 shall in any way limit the right
of any Holder of a Security to convert his Security pursuant to the terms of this Indenture and of such Security at any time prior
to the close of business on the Redemption Date applicable thereto.


 


Article
Twelve


 


SINKING FUNDS


 


Section 12.01         Applicability
of Article.


 


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


 




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The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by the terms of 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 12.02. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 


Section 12.02         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 such series to be made pursuant to
the terms of such Securities as provided for by the terms of such series (1) deliver Outstanding Securities of such series (other
than any of such Securities previously called for redemption or any of such Securities in respect of which cash shall have been
released to the Company), and (2) apply as a credit Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption 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.


 


Section 12.03         Redemption
of Securities For Sinking Fund.


 


Not less than 90 days
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 12.02, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to
be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 60 days 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 11.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


 


Article
THIRTEEN


 


SUBORDINATION


 


Section 13.01         Securities
Subordinated to Senior Indebtedness.


 


The Company covenants
and agrees, and each Holder of Securities, by its acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced
by the Securities and the payment of the principal of (and premium, if any) and interest on and any Additional Amounts payable
in respect thereof is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment
to the prior payment in full of Senior Indebtedness.


 




    	 	- 44 -	 



     


    

 


Anything in this Indenture
or in the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities shall be subordinate
and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Senior Indebtedness:


 


(1)          In
the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization, arrangement or other
similar proceedings in connection therewith, relative to the Company or to its property, and in the event of any proceedings for
voluntary liquidation, dissolution or other winding-up of the Company, whether or not involving insolvency or bankruptcy, then
the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal, premium and interest on or other
amounts in respect of, all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account
of principal, premium, if any, interest or Additional Amounts upon the Securities, and to that end (but subject to the power of
a court of competent jurisdiction to make other equitable provisions reflecting the rights conferred in the Securities upon Senior
Indebtedness and the Holders thereof with respect to the subordinated indebtedness represented by the Securities and the Holders
hereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled
to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property
or securities, which may be payable or deliverable in any such proceedings in respect of the Securities after giving effect to
any concurrent payment or distribution in respect of such Senior Indebtedness, except securities which are subordinate and junior
in right of payment to the payment of all Senior Indebtedness then outstanding;


 


(2)          In
the event that any Security of any series is declared or otherwise becomes due and payable before its expressed maturity because
of the occurrence of an Event of Default hereunder (under circumstances when the provisions of the foregoing clause (1) or
the following clause (3) shall not be applicable), the holders of Senior Indebtedness outstanding at the time such Security
so becomes due and payable because of such occurrence of an Event of Default hereunder shall, so long as such declaration has not
been rescinded and annulled pursuant to Section 5.02, be entitled to receive payment in full of all principal of, and premium
and interest on or other amounts in respect of, all such Senior Indebtedness before the Holders of the Securities of such series
are entitled to receive any payment on account of principal of, premium, if any, or interest and Additional Amounts on the Securities
of such series. However, nothing herein shall prevent the Holders of Securities from seeking any remedy allowed at law or at equity
so long as any judgment or decree obtained thereby makes provision for enforcing this clause; and


 


(3)          In
the event that any default shall occur and be continuing with respect to any Senior Indebtedness permitting the holders of such
Senior Indebtedness to accelerate the maturity thereof, if either


 


(A)         notice
of such default, in writing or by telegram, shall have been given to the Company and to the Trustee, provided that judicial proceedings
shall be commenced in respect of such default within 180 days in the case of a default in payment of principal or interest and
within 90 days in the case of any other default after the giving of such notice, and provided further that only one such notice
shall be given pursuant to this Section 13.01(3) in any twelve months period, or


 


(B)         judicial
proceedings shall be pending in respect of such default,


 


the Holders of the
Securities and the Trustee for their benefit shall not be entitled to receive any payment on account of principal, premium, if
any, or interest and Additional Amounts thereon (including any such payment which would cause such default) unless payment in full
of all principal of, and premium and interest on or other amounts in respect of, such Senior Indebtedness shall have been made
or provided for. The Trustee, forthwith upon receipt of any notice received by it pursuant to this Section 13.01(3), shall,
as soon as practicable, send a notice thereof to each Holder of Securities at the time outstanding as the names and addresses of
such Holders appear on the Security Register.  In case despite the foregoing provisions, any payment or distribution shall,
in any such event, be paid or delivered to any Holder of the Securities or to the Trustee for their benefit before all Senior Indebtedness
shall have been paid in full, such payment or distribution shall be held in trust for and so paid and delivered to the holders
of Senior Indebtedness (or their duly authorized representatives) until all Senior Indebtedness shall have been paid in full.


 


The Company shall give
written notice to the Trustee within five days after the occurrence of any insolvency, bankruptcy, receivership, liquidation, reorganization,
arrangement or similar proceeding of the Company within the meaning of this Section 13.01. Upon any payment or distribution
of assets of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions of Section 315(a) through
315(b) of the Trust Indenture Act, and the Holders of the Securities shall be entitled to rely upon a certificate of the trustee
in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen.


 




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The Trustee shall be
entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee or agent on behalf of any such holder). In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Section 13.01, the Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person
is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under
this Section 13.01, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.


 


Section 13.02         Subrogation.


 


Subject to the payment
in full of all Senior Indebtedness to which the indebtedness evidenced by the Securities is in the circumstances subordinated as
provided in Section 13.01, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until
all amounts owing on the Securities shall be paid in full. As between the Company, its creditors other than holders of such Senior
Indebtedness, and the Holders of the Securities, no such payment or distribution made to the holders of such Senior Indebtedness
by virtue of this Article Thirteen which otherwise would have been made to the Holders of the Securities shall be deemed to
be a payment by the Company on account of such Senior Indebtedness, it being understood that the provisions of this Article Thirteen
are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand, and
the holders of the Senior Indebtedness, on the other hand.


 


Section 13.03         Obligation
of Company Unconditional.


 


Nothing contained in
this Article Thirteen or elsewhere in this Indenture or in the Securities,


 


(1)          is
intended to or shall impair as between its creditors other than the holders of Senior Indebtedness and the Holders of the Securities,
the obligation of the Company which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any), interest on, or any Additional Amounts with respect to, the Securities as and when the same shall become due
and payable in accordance with their terms,


 


(2)          is
intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders
of Senior Indebtedness, or


 


(3)          prevents
the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Thirteen of the holders of Senior Indebtedness in respect
of cash, property or securities of the Company received upon the exercise of any such remedy.


 


Upon any payment or
distribution of assets of the Company referred to in this Article Thirteen, the Trustee and the Holders of the Securities
shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding
up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee
in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment
or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company the
amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen


 




    	 	- 46 -	 



     


    

 


Section 13.04         Payment
on Securities Permitted.


 


Nothing contained in
this Article Thirteen or elsewhere in this Indenture, or in any of the Securities, shall affect the obligation of the Company
to make, or prevent the Company from making payment of the principal of (or premium, if any), interest or any Additional Amounts
on the Securities in accordance with the provisions hereof and thereof, except as otherwise provided in this Article Thirteen.


 


Section 13.05         Effectuation
of Subordination by Trustee.


 


Each Holder of Securities,
by his or her acceptance thereof, authorizes and directs the Trustee in his or her behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article Thirteen and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.


 


Section 13.06         Knowledge
of Trustee.


 


Notwithstanding the
provisions of this Article Thirteen or any other provisions of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee, or the taking of any
other action by the Trustee, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from
the Company, any Holder of the Securities, any paying agent of the Company or the holder or representative of any class of Senior
Indebtedness.


 


Section 13.07         Trustee’s
Relation to Senior Indebtedness.


 


Except as otherwise
provided in the Trust Indenture Act, the Trustee shall be entitled to all the rights set forth in this Article Thirteen with
respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Indenture or
in the Securities of any series, nothing in this Article Thirteen shall apply to or limit claims of or payment to the Trustee
under or pursuant to Sections 5.06 and 6.07.


 


With respect to holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically
set forth in this Article Thirteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver
to Holders, the Company or any other Person monies or assets to which any holder of Senior Indebtedness shall be entitled by virtue
of this Article Thirteen or otherwise.


 


No recourse may be
taken with respect to the obligations of the Issuer or the Trustee against the Trustee in its individual capacity.


 


Section 13.08         Rights
of Holders of Senior Indebtedness Not Impaired.


 


No right of any present
or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any non-compliance by the Company with the terms, provisions
or covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


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


 




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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.


 


	 	SELECT BANCORP, INC.
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[     ], not in its individual capacity but solely as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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