Exhibit 4.1


 


FOSSIL GROUP, INC.


 


and


 


THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee


 


SENIOR INDENTURE


 


Dated as of     , 2021


 


SENIOR DEBT SECURITIES


 






     


     


    

 





TABLE OF CONTENTS


  


	 	Page
	 	 
	Article I. Definitions and Incorporation by Reference	1
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	6
	Section 1.03	Incorporation by Reference of Trust Indenture Act	6
	Section 1.04	Rules of Construction	6
	 	 	 
	Article II. The Securities	7
	Section 2.01	Form, Dating and Terms	7
	Section 2.02	Denominations	10
	Section 2.03	Forms Generally	10
	Section 2.04	Execution, Authentication, Delivery and Dating	11
	Section 2.05	Registrar and Paying Agent	13
	Section 2.06	Paying Agent to Hold Money in Trust	13
	Section 2.07	Holder Lists	13
	Section 2.08	Transfer and Exchange	14
	Section 2.09	Mutilated, Destroyed, Lost or Wrongfully Taken Securities	14
	Section 2.10	Outstanding Securities	15
	Section 2.11	Cancellation	16
	Section 2.12	Payment of Interest; Defaulted Interest	16
	Section 2.13	Temporary Securities	17
	Section 2.14	Persons Deemed Owners	17
	Section 2.15	Computation of Interest	17
	Section 2.16	Global Securities; Book-Entry Provisions	18
	Section 2.17	CUSIP Numbers, Etc.	20
	Section 2.18	Original Issue Discount and Foreign-Currency Denominated Securities	20
	 	 	 
	Article III. Covenants	20
	Section 3.01	Payment of Securities	20
	Section 3.02	Reports	21
	Section 3.03	Maintenance of Office or Agency	21
	Section 3.04	Corporate Existence	21
	Section 3.05	Compliance Certificate	21
	Section 3.06	Statement by Officers as to Default	22
	Section 3.07	Additional Amounts	22
	Section 3.08	Calculation of Original Issue Discount	22
	 	 	 
	Article IV. Successors	23
	Section 4.01	Consolidation, Merger or Sale of Assets	23
	 	 	 
	Article V. Redemption of Securities	23
	Section 5.01	Applicability of Article	23
	Section 5.02	Election to Redeem; Notice to Trustee	23
	Section 5.03	Selection by Trustee of Securities to Be Redeemed	24
	Section 5.04	Notice of Redemption	24
	Section 5.05	Deposit of Redemption Price	25
	Section 5.06	Securities Payable on Redemption Date	25
	Section 5.07	Securities Redeemed in Part	25



 






     


     


    

 


	 	Page
	 	 
	Article VI. Defaults and Remedies	26
	Section 6.01	Events of Default	26
	Section 6.02	Acceleration	27
	Section 6.03	Other Remedies	28
	Section 6.04	Waiver of Past Defaults	28
	Section 6.05	Control by Majority	28
	Section 6.06	Limitation on Suits	29
	Section 6.07	Rights of Holders to Receive Payment	29
	Section 6.08	Collection Suit by Trustee	29
	Section 6.09	Trustee May File Proofs of Claim	29
	Section 6.10	Priorities	30
	Section 6.11	Undertaking for Costs	30
	 	 	 
	Article VII. Trustee	31
	Section 7.01	Duties of Trustee	31
	Section 7.02	Rights of Trustee	32
	Section 7.03	Individual Rights of Trustee	34
	Section 7.04	Trustee’s Disclaimer	34
	Section 7.05	Notice of Defaults	34
	Section 7.06	Reports by Trustee to Holders	34
	Section 7.07	Compensation and Indemnity	35
	Section 7.08	Replacement of Trustee	35
	Section 7.09	Successor Trustee by Merger	37
	Section 7.10	Eligibility; Disqualification	37
	Section 7.11	Preferential Collection of Claims Against Company	38
	 	 	 
	Article VIII. Legal Defeasance and Covenant Defeasance	38
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	38
	Section 8.02	Legal Defeasance and Discharge	38
	Section 8.03	Covenant Defeasance	39
	Section 8.04	Conditions to Legal or Covenant Defeasance	39
	Section 8.05	Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions	40
	Section 8.06	Repayment to Company	41
	Section 8.07	Reinstatement	41
	 	 	 
	Article IX. Amendments	41
	Section 9.01	Without Consent of Holders	41
	Section 9.02	With Consent of Holders	43
	Section 9.03	Compliance with Trust Indenture Act	44
	Section 9.04	Revocation and Effect of Consents and Waivers	44
	Section 9.05	Notation on or Exchange of Securities	45
	Section 9.06	Trustee To Sign Amendments	45



 






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	 	Page
	 	 
	Article X. Satisfaction and Discharge	45
	Section 10.01	Satisfaction and Discharge	45
	Section 10.02	Application of Trust Money	47
	 	 	 
	Article XI. Miscellaneous	47
	Section 11.01	Trust Indenture Act Controls	47
	Section 11.02	Notices	47
	Section 11.03	Communication by Holders with other Holders	48
	Section 11.04	Certificate and Opinion as to Conditions Precedent	48
	Section 11.05	Statements Required in Certificate or Opinion	48
	Section 11.06	Form
of Documents Delivered to Trustee	49
	Section 11.07	When Securities Disregarded	49
	Section 11.08	Rules by Trustee, Paying Agent and Registrar	49
	Section 11.09	Legal Holidays	49
	Section 11.10	Governing Law; Waiver of Jury Trial; Submission to Jurisdiction	50
	Section 11.11	No Recourse Against Others	50
	Section 11.12	Successors	50
	Section 11.13	Multiple Originals	50
	Section 11.14	Severability	51
	Section 11.15	No Adverse Interpretation of Other Agreements	51
	Section 11.16	Table of Contents; Headings	51
	Section 11.17	Force Majeure	52
	Section 11.18	USA PATRIOT ACT	52
	Section 11.19	Electronic Means	52


 






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Fossil Group, Inc.


 


CROSS-REFERENCE TABLE


 


Reconciliation and tie between
Trust Indenture Act of 1939 and Indenture


 


	 	TIA Section	Indenture Section
	 	310	(a)	7.10
	 	 	(b)	7.08; 7.10
	 	 	(c)	N.A.
	 	311	(a)	7.11
	 	 	(b)	7.11
	 	 	(c)	N.A.
	 	312	(a)	N.A.
	 	 	(b)	12.03
	 	 	(c)	12.03
	 	313	(a)	7.06
	 	 	(b)	7.06
	 	 	(c)	7.06
	 	 	(d)	N.A.
	 	314	(a)	3.02; 3.05
	 	 	(b)	N.A.
	 	 	(c)	11.05
	 	 	(d)	N.A.
	 	 	(e)	11.04
	 	 	(f)	N.A.
	 	315	(a)	7.01
	 	 	(b)	7.05
	 	 	(c)	7.01
	 	 	(d)	7.01
	 	 	(e)	6.11
	 	316	(a) (last sentence)	11.07
	 	 	(a)(1)(A)	6.05
	 	 	(a)(1)(B)	6.04
	 	 	(a)(2)	9.02
	 	 	(b)	6.07
	 	317	(a)(1)	6.08
	 	 	(a)(2)	6.09
	 	 	(b)	2.06
	 	318	(a)	11.01



 


N.A. Means Not Applicable.


Note: This Cross-Reference Table shall not, for
any purposes, be deemed to be part of this Indenture.


 






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SENIOR INDENTURE


 


THIS SENIOR INDENTURE, dated
as of [●], 2021, is entered into by and between Fossil Group, Inc., a Delaware corporation (the “Company”),
and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company
may from time to time duly authorize the issue of its unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the “Securities”) up to such principal amount or amounts as may from time to time
be authorized in accordance with the terms of this Indenture;


 


WHEREAS, the Company
has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and


 


WHEREAS, all things
necessary to make this Indenture a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE, in
consideration of the premises and the purchases of the Securities by the Holders thereof, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:


 


Article I.

Definitions and Incorporation by Reference


 


Section 1.01       
Definitions.


 


“Additional Amounts”
means any additional amounts required by the express terms of a Security or by or pursuant to a Board Resolution of the Company, under
circumstances specified therein or pursuant thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental
charges imposed on certain Holders and that are owing to those Holders.


 


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


 


“Agent”
means any Registrar, Paying Agent, co-registrar or transfer agent.


 


“Bankruptcy Law”
means Title 11, United States Code or any similar Federal or state law for the relief of debtors.


 









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“Board of Directors”
means:


 


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


 


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


 


(3)              
with respect to a limited liability company, the manager, managers, managing member or members or any controlling committee of
managers or managing members thereof, as the case may be; and


 


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


 


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


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which Federal or State banking institutions in the Borough of Manhattan, The
City of New York, or in the city where the office or agency for payment on the Securities of the applicable series is maintained, are
authorized or obligated by law, executive order or regulation to close.


 


“Capital Stock”
means:


 


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


 


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


 


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


 


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


 


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


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
has the meaning ascribed to it in the first introductory paragraph of this Indenture, subject to Article IV of this Indenture.


 


“Company Order”
and “Company Request” mean, respectively, a written order or request signed in the name of the Company by two
Officers of the Company, and delivered to the Trustee.


 









    2


     


    

 


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business in Los Angeles, California
shall be principally administered, which office as of the date of this instrument is located at its address specified in Section 11.02,
except that with respect to presentation of Securities for payment or for registration of transfer, conversion or exchange, such term
shall mean the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted, which
office at the date of this instrument is located at 2001 Bryan Street, 10th Floor, Dallas, Texas 75201; Attention: Corporate
Trust Division - Transfers, or, in the case of any of such offices or agency, such other address as the Trustee may designate from time
to time by notice to the Company.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


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


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person specified pursuant
to Section 2.01 hereof as the initial Depositary with respect to the Securities of that series, until a successor shall have
been appointed and become such pursuant to the applicable provision of this Indenture, and thereafter “Depositary” shall
mean or include that successor.


 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time
shall be legal tender for the payment of public and private debt.


 


“DTC”
means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter
appointed by the Company.


 


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


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States.


 


“Global Securities”
of any series means a Security of that series that is issued in global form in the name of the Depositary with respect thereto or its
nominee.


 


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


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect,
in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well,
to maintain financial statement conditions or otherwise), or entered into for purposes of assuring in any other manner the obligee of
such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part).


 









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


 


“Indenture”
means this Senior Indenture as amended or supplemented from time to time by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.
The term “Indenture” shall also include the terms of any particular series of Securities established as
contemplated by Section 2.01.


 


“Interest Payment
Date,” when used with respect to any Security, shall have the meaning assigned to that term in the Security as contemplated
by Section 2.01.


 


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


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any indebtedness.


 


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


 


“Officers’
Certificate” means a certificate signed by two Officers, at least one of whom shall be the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, or the comptroller, that contains the statements
required by Section 11.04 (if applicable) and Section 11.05 and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company, and who shall be reasonably acceptable to the Trustee, that contains
the statements required by Section 11.04 (if applicable) and Section 11.05.


 


“Original Issue
Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and
payable on a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.


 


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


 


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


 









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“Redemption Price”
means, with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture and the terms
of such Security.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
has the meaning ascribed to it in the second introductory paragraph of this Indenture.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Security Custodian”
means, with respect to Securities of a series issued in global form, the Trustee for Securities of that series, as custodian with respect
to the Securities of that series, or any successor entity thereto.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of indebtedness, the date on which the payment of interest
or principal was scheduled to be paid in the documentation governing such indebtedness, and will not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary”
of any specified Person means any Person of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by
such Person or by one or more other Subsidiaries of such Person.


 


“TIA”
or “Trust Indenture Act,” except as otherwise provided in Section 9.03, means the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa through 77bbbb), as in effect on the date hereof.


 


“Trust Officer”
shall mean, with respect to the Trustee, any officer assigned to the Corporate Trust Division - Corporate Finance Unit (or any successor
division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration
of this Indenture, and for the purposes of Section 7.01(c)(ii) shall also include any other officer of the Trustee to whom
any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Trustee”
means the Person named in the first introductory paragraph of this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture, and thereafter “Trustee” means each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any
series means the Trustee with respect to Securities of that series.


 


“United States
Alien” 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.


 









    5


     


    

 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time then outstanding and is normally entitled
(without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.


 


Section 1.02       
Other Definitions.


 


	Term
	 	Defined
    in Section

	“Agent Members”	 	Section 2.16
	“Corporate Trust Office”	 	Section 3.03
	“Covenant Defeasance”	 	Section 8.03
	“Defaulted Interest”	 	Section 2.12
	“Event of Default”	 	Section 6.01
	“Exchange Rate”	 	Section 2.18
	“Legal Defeasance”	 	Section 8.02
	“Legal Holiday”	 	Section 11.08
	“Patriot Act”	 	Section 11.18
	“Paying Agent”	 	Section 2.05
	“protected purchaser”	 	Section 2.09
	“Register”	 	Section 2.05
	“Registrar”	 	Section 2.05
	“Special Interest Payment
    Date”	 	Section 2.12(a)
	“Special Record Date”	 	Section 2.12(a)
	“Surviving Entity”	 	Section 4.01(a)


 


Section 1.03       
Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the provisions of the TIA, which are incorporated
by reference in and made a part of this Indenture. The following TIA terms have the following meanings:


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities.


 


“indenture security
holder” means a Holder of a Security.


 


“indenture to
be qualified” means this Indenture.


 


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


 


“obligor”
on any series of Securities means the Company and any other obligor on such series of Securities.


 


All other TIA terms used
in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rules promulgated
under the TIA have the meanings assigned to them by such definitions.


 


Section 1.04       
Rules of Construction. Unless the context otherwise requires:


 


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


 









    6


     


    

 


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


 


(c)              
“or” is not exclusive;


 


(d)              
“including” means including without limitation;


 


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


 


(f)               
the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof
that would be shown on a balance sheet of the Company dated such date prepared in accordance with GAAP; and


 


(g)              
provisions apply to successive events and transactions.


 


Article II.

The Securities


 


Section 2.01       
Form, Dating and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this
Indenture is unlimited.


 


The Securities may be issued
in one or more series. There shall be established in or pursuant to a Board Resolution of the Company, and set forth, or determined in
the manner provided, in an Officers’ Certificate of the Company or in a Company Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:


 


(a)              
the title of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all other
series);


 


(b)              
if there is to be a limit, the limit upon the aggregate principal amount of the Securities of the series that may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.08, Section 2.09, Section 2.13,
Section 2.16, Section 5.07 or Section 9.05 and except for any Securities that, pursuant to Section 2.04
or Section 2.16, are deemed never to have been authenticated and delivered hereunder); provided, however,
that unless otherwise provided in the terms of the series, the authorized aggregate principal amount of such series may be increased
before or after the issuance of any Securities of the series by a Board Resolution (or action pursuant to a Board Resolution) of the
Company to such effect;


 


(c)              
whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series
are to be issuable in permanent global form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests in
any such Global Security may exchange such interests 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 provided in Section 2.16, and
the initial Depositary and Security Custodian, if any, for any Global Security or Securities of such series;


 









    7


     


    

 


(d)              
 the manner in which any interest payable on a temporary Global Security on any Interest Payment Date will be paid if other than
in the manner provided in Section 2.12;


 


(e)              
the date or dates on which the principal of and premium (if any) on the Securities of the series is payable or the method of determination
thereof;


 


(f)               
the rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any,
whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the record date for the interest payable
on any Securities on any Interest Payment Date, or if other than provided herein, the Person to whom any interest on Securities of the
series shall be payable;


 


(g)              
the place or places where, subject to the provisions of Section 3.03, the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of the series shall be payable;


 


(h)              
the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the
terms and conditions upon which Securities of the series may be redeemed or repurchased, in whole or in part, at the option of the Company,
if the Company is to have that option, including the redemption or repurchase price or prices, and the manner in which the Company must
exercise any such option, if different from those set forth herein;


 


(i)                
the obligation, if any, of the Company to redeem, purchase, repurchase or repay Securities of the series pursuant to any sinking
fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the series shall be redeemed,
purchased, repurchased or repaid in whole or in part pursuant to such obligation;


 


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


 


(k)              
if other than Dollars, the currency or currencies (including composite currencies) or the form, including equity securities, other
debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, in which payment
of the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of the series shall be
payable;


 


(l)                
if the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of the series are
to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other
than that in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment
of the principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series as to which
such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;


 









    8


     


    

 


(m)            
 if the amount of payments of principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities
of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index
or formula, the manner in which such amounts shall be determined;


 


(n)              
if other than the entire principal amount thereof, the portion of the principal amount of Securities of the series that shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02;


 


(o)              
any additional means of satisfaction and discharge of this Indenture and any additional conditions or limitations to defeasance
or discharge with respect to Securities of the series pursuant to Article VIII or Article X or any modifications
of or deletions from such conditions or limitations;


 


(p)              
any deletions or modifications of or additions to the covenants of the Company set forth in Article III or otherwise
in this Indenture pertaining to the Securities of the series;


 


(q)              
any deletions or modifications of or additions to the Events of Default set forth in Section 6.01 pertaining to the
Securities of the series;


 


(r)               
any deletions or modifications of or additions to the provisions of Section 6.02 through Section 6.11
pertaining to the Securities of the series;


 


(s)               
the terms and conditions, if any, upon which the Securities of the series shall be subordinated, in right of payment or otherwise,
to any other indebtedness or other obligations of the Company or any guarantor of the Securities of the series;


 


(t)                
any restrictions or other provisions with respect to the transfer or exchange of Securities of the series, which may amend, supplement,
modify or supersede those contained in this Article II;


 


(u)              
if the Securities of the series are to be convertible into or exchangeable for other debt securities (including Securities) or
any other securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence
of any condition or event, the terms and conditions for such conversion or exchange;


 


(v)              
if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 8.02
or Section 8.03 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either
or both such Sections, any provisions to permit a pledge of obligations other than Government Securities (or the establishment of other
arrangements) to satisfy the requirements of Section 8.04(a) for defeasance of such Securities and, if other than by a Board
Resolution of the Company, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(w)            
the terms and conditions upon which Guarantees, if any, are to be provided with respect to the Securities of the series, and the
names of, or the method of determination or identification of, the Persons providing such Guarantees;


 









    9


     


    

 


(x)              
 the priority and kind of any lien securing the Securities of the series and a brief identification of the properties subject
to such lien or the method of determination or identification of such properties;


 


(y)              
any trustees, authenticating agents, Paying Agents, Registrars, Depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents pertaining to the Securities of the series; and


 


(z)              
any other terms of the Securities of the series (which terms shall not be prohibited by the provisions of this Indenture).


 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’
Certificate or Company Order referred to above or in any such indenture supplemental hereto. All Securities of any one series need not
be issued at the same time, and a series may be reopened, without the consent of the Holders, for issuances of additional Securities
of that series except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 2.03)
set forth, or determined in the manner provided, in the Officers’ Certificate or Company Order referred to above or in any such
indenture supplemental hereto.


 


If any of the terms of the
series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action, together with
such Board Resolution, shall be set forth in an Officers’ Certificate or certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or Company Order setting forth
the terms of the series.


 


Section 2.02       
Denominations. The Securities of each series shall be issuable in such denominations as shall be specified as contemplated
by Section 2.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and any integral multiple of $1,000 in excess thereof.


 


Section 2.03       
Forms Generally. The Securities of each series shall be in fully registered form and in substantially such form or forms
(including temporary or permanent global form) established by or pursuant to a Board Resolution of the Company or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements required by law, securities exchange rules, the Company’s
certificate of incorporation, bylaws or other similar governing documents, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable to the Company). A copy of such Board Resolution establishing
the form or forms of Securities of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 2.04 for the authentication and delivery of such Securities.


 


The definitive Securities
of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the Officers executing such Securities, as evidenced by their execution thereof.


 






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The Trustee’s certificate
of authentication shall be in substantially the following form:


 


“CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


  


	 	The Bank of New York Mellon Trust Company,
N.A., as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


Section 2.04       
Execution, Authentication, Delivery and Dating. Two Officers of the Company shall sign the Securities on behalf of
the Company by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.


 


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


 


A Security shall not be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual or PDF or other electronically
imaged (such as DocuSign or Adobe Sign) signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence
that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company delivers such Security to the Trustee for cancellation as
provided in Section 2.11, together with a written statement (which need not comply with Section 11.05 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.


 


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 the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order
for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by Company Order. Such order shall specify the principal amount of the Securities to be authenticated, the date on which
the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the
Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication
and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the
Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) authentication
and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly
confirmed in writing.


 






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If the form or terms of the
Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01,
in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall receive (in addition to the Company Order referred to above and the other documents required by Section 11.04)
and (subject to Section 7.01) shall be fully protected in conclusively relying upon:


 


(a)              
an Officers’ Certificate of the Company setting forth the Board Resolution and, if applicable, an appropriate record of any
action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and


 


(b)              
an Opinion of Counsel to the effect that:


 


(i)                
the form of such Securities has been established in conformity with the provisions of this Indenture;


 


(ii)             
the terms of such Securities have been established in conformity with the provisions of this Indenture; and


 


(iii)           
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally,
and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law).


 


Such Opinion of Counsel may be subject to other
then-customary assumptions, exceptions, limitations and qualifications.


 


If all the Securities of any
series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at
the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before
the time of issuance of the first Security of the series to be issued.


 


The Trustee shall not be required
to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a manner not acceptable to the Trustee.


 


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


 


Each Security shall be dated
the date of its authentication.


 






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Section 2.05       Registrar
and Paying Agent. The Company shall maintain an office or agency for each series of Securities where Securities of such series may be
presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where
Securities of such series may be presented for payment (the “Paying Agent”). The Company shall cause each
of the Registrar and the Paying Agent to maintain an office or agency in the United States of America. The Registrar shall keep a register
of the Securities and of their transfer and exchange (the “Register”). The Company may have one or more
co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional
paying agent.


 


The Company shall enter into
an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate
the applicable terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company
shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company
or any of its Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.


 


The Company initially appoints
the Trustee as Registrar and Paying Agent for the Securities.


 


Section 2.06       
Paying Agent to Hold Money in Trust. By no later than 10:00 a.m. (New York City time) on the date on which any amount
or Additional Amounts, if any, in respect of any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient
in immediately available funds to pay such amount or Additional Amounts, if any, when due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the applicable Holders or the
Trustee all money held by such Paying Agent for the payment of such amount and Additional Amounts, if any, on the applicable Securities
and shall notify the Trustee in writing of any default by the Company in making any such payment. If the Company or a Subsidiary acts
as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time
may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed
by such Paying Agent. Upon complying with this Section 2.06, the Paying Agent (if other than the Company or a Subsidiary)
shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with
respect to the Company, the Trustee shall serve as Paying Agent for the Securities.


 


Section 2.07       
Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders. If the Trustee is not the Registrar with respect to a series of Securities, or to the extent
otherwise required under the TIA, the Company shall furnish to the Trustee, in writing at least five Business Days before each Interest
Payment Date with respect to such series of Securities and at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and addresses of Holders of such series.


 






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Section 2.08          Transfer
and Exchange. Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.01, when
Securities of any series are presented to the Registrar with the request to register the transfer of those Securities or to exchange
those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations,
the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this
Indenture for those transactions are met; provided, however, that the Securities presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably
satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.


 


To permit registrations of
transfers and exchanges, the Company shall execute Securities and the Trustee shall authenticate such Securities at the Registrar’s
written request and submission of the Securities (other than Global Securities). No service charge shall be made to a Holder for any registration
of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental
charge payable on exchanges pursuant to Section 2.13, Section 5.07 or Section 9.05). The Trustee shall
authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture
to the contrary, the Company shall not be required to register the transfer or exchange of (a) any Security selected for redemption
in whole or in part pursuant to Article V, except the unredeemed portion of any Security being redeemed in part or (b) any
Security during the period beginning 15 days before the giving of notice of any offer to repurchase Securities of the series required
pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date
of giving of such notice.


 


None of the Company, the Trustee, the Paying Agent
and the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
between or among DTC participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


Section 2.09          Mutilated,
Destroyed, Lost or Wrongfully Taken Securities. If a mutilated  Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Security with respect to such series if the requirements of  Section 8-405 of the Uniform Commercial
Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has
notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such
notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as
defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”), and (c) satisfies
any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the  judgment of the
Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
which any of them may suffer if a Security is replaced,  and, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a protected purchaser, the Company shall execute and, upon a Company Order, the Trustee shall
authenticate and make available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or
wrongfully taken Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously
outstanding.


 






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


 


Upon the issuance of any new
Security under this Section 2.09, 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) in connection therewith.


 


Every new Security issued
pursuant to this Section 2.09 in lieu of any mutilated, destroyed, lost or wrongfully taken Security shall constitute an original
additional contractual obligation of the Company and any other obligor upon the Securities of such series, whether or not the mutilated,
destroyed, lost or wrongfully taken Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder.


 


The provisions of this Section 2.09
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 wrongfully taken Securities.


 


Section 2.10       
Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.09 and those described
in this Section 2.10 as not outstanding. A Security ceases to be outstanding in the event the Company or a Subsidiary of the
Company holds the Security; provided, however, that for purposes of determining which Securities are outstanding for consent
or voting purposes hereunder, the provisions of Section 11.06 shall apply.


 


If a Security is replaced
pursuant to Section 2.09, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them
that the replaced Security is held by a protected purchaser.


 


If the Paying Agent segregates
and holds in trust, in accordance with this Indenture, on a Redemption Date, repurchase date or maturity date money sufficient to pay
all amounts and Additional Amounts, if any, payable on that date with respect to the Securities (or portions thereof) to be redeemed,
repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and
interest on them ceases to accrue.


 






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Section 2.11        Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Securities in
accordance with its internal policies. The Company may not issue new Securities to replace Securities it has paid or delivered to
the Trustee for cancellation for any reason other than in connection with a transfer or exchange.


 


Section 2.12       
Payment of Interest; Defaulted Interest. Unless otherwise provided as contemplated by Section 2.01 with
respect to the Securities of any series, interest and Additional Amounts, if any, on any Security of such series 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 such Security (or one
or more predecessor Securities) is registered at the close of business on the regular record date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 2.05.


 


Unless otherwise provided
as contemplated by Section 2.01 with respect to the Securities of any series, any interest and Additional Amounts, if any,
on any Security of such series which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for
a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to
the extent lawful) interest on such defaulted interest at the rate provided for in the Securities therefor (such defaulted interest and
interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:


 


(a)              
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective
predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date (not less than 30 days after such notice) of the proposed payment (the “Special
Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record
Date”) for the payment of such Defaulted Interest, which date shall be not more than 15 days and not less than 10 days prior
to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date, and 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 and Special Interest Payment Date therefor to be
given in the manner provided for in Section 11.02, 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 and Special Interest Payment Date therefor having been so given,
such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the 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 (b).


 






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(b)              
 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 the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.


 


Subject to the foregoing provisions
of this Section 2.12, 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 and Additional Amounts, if any, each as accrued and unpaid, and to accrue,
which were carried by such other Security.


 


Section 2.13       
Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities of such series. Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.


 


Section 2.14       
Persons Deemed Owners. The Company, the Trustee, any Agent and any authenticating agent may treat the Person in whose
name any Security is registered as the owner of that Security for the purpose of receiving payments of principal of, premium (if any)
or interest on, or any Additional Amounts with respect to, that Security and for all other purposes. None of the Company, the Trustee,
any Agent or any authenticating agent shall be affected by any notice to the contrary.


 


Section 2.15       
Computation of Interest. Except as otherwise provided as contemplated by Section 2.01 with respect to
the Securities of any series, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.


 






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Section 2.16        Global
Securities; Book-Entry Provisions. If Securities of a series are issuable in global form as a Global Security, as contemplated
by Section 2.01, then, notwithstanding Section 2.01(j) and the provisions of Section 2.02, any
such Global Security shall represent those of the outstanding Securities of that series as shall be specified therein and may
provide that it shall represent the aggregate amount of outstanding Securities of that series from time to time endorsed thereon and
that the aggregate amount of outstanding Securities of that series represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, transfers or redemptions. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of outstanding Securities of that series represented thereby shall be made by the
Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified in that Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with written
instructions or such other written form of instructions as is customary for the Depositary for that Security, from that Depositary
or its nominee on behalf of any Person having a beneficial interest in that Global Security. Subject to the provisions of Section 2.04
and, if applicable, Section 2.13, 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 in that Security or in the applicable Company Order. With
respect to the Securities of any series that are represented by a Global Security, the Company authorizes the execution and delivery
by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the
Depositary appointed with respect to that Global Security. Any Global Security may be deposited with the Depositary or its nominee,
or may remain in the custody of the Trustee or the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or
similar agreement between the Trustee and the Depositary. If a Company Order has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing
but need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel.


 


Members of, or participants
in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee or the Security Custodian as its custodian, or under that Global Security, and
the Depositary may be treated by the Company, the Trustee or the Security Custodian and any agent of the Company, the Trustee or the Security
Custodian as the absolute owner of that Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered
Holder of a Global Security of any series may grant proxies and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action that a Holder of Securities of that series is entitled to take under this
Indenture or the Securities of that series and (ii) nothing herein shall prevent the Company, the Trustee or the Security Custodian
or any agent of the Company, the Trustee, or the Security Custodian from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a beneficial owner of any Security.


 


Notwithstanding Section 2.08,
and except as otherwise provided pursuant to Section 2.01, transfers of a Global Security shall be limited to transfers of
that Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial
owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series
shall be transferred to all beneficial owners of a Global Security of that series in exchange for their beneficial interests in that Global
Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as depositary
for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary
is required to be so registered in order to act as depositary, and, in either case, a successor depositary is not appointed by the Company
within 90 days of such notice, (2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance
of definitive Securities or (3) a Default or Event of Default has occurred and is continuing with respect to the Securities and the
Trustee shall have so requested.


 


In connection with any transfer
of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to this Section 2.16, the Registrar
shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the
principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee on
receipt of a Company Order for the authentication and delivery of Securities shall authenticate and deliver, one or more Securities of
the same series of like tenor and amount.


 






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In connection with the transfer
of all the beneficial interests in a Global Security of any series to beneficial owners pursuant to this Section 2.16, the
Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global
Security, an equal aggregate principal amount of Securities of that series of authorized denominations.


 


None of the Company, the Trustee,
the Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made
on account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to those
Securities, or for any other actions taken or not taken by the Depositary. None of the Company, the Trustee, the Paying Agent or the Registrar
shall be liable for any delay by the related Global Security Holder or the Depositary in identifying the beneficial owners, and each such
Person may conclusively rely on, and shall be protected in relying on, instructions from that Global Security Holder or the Depositary
for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to
be issued).


 


The Company, the Trustee,
the Paying Agent and Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered
Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal,
premium, if any, and interest and Additional Amounts, if any, and the giving of instructions or directions by or to the owner or holder
of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to
the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent and the Registrar shall have any responsibility or liability
for any acts or omissions of the Depositary with respect to such Global Security, for the records of such Depositary, including records
in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any
Agent Member or between or among the Depositary, any such Agent Member or any holder or owner of a beneficial interest in such Global
Security, or for any transfers of beneficial interests in any such Global Security.


 


The provisions of the last
sentence of the third paragraph of Section 2.04 shall apply to any Global Security if that Global Security was never issued
and sold by the Company and the Company delivers to the Trustee the Global Security together with written instructions (which need not
comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) with regard to the cancellation or reduction
in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the
third paragraph of Section 2.04.


 


Notwithstanding the provisions
of Section 2.03 and Section 2.12, unless otherwise specified as contemplated by Section 2.01 with
respect to Securities of any series, payment of principal of and premium (if any) and interest on and any Additional Amounts with respect
to any Global Security shall be made to the Person or Persons specified therein.


 






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Section 2.17        CUSIP
Numbers, Etc. The Company in issuing the Securities of any series may use CUSIP, ISIN, Common Code or other similar numbers (if
then generally in use) and, if so, the Trustee shall use CUSIP, ISIN, Common Code or other similar numbers in notices of redemption
as a convenience to Holders of Securities of such series; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities of such series or as contained in
any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of
such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly
notify the Trustee in writing of any change in the CUSIP, ISIN, Common Code or other similar numbers.


 


Section 2.18       
Original Issue Discount and Foreign-Currency Denominated Securities. In determining whether the Holders of the required
principal amount of outstanding Securities have concurred in any direction, amendment, supplement, waiver or consent, unless otherwise
provided as contemplated by Section 2.01 with respect to the Securities of any series, (a) the principal amount of an
Original Issue Discount Security of such series shall be the principal amount thereof that would be due and payable as of the date of
that determination upon acceleration of the Maturity thereof pursuant to Section 6.02, and (b) the principal amount of
a Security of such series denominated in a foreign currency shall be the Dollar equivalent, as determined by the Company by reference
to the noon buying rate in The City of New York for cable transfers for that currency, as that rate is certified for customs purposes
by the Federal Reserve Bank of New York (the “Exchange Rate”) on the date of original issuance of that
Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent, as determined by the
Company by reference to the Exchange Rate on the date of original issuance of that Security, of the amount determined as provided in (a) above),
of that Security.


 


Article III.

Covenants


 


Section 3.01       
Payment of Securities. The Company shall promptly pay the principal of, premium, if any, on, and interest and Additional
Amounts, if any, on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal, premium,
if any, interest and Additional Amounts, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture immediately available funds sufficient to pay all principal, premium and interest and Additional
Amounts, if any, then due and the Trustee or Paying Agent, as the case may be, is not prohibited from paying money to the Holders on that
date pursuant to the terms of this Indenture.


 


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


 


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


 






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Section 3.02       
Reports. So long as the Securities of any series are outstanding, the Company shall:


 


(a)              
 furnish to the Trustee, within 15 days after the Company files the same with the SEC, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules
and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act;
provided, however, that any such information, document or report filed with the SEC pursuant to its Electronic Data Gathering,
Analysis and Retrieval (or EDGAR) system or any successor thereto shall be deemed to be filed with the Trustee; provided, however,
that the Trustee shall have no responsibility whatsoever to determine whether such filing has occurred. 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 actual or
constructive knowledge or 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 Officers’
Certificates); and


 


(b)              
comply with the other provisions of TIA § 314(a).


 


Section 3.03       
Maintenance of Office or Agency. The Company will maintain in the United States of America an office or agency for
any series of Securities where such Securities may be presented or surrendered for payment, where the 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 Corporate Trust Office of the Trustee shall be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt
written notice to the Trustee of any change in the location of any 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


The Company may also from
time to time designate one or more 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 any such designation; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of America
for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in
the location of any such other office or agency.


 


Section 3.04       
Corporate Existence. Subject to Article IV, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence.


 


Section 3.05        Compliance
Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an
Officers’ Certificate, one of the signatories of which shall be the principal executive officer, the principal financial
officer or principal accounting officer of the Company, stating that in the course of the performance by the signers of their duties
as officers of the Company they would normally have knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event
of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply
with TIA § 314(a)(4).


 






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Section 3.06       
Statement by Officers as to Default. So long as Securities of any series are outstanding, the Company shall deliver
to the Trustee, within 30 days after the Company becomes aware of the occurrence of any Event of Default with respect to that series,
an Officers’ Certificate setting forth the details of such Event of Default and the action that the Company is taking or proposes
to take in respect thereof.


 


Section 3.07       
Additional Amounts. If the Securities of a series expressly provide for the payment of Additional Amounts, and only
in such circumstance, the Company will pay to the Holder of any Security of that series Additional Amounts as expressly provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect
of, any Security of any series or the net proceeds received from the sale or exchange of any Security of any series, that mention shall
be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in
that context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07,
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 that express mention is not made.


 


Unless otherwise provided
pursuant to Section 2.01 with respect to Securities of any series, if the Securities of a series provide for the payment of
Additional Amounts, at least ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities
of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at
least ten days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and the Company’s principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether that payment of principal of and any premium 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 that Officers’ Certificate
shall specify by country the amount, if any, required to be withheld on those payments to those Holders of Securities, and the Company
will pay to that Paying Agent the Additional Amounts required by this Section 3.07. 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 gross negligence
or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section 3.07.


 


Section 3.08        Calculation
of Original Issue Discount. If the Securities are issued with original issue discount, the Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant under the Code.


 






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Article IV.

Successors


 


Section 4.01       
Consolidation, Merger or Sale of Assets. The Company shall not, in a single transaction or through a series of related
transactions, consolidate with or merge with or into any other Person or sell, assign (excluding any assignment solely as collateral for
security purposes), transfer, lease or otherwise dispose of all or substantially all of the consolidated assets of the Company and its
Subsidiaries, taken as a whole, to any Person, unless:


 


(a)              
the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting,
surviving or transferee Person (the “Surviving Entity”) is a corporation organized and existing under the
laws of the United States, any State thereof or the District of Columbia that expressly assumes all of the Company’s obligations
under the Securities and this Indenture pursuant to a supplement hereto executed and delivered to the Trustee;


 


(b)              
immediately after giving effect to such transaction or series of related transactions, no Event of Default or Default has occurred
and is continuing; and


 


(c)              
the Company or any such Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel
each stating that such transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture
and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.


 


If any consolidation or merger
or any sale, assignment, lease, transfer or other disposition of all or substantially all of its assets occurs in accordance with the
terms hereof, the Surviving Entity 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 Surviving Entity had been named as the Company. The Company shall (except in the case of
a lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated
and dissolved.


 


Article V.

Redemption of Securities


 


Section 5.01       
Applicability of Article. Redemption of Securities at the election of the Company or otherwise, as permitted or required
by any provision of this Indenture or any Securities, shall be made in accordance with such provision and (except as otherwise provided
as contemplated by Section 2.01 with respect to the Securities of any series) this Article V.


 


Section 5.02        Election
to Redeem; Notice to Trustee. In case of any redemption of any series of Securities at the election of the Company, the Company
shall, upon not later than the earlier of the date that is 10 days prior to the Redemption Date fixed by the Company or the date on
which notice is given to the Holders (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing
of such Redemption Date and of the principal amount of Securities to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities of such series to be redeemed pursuant to Section 5.03.


 






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Section 5.03       
Selection by Trustee of Securities to Be Redeemed. If fewer than all of the Securities of any series are to be redeemed
at any time, the Trustee will, subject to applicable law, select Securities of any series for redemption as follows:


 


(a)              
if the Securities are Global Securities, in accordance with the standard procedures of DTC or any successor Depositary;


 


(b)              
if the Securities are not Global Securities then held by DTC or a successor Depositary, on a pro rata basis, by lot or by any other
method the Trustee deems fair and appropriate; and


 


(c)              
if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Securities are listed.


 


Section 5.04       
Notice of Redemption. Notice of redemption shall be given in the manner provided for in Section 11.02
not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, except that redemption
notices may be given more than 60 days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Securities
or a satisfaction and discharge of this Indenture. The Trustee shall give notice of redemption in the Company’s name and at the
Company’s expense; provided, however, that the Company shall deliver to the Trustee an Officers’ Certificate
requesting that the Trustee give such notice at the Company’s expense and setting forth the information to be stated in such notice
as provided in the following items.


 


All notices of redemption
shall state:


 


(a)              
the name of the Securities, including series and issue date, interest rate, maturity date and certificate numbers;


 


(b)              
the Redemption Date;


 


(c)              
the Redemption Price (or the method of determination thereof) and the amount of accrued interest and Additional Amounts, if any,
to the Redemption Date payable as provided in Section 5.06;


 


(d)              
if less than all outstanding Securities are to be redeemed, the identification of the particular Securities (or portion thereof)
to be redeemed, as well as the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities
to be outstanding after such partial redemption;


 


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


 






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(f)               
that on the Redemption Date, the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in
Section 5.06) will become due and payable upon each such Security, or the portion thereof, to be redeemed, and, unless the
Company defaults in making the redemption payment, that interest and Additional Amounts, if any, on Securities (or the portions thereof)
called for redemption will cease to accrue on and after said date;


 


(g)              
the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any;


 


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


 


(i)                
that Securities called for redemption (other than a Global Security) must be surrendered to the Paying Agent to collect the Redemption
Price;


 


(j)                
the CUSIP, ISIN or Common Code number, and that no representation is made as to the accuracy or correctness of the CUSIP, ISIN
or Common Code number, if any, listed in such notice or printed on the Securities; and


 


(k)              
the Section of this Indenture and the paragraph of the Securities pursuant to which the Securities are to be redeemed.


 


Section 5.05       
Deposit of Redemption Price. Not later than 11:00 a.m. New York City time on the 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 2.06) an amount of money sufficient to pay the Redemption Price of, and accrued interest and Additional
Amounts, if any, on, all the Securities which are to be redeemed on that date.


 


Section 5.06       
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 (together with accrued and
unpaid interest and Additional Amounts, if any, to the Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest and Additional Amounts, if any) such Securities shall cease to bear interest
and Additional Amounts, if any. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued and unpaid interest and Additional Amounts, if any, to the Redemption
Date (subject to the rights of Holders of record on the relevant record date to receive interest and Additional Amounts, if any, due on
an interest payment date that is on or prior to the Redemption Date).


 


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
and Additional Amounts, if any, from the Redemption Date at the rate borne by the Securities.


 


Section 5.07        Securities
Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this Article V)
shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 2.05 (with,
if the Company or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security at the
expense of the Company, a new Security or Securities, of any authorized denomination as requested by such Holder, in an aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered, provided that,
unless otherwise specified for a series of Securities pursuant to Section 2.01, each such new Security will be in a
principal amount of $1,000 or any integral multiple of $1,000 in excess thereof. Unless otherwise specified for a series of
Securities pursuant to Section 2.01, no Securities of $1,000 or less may be redeemed in part.


 






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Article VI.

Defaults and Remedies


 


Section 6.01       
Events of Default. Except as otherwise specified as contemplated with respect to a particular series by Section 2.01
and specifically deleted or otherwise modified in or pursuant to the supplemental indenture, Board Resolution, Officers’ Certificate
or Company Order establishing such series of Securities or in the form of Security for such series, an “Event of Default,”
wherever used herein with respect to Securities of any series, occurs if:


 


(a)              
the Company defaults in the payment of any installment of interest on or Additional Amounts, if any, with respect to any Security
of that series under this Indenture when due, continued for 60 days;


 


(b)              
the Company defaults in the payment when due (at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise)
of the principal of, or premium, if any, on the Securities of that series;


 


(c)              
the Company fails for 90 days after written notice specifying such failure and requiring it to be remedied and stating that such
notice is a notice of default pursuant to Section 7.05 to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the outstanding Securities of that series issued under this Indenture to comply with any of the other covenants or agreements
in this Indenture applicable to the Securities of that series or in the Securities of that series;


 


(d)              
the Company fails for 60 days to deposit any sinking fund payment, if any, when due, in respect of any Security of that series;
or


 


(e)              
(i)    the Company:


 


(1)              
commences a voluntary case or proceeding under any Bankruptcy Law;


 


(2)              
consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any Bankruptcy
Law;


 



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(3)              
 consents to the appointment of a Custodian of it or for any substantial part of its property;


 


(4)              
makes a general assignment for the benefit of its creditors; or


 


(5)              
consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it;


 


or takes any comparable action under
any foreign laws relating to insolvency; or


 


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


 


(1)              
is for relief against the Company;


 


(2)              
appoints a Custodian of the Company; or


 


(3)              
orders the winding up or liquidation of the Company;


 


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


 


Section 6.02       
Acceleration. Except as otherwise provided as contemplated by Section 2.01 with respect to the Securities
of such series, if any Event of Default with respect to any Securities of such series at the time outstanding (other than those of the
type described in Section 6.01(e) with respect to the Company) occurs and is continuing, the Trustee may, and at the direction
of the Holders of at least 25% in aggregate principal amount of outstanding Securities of such series shall, declare the principal of
all the Securities of that series, together with all accrued and unpaid interest and Additional Amounts, if any, and premium, if any,
to be due and payable immediately by notice in writing to the Company specifying the respective Event of Default and that such notice
is a notice of acceleration, and the same shall become immediately due and payable.


 


Except as otherwise provided
as contemplated by Section 2.01 with respect to the Securities of any series, in the case of an Event of Default with respect
to such series specified in Section 6.01(e) hereof with respect to the Company, the principal of all the Securities of that
series, together with all accrued and unpaid interest and Additional Amounts, if any, and premium, if any, shall become due and payable
immediately without further action or notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Securities except
as provided in this Indenture.


 


Except as otherwise provided
as contemplated by Section 2.01 with respect to the Securities of any series, at any time after a declaration of acceleration
with respect to the Securities of such series, the Holders of a majority in principal amount of the Securities of that series then outstanding
(by written notice to the Trustee) may, on behalf of the Holders of all the Securities of that series, rescind and cancel such declaration
and its consequences if:


 






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(a)              
 the rescission would not conflict with any judgment or decree of a court of competent jurisdiction;


 


(b)              
all existing Events of Default with respect to Securities of that series have been cured or waived except nonpayment of principal
of and interest on the Securities of that series that have become due solely by reason of such declaration of acceleration;


 


(c)              
to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities of such series) on
overdue installments of interest and Additional Amounts, if any, and overdue payments of principal which has become due otherwise than
by such declaration of acceleration has been paid;


 


(d)              
the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements
and advances; and


 


(e)              
in the event of the cure or waiver of an Event of Default, the Trustee has received an Officers’ Certificate that such Event
of Default has been cured or waived.


 


Section 6.03       
Other Remedies. If an Event of Default with respect to any series occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of (or premium, if any) or interest or Additional Amounts, if any, on the Securities
of such series or to enforce the performance of any provision of the Securities of such series or this Indenture with respect to such
series.


 


The Trustee may maintain a
proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by
the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are
cumulative. Every right and remedy given by this Article or by law to the Trustee or any Holder may be exercised from time to time, and
as often as deemed expedient, by the Trustee or the Holders, as the case may be.


 


Section 6.04       
Waiver of Past Defaults. Except as otherwise provided as contemplated by Section 2.01 with respect to
the Securities of any series, the Holders of a majority in principal amount of the then outstanding Securities of such series by written
notice to the Trustee may, on behalf of the Holders of all the Securities of such series, waive, by their consent (including, without
limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities of such series), an existing
Default or Event of Default, with respect to such series and its consequences or compliance with any provisions except (i) a Default
or Event of Default in the payment of the principal of, or interest, if any, on a Security of such series or (ii) a Default or Event
of Default in respect of any other provision that under Section 9.02 cannot be amended without the consent of each Holder
affected. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any consequent right.


 


Section 6.05        Control
by Majority. With respect to Securities of any series, the Holders of a majority in principal amount of the outstanding
Securities of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 7.01 and Section 7.02, that the Trustee determines would
involve the Trustee in personal liability. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it against all losses and expenses caused by taking or not taking such action.


 



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Section 6.06       
Limitation on Suits. Subject to Section 6.07, a Holder of a Security of any series may not pursue any
remedy with respect to this Indenture or the Securities of such series unless:


 


(a)              
such Holder has previously given to the Trustee written notice stating that an Event of Default is continuing with respect to such
series;


 


(b)              
Holders of at least 25% in aggregate principal amount of the outstanding Securities of such series have requested in writing that
the Trustee pursue the remedy;


 


(c)              
such Holders have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense;


 


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


 


(e)              
the Holders of a majority in principal amount of the outstanding Securities of such series have not given the Trustee a direction
that is inconsistent with such request within such 60-day period.


 


A Holder may not prejudice the rights of another Holder or to obtain
a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether
or not any such use by a Holder prejudices the rights of any other Holders or obtains preference or priority over such other Holders).


 


Section 6.07       
Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation,
Section 6.06), the right of any Holder to receive payment of principal of and interest, if any, when due on the Securities
held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


Section 6.08       
Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or Section 6.01(b)
occurs and is continuing with respect to Securities of any series, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent
lawful) with respect to such series and the amounts provided for in Section 7.07.


 


Section 6.09        Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company,
its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may
vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.


 






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Section 6.10       
Priorities. If the Trustee collects any money or other property pursuant to this Article VI or, after
an Event of Default, any money or other property is distributable in respect of the Company’s obligations under this Indenture,
it shall pay out the money or property in the following order:


 


FIRST: to the Trustee
(including any predecessor trustee) for amounts due under Section 7.07;


 


SECOND: to Holders
for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal,
premium, if any, and interest and Additional Amounts, if any, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal, premium, if any, and interest and Additional Amounts, if any, respectively; and


 


THIRD: to the Company
or to such other party as a court of competent jurisdiction may direct.


 


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date,
the Company shall send to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


Section 6.11       
Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit
by the Company, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in outstanding principal
amount of the Securities of any series.


 






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Article VII.

Trustee


 


Section 7.01       
Duties of Trustee.


 


(a)              
If 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 such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise the rights or powers under this Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee indemnity or security against loss, liability or expense satisfactory to the Trustee.


 


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


 


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


 


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


 


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


 


(i)               
this paragraph does not limit the effect of paragraphs (b) or (g) of this Section 7.01;


 


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


 


(iii)           
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.


 


(d)              
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 7.01.


 






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(e)              
 The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.


 


(f)               
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or any other provision
of this Indenture.


 


(g)              
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(h)              
Unless otherwise specifically provided in this Indenture, any demand, request or direction from the Company shall be sufficient
if evidenced by a Company Request or Company Order.


 


(i)                
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 unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against
the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance
with such request or direction.


 


Section 7.02       
Rights of Trustee. Subject to Section 7.01:


 


(a)              
The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document (whether in its original, facsimile form or in PDF format) believed by it to be genuine and to have been signed
or presented by the proper party or parties. The Trustee need not investigate any fact or matter stated in the document.


 


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


 


(c)              
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent
appointed with due care.


 


(d)              
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.


 


(e)              
The Trustee may consult with counsel of its selection, and the advice or opinion of counsel shall be full and complete authorization
and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon.


 


(f)                The
Trustee is not required to make any inquiry or investigation into facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit and, if the Trustee determines 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, in which case the Company shall be
responsible for the reasonable expenses of such investigation.


 



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(g)              
The Trustee is not required to take notice and shall not be deemed to have notice or knowledge of any Default or Event of Default
hereunder with respect to any series of Securities unless a Trust Officer of the Trustee has received notice in writing of such Default
or Event of Default at its Corporate Trust Office from the Company or the Holders of at least 25% in aggregate principal amount of the
Securities of such series then outstanding and such notice references the Securities and this Indenture, and in the absence of any such
notice, the Trustee may conclusively assume that no such Default or Event of Default exists.


 


(h)              
The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers
under this Indenture.


 


(i)                
In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Securities,
each representing less than the aggregate principal amount of Securities outstanding required to take any action thereunder, the Trustee,
in its sole discretion may determine what action, if any, shall be taken.


 


(j)                
The Trustee’s rights, privileges, benefits, immunities and protections, including its rights to be indemnified, shall extend
to, and shall be enforceable by, the Trustee’s officers, directors, agents, custodians, attorneys, employees and each other Person
employed to act hereunder and to the Trustee in each of its capacities hereunder; provided, however, only the Trustee, and
not any agent, custodian or other Person employed to act hereunder, shall be held to a prudent person standard upon the occurrence of
and during an Event of Default. Such immunities and protections and right to indemnification, together with the Trustee’s right
to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payments of the Securities.


 


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


 


(l)                
The Trustee shall have no duty to inquire as to the performance of the Company’s covenants herein.


 


(m)             
Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution of the Company.


 


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


 






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


 


Section 7.03       
Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any
Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.10
and Section 7.11.


 


Section 7.04       
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity,
sufficiency or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use or application of
the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any document
issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.
The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no
duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation,
warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.


 


Section 7.05       
Notice of Defaults. If a Default with respect to the Securities of any series occurs and is continuing and if a Trust
Officer has received written notice thereof, the Trustee shall send to each Holder of a Security of such series notice of the Default
within 90 days after obtaining such knowledge, unless the Default was already cured or waived. Except in the case of a Default in payment
of principal of, premium, if any, or interest or Additional Amounts, if any, on any Security of any series, the Trustee may withhold the
notice if it in good faith determines that withholding the notice is in the interests of Holders of such series.


 


Section 7.06       
Reports by Trustee to Holders. Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture and for so long as the Securities of any series remain outstanding, the Trustee shall send to each Holder of Securities of such
series a brief report dated as of such reporting date that complies with TIA § 313(a). The Trustee also shall comply with TIA §
313(b). The Trustee shall also transmit by mail all reports required by TIA § 313(c).


 


A copy of each report at the
time it is sent to Holders of Securities of any series shall be filed with the SEC and each stock exchange (if any) on which the Securities
of such series are listed. The Company agrees to notify promptly the Trustee in writing whenever the Securities of any series become listed
on any stock exchange and of any delisting thereof.


 






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Section 7.07        Compensation
and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and
services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon
request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and giving of notices to Holders, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of
the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify, defend, protect and hold the Trustee
harmless from and against any and all losses, liabilities, damages, claims, penalties, fines or expenses (including reasonable
attorneys’ and agents’ fees and expenses), including taxes (other than taxes based upon, measured by or determined by
the income of the Trustee) (for purposes of this Section 7.07, “losses”) suffered or incurred
by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties
hereunder, including the costs and expenses of enforcing this Indenture (including this Section 7.07) and of defending
itself against any claims (whether asserted by any Holder, the Company, any other Person or otherwise) or liabilities, except to the
extent such losses may be attributable to its gross negligence or willful misconduct as finally determined by a court of competent
jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee
shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company shall not be under any obligation to pay for any
written settlement without its consent, which consent shall not be unreasonably delayed, conditioned or withheld. The Company need
not indemnify any losses incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence.


 


To secure the Company’s
obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected
by the Trustee other than money or property held in trust to pay principal of, interest and Additional Amounts, if any, on particular
Securities.


 


The Company’s payment
and indemnification obligations pursuant to this Section 7.07, and the Trustee’s lien provided for in this Section 7.07,
shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee, the termination for any reason
of this Indenture and payment in full of the Securities. When the Trustee incurs expenses after the occurrence of a Default specified
in Section 6.01(e) with respect to the Company, the expenses are intended to constitute expenses of administration under any
Bankruptcy Law.


 


“Trustee” for
purposes of this Section 7.07 shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


Section 7.08       
Replacement of Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article VII shall become effective until the acceptance of appointment by the successor Trustee. The Trustee may resign
at any time with respect to the Securities of one or more series by so notifying the Company. The Holders of a majority in principal amount
of the then outstanding Securities of any series may remove the Trustee with respect to the Securities of such series by so notifying
the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:


 


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


 






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(b)              
 the Trustee is adjudged bankrupt or insolvent;


 


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


 


(d)              
the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or
is removed by the Company or by the Holders of a majority in principal amount of the then outstanding Securities of any series and such
Holders of such series do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for
any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee with respect to such series.


 


If a successor Trustee with
respect to Securities of any series does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring
Trustee or the Holders of at least 10% in principal amount of the then outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such series.


 


If the Trustee with respect
to the Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided
in TIA § 310(b), any Holder who has been a bona fide Holder of a Security of such series for at least six months may petition, at
the Company’s expense, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee
with respect to such series.


 


In case of the appointment
of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee, without any further act, deed or conveyance, shall have all the rights, power and duties of the retiring Trustee under
this Indenture. The successor Trustee shall give a notice of its succession to Holders. The retiring Trustee shall, upon payment of its
charges and all other amounts payable to it hereunder, promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.


 


In case of the
appointment 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 (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each
successor Trustee all the rights, powers 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 confirm that all the rights, powers 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. Nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, and 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. Upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall have all the rights, powers 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. On request of the
Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring
Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates. Such retiring Trustees shall, however, have the right to deduct its unpaid fees and expenses, including, without
limitation, reasonable attorneys’ fees and expenses.


 






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Notwithstanding the replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07, and the Trustee’s
lien provided for in Section 7.07, shall continue for the benefit of the retiring Trustee.


 


So long as no Event of Default,
or no event which is, or after notice or lapse of time, or both, would become, an Event of Default, shall have occurred and be continuing,
and except with respect to a Trustee appointed by the act of the Holders of a majority in principal amount of then outstanding Securities
of any series, if the Company shall have delivered to the Trustee (1) a Board Resolution of the Company appointing a successor Trustee,
effective as of a date specified therein (which date shall be no sooner than 45 days after the date of such delivery, unless a shorter
period shall be acceptable to the Trustee), and (2) an instrument of acceptance of such appointment, effective as of such date, by
such successor Trustee, then the Trustee shall be deemed removed, the successor Trustee shall be deemed to have been appointed by the
Company and such appointment shall be deemed to have been accepted as contemplated, all as of such date, and all other provisions of this
Section 7.08 shall be applicable to such removal, appointment and acceptance except to the extent inconsistent with this subsection.


 


Section 7.09       
Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
or banking association without any further act shall be the successor Trustee. The predecessor Trustee shall have no liability for any
action or inaction by any successor Trustee.


 


In case at the time such successor
or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the
Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication
of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the
Securities or in this Indenture.


 


Section 7.10        Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a
combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA
 § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 






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Section 7.11       
Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated.


 


Article VIII.

Legal Defeasance and Covenant Defeasance


 


Section 8.01       
Option to Effect Legal Defeasance or Covenant Defeasance. Unless otherwise designated pursuant to Section 2.01,
the Securities of any series shall be subject to Legal Defeasance or Covenant Defeasance pursuant to Section 8.02 or Section 8.03,
in accordance with any applicable requirements provided pursuant to Section 2.01 and upon compliance with the conditions set
forth in this Article VIII or the conditions designated pursuant to Section 2.01. The Company may, at its option
and at any time, elect to have either Section 8.02 or Section 8.03 hereof be applied to all outstanding Securities
of any series so subject to Legal Defeasance or Covenant Defeasance. Any such election shall be evidenced by a Board Resolution of the
Company or in another manner specified as contemplated by Section 2.01 for such Securities. All provisions set forth in this
Article VIII may be amended, supplemented, modified, superseded or deleted pursuant to Section 2.01.


 


Section 8.02        Legal
Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.02 with respect to Securities of any series, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its Obligations with respect to all
outstanding Securities of such series on the date such conditions are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the outstanding Securities with respect to such series, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in clauses (a) through (e) below, and to have satisfied all its other obligations under the
Securities with respect to such series and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities with respect to such series to receive,
solely from the trust fund described in Section 8.04 and Section 8.05 hereof, and as more fully set forth in
such Sections, payments in respect of the principal of, premium, if any, and interest and Additional Amounts, if any, on such
Securities when such payments are due; (b) the Company’s obligations with respect to such Securities under Article II
and Section 3.01 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith; (d) the optional redemption provisions, if any, with respect to such
Securities; and (e) this Article VIII. If the Company exercises under Section 8.01 hereof the option
applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance
with this Article VIII, the Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.


 






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Section 8.03       
Covenant Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 with respect to Securities of any series, the Company shall, with respect to such series of Securities,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the
covenants contained in Section 3.02 (other than Section 3.02(c)), Section 3.04, Section 3.06,
and Section 4.01, and any other covenants specified pursuant to Section 2.01 with respect to the outstanding Securities
of such series, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of such series shall thereafter be deemed not “outstanding” for
the purposes of any direction, waiver, consent or declaration or act of Holders of such series (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder.
For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities of such series, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. If the Company
exercises under Section 8.01 hereof the option applicable to this Section 8.03, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, payment of the Securities of such series may not be accelerated because of
an Event of Default specified in clause (c) of Section 6.01 with respect to the covenants described above.


 


Section 8.04       
Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02
or Section 8.03 hereof to the outstanding Securities of any series.


 


In order to exercise Legal
Defeasance or Covenant Defeasance with respect to the Securities of any series:


 


(a)              
the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities of such series,
cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities,
in amounts as will be sufficient, without consideration of any reinvestment, in the opinion of a nationally recognized investment bank,
appraisal firm, firm of independent public accountants or the chief accounting officer of the Company (in the case of a combination that
includes non-callable Government Securities), to pay the principal of, and interest and Additional Amounts, if any, and premium, if any,
on the outstanding Securities of such series on the stated date for payment or on the applicable Redemption Date, as the case may be,
and the Company must specify whether the Securities of such series are being defeased to such stated date for payment or to a particular
Redemption Date;


 


(b)               in
the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
(and subject to customary assumptions and exclusions) confirming that: (a) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that,
the Holders of the outstanding Securities of such series will not recognize gain or loss for federal income tax purposes as a result
of such Legal Defeasance and shall be subject to federal income tax in the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;


 






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(c)                
in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee (and subject to customary assumptions and exclusions) confirming that Holders of the outstanding Securities of such series shall
not recognize gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income
tax in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)               
no Default or Event of Default has occurred and is continuing with respect to the Securities of such series on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);


 


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


 


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


 


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


 


Section 8.05       
Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06
hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee), (collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities of such series and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as Paying Agent) as the Trustee may determine, to the Holders of Securities of such series of all sums due and to become
due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but such cash and securities need not be
segregated from other funds except to the extent required by law.


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of such
series.


 



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Anything in this Article VIII
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any
cash or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized independent registered public accounting firm or the chief accounting officer of the Company, in each case expressed in a written
certification thereof delivered to the Trustee (which may be the certification delivered under Section 8.04(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06       
Repayment to Company. Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of, premium, if any, on, or interest or Additional Amounts, if
any, on, any Security of any series and remaining unclaimed for two years after such principal, premium, if any, or interest or Additional
Amounts, if any, has become due and payable shall be paid to the Company on its request (unless an abandoned property law designates another
Person) or (if then held by the Company) shall be discharged from such trust; and such Holder shall thereafter, as an unsecured creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities,
and all liability of the Company as Trustee thereof, shall thereupon cease.


 


Section 8.07       
Reinstatement. If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in
accordance with Section 8.02, Section 8.03 or Section 8.05 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.04 hereof until such time as the Trustee or Paying Agent is permitted to apply all such
cash and securities in accordance with Section 8.02, Section 8.03 or Section 8.05 hereof, as the case
may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, on, or interest or Additional
Amounts, if any, on, any Security of such series following the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such series to receive such payment from the cash and securities held by the Trustee or Paying Agent.


 


Article IX.

Amendments


 


Section 9.01       
Without Consent of Holders. Except as otherwise provided as contemplated by Section 2.01 with respect
to the Securities of any series, the Company, when authorized by a Board Resolution of Company, and the Trustee may amend or supplement
this Indenture or the Securities of any one or more series without notice to or consent of any Holder:


 


(a)              
to cure any ambiguity, omission, defect or inconsistency that does not adversely affect Holders of Securities of the relevant series
in any material respect;


 






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(b)              
 to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a consolidation
or merger or sale, assignment, transfer, lease or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, taken as a whole, in each case that is permitted under this Indenture;


 


(c)              
to provide for any Guarantees of Securities of any series; to provide for any security for Securities of any series or for any
such Guarantees; or to modify or release any such Guarantees or security in compliance with the terms of this Indenture and the supplemental
indenture or other instrument that provided for such Guarantees or security;


 


(d)              
to comply with requirements of the SEC in order to maintain the qualification of this Indenture under the Trust Indenture Act;


 


(e)              
to add covenants for the benefit of the Holders to the Securities of any series or to surrender any rights the Company has under
this Indenture;


 


(f)               
to add any additional Events of Default with respect to all or any series of the Securities (and, if any such Event of Default
is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable);


 


(g)              
to add circumstances under which the Company will pay additional interest on the Securities of the relevant series;


 


(h)              
to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does
not adversely affect the rights under this Indenture of any such Holder in any material respect;


 


(i)               
to conform the text of this Indenture or any Securities to the description thereof in any prospectus or prospectus supplement of
the Company with respect to the offer and sale of Securities of any series, to the extent that such provision is inconsistent with a provision
of this Indenture or the Securities;


 


(j)                
to provide for the issuance of and establish the form or terms of Securities of any series as permitted by Section 2.01;


 


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


 


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


 


(m)            
to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become
effective only when there is no outstanding Security of any series created prior to the execution of such amendment or supplemental indenture
that is adversely affected in any material respect by such change in or elimination of such provision;


 


(n)               to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Legal
Defeasance, Covenant Defeasance or satisfaction and discharge of any series of Securities pursuant to Article VIII or Article X; provided, however,
that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of
Securities in any material respect; or


 






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(o)              
to evidence and provide for the acceptance under this Indenture of 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 necessary to provide for or facilitate the administration
of the trusts under this Indenture.


 


After an amendment under this
Indenture becomes effective, the Company is required to give to the Holders of each Security affected thereby a notice briefly describing
such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein,
will not impair or affect the validity of the amendment or supplemental indenture under this Section 9.01.


 


Section 9.02       
With Consent of Holders. Except as otherwise provided as contemplated by Section 2.01 with respect to
the Securities of any series, and except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture or the Securities of any one or more series with the consent (including consents obtained in connection with
a purchase of, or a tender offer or exchange offer for, Securities) of the Holders of a majority in principal amount of the then outstanding
Securities of each series affected by such amendment or supplement (acting as separate classes).


 


Upon the request of the Company,
accompanied by a Board Resolution of the Company authorizing such amendment or supplement, and upon the filing with the Trustee of evidence
of the consent of the Holders as aforesaid, the Trustee shall, subject to Section 9.06, join with the Company in the execution
of such amendment or supplemental indenture.


 


Except as otherwise provided
as contemplated by Section 2.01 with respect to the Securities of any series, the Holders of a majority in principal amount
of the then outstanding Securities of one or more series or of all series affected by such waiver (acting as separate classes) may waive
compliance in a particular instance by the Company with any provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a purchase of, or a tender offer or exchange offer for, Securities of such series).


 


However, except as otherwise
provided as contemplated by Section 2.01 with respect to the Securities of any series, without the consent of each Holder
of Securities of such series affected, an amendment, supplement or waiver may not (with respect to any Securities of such series held
by a non-consenting Holder):


 


(a)              
make any change in the percentage of principal amount of Securities of that series whose Holders must consent to an amendment,
supplement or waiver or to make any change in this provision;


 


(b)              
reduce any rate of interest or change the time for payment of interest on the Securities of that series;


 


(c)              
reduce the principal amount of the Securities of that series or change their Stated Maturity;


 






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(d)              
 make payments on the Securities of that series payable in currency other than as originally stated in the Securities of that series;


 


(e)              
reduce the amount payable upon, including any premium payable upon, the optional or mandatory redemption or repurchase of any Security
of that series or change the time (other than amendments related to notice provisions) at which any Security of that series may be redeemed
or required to be repurchased;


 


(f)               
change the provisions relating to the waiver of past Defaults or impair the Holder’s right to institute suit for the enforcement
of any payment on the Securities of that series (other than as permitted in clause (g) below); or


 


(g)              
waive a continuing Default or Event of Default regarding any principal or interest payment on the Securities of that series (except
a rescission of acceleration of the Securities by Holders of at least a majority in aggregate principal amount of the then outstanding
Securities of that series and a waiver of the payment default that resulted from such acceleration).


 


It shall not be necessary
for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent approves the substance of the proposed amendment.


 


A supplemental indenture that
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 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 any other series.


 


A consent to any amendment
or waiver under this Indenture by any Holder of the Securities given in connection with a tender of such Holder’s Securities will
not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Company shall give
to Holders of each Security affected thereby a notice briefly describing such amendment. The failure to give such notice to all Holders
of each Security affected thereby, or any defect therein, shall not impair or affect the validity of an amendment, supplemental indenture
or waiver under this Section 9.02.


 


Section 9.03       
Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Securities shall comply
with the Trust Indenture Act of 1939 as then in effect.


 


Section 9.04       
Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall
be in writing and bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt
as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives
the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective with
respect to a series of Securities, it shall bind every Holder of Securities of such series.


 






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For purposes of this Indenture,
the written consent of the Holder of a Global Security shall be deemed to include any consent delivered by an Agent Member by electronic
means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization
by, DTC.


 


The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this Indenture. The Trustee may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders of Securities of any series entitled to join in the giving, making or taking of
(i) any notice pursuant to Section 6.01(c) of any Default, (ii) any declaration of acceleration pursuant to Section 6.02,
(iii) any request to institute proceedings pursuant to Section 6.06(b), or (iv) any direction referred to in Section 6.05,
in each case with respect to such series. If a record date is so fixed, then notwithstanding the second preceding paragraph, those Persons
who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent
or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record
date. No such consent shall become valid or effective more than 180 days after such record date.


 


Section 9.05       
Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the
Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed
terms and return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a
new Security shall not affect the validity of such amendment.


 


Section 9.06       
Trustee To Sign Amendments. The Trustee shall sign any amendment or supplement authorized pursuant to this Article IX
if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but
need not sign it. In signing such amendment the Trustee shall receive indemnity or security satisfactory to it and shall receive, and
(subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion
of Counsel, each stating that the execution of such amendment is authorized or permitted by this Indenture, and that such amendment or
supplement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject
to customary exceptions.


 


Article X.

Satisfaction and Discharge


 


Section 10.01     
Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Securities
of any series issued hereunder (except as to surviving rights of registration of transfer or exchange of such Securities and as otherwise
specified hereunder), when:


 






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(a)              
either:


 


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


 


(ii)             
all Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable or will
become due and payable within one year by reason of the giving of a notice of redemption or otherwise and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such
series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government
Securities, in amounts as will be sufficient, without consideration of any reinvestment, in the opinion of a nationally recognized investment
bank, appraisal firm, firm of independent public accountants or the chief accounting officer of the Company (in the case of a combination
that includes non-callable Government Securities), to pay and discharge the entire indebtedness on such Securities not delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Amounts, if any, to the date of maturity
or redemption;


 


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


 


(c)              
the Company has paid or caused to be paid all sums payable by it hereunder with respect to such series pursuant to Section 7.07;


 


(d)              
the Company has delivered irrevocable instructions to the Trustee hereunder to apply the deposited money toward the payment of
such Securities at fixed maturity or the Redemption Date, as the case may be; and


 


(e)              
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, which state that all conditions
precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to such series have been satisfied.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 10.01 hereof or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the outstanding Securities of such series.


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee
under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to Section 10.01(a)(ii)
with respect to such Securities, the obligations of the Company of such series under Section 3.03 and the obligations of
the Trustee under Section 10.02 with respect to such Securities, shall survive such satisfaction and discharge.


 






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Section 10.02     
Application of Trust Money. All money deposited with the Trustee pursuant to Section 10.01 with respect
to Securities of any series shall be held in trust and applied by it, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited
with the Trustee. All moneys deposited with the Trustee pursuant to Section 10.01 (and held by it or any Paying Agent) for
the payment of Securities subsequently converted shall be returned to the Company upon Company Request, to the extent originally deposited
by the Company. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 10.01,
without distinction between principal and income, in (1) United States Treasury Securities with a maturity of one year or less or
(2) a money market fund that invests solely in short term United States Treasury Securities, and from time to time the Company may
direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified in preceding clauses (1)
or (2) of this sentence.


 


Article XI.

Miscellaneous


 


Section 11.01   
Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision
which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. If any provision of this
Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.


 


Section 11.02   
Notices. Any notice or communication shall be in writing (including facsimile and electronic transmission in PDF
format) and delivered in person, by facsimile (or other electronic means), by overnight air courier guaranteeing next Business Day delivery
or mailed by first-class mail addressed as follows:


 


if to the Company:


 


901 S. Central Expressway


Richardson, Texas 75080

Attn:         General Counsel


Fax:            972-498-9615


Email:        randyh@fossil.com


 


if to the Trustee:


 


2 North LaSalle Street, Suite 700

Chicago, IL 60602


Attn: Corporate Trust Division – Corporate
Finance Unit


 






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All notices and communications
made, given, furnished or filed with or to the Trustee or the Company shall be deemed to have been duly made, given furnished or filed:
(i) at the time delivered by hand, if personally delivered; (ii) when receipt is acknowledged, if sent by facsimile (or other
electronic means); (iii) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next Business Day delivery; and (iv) five calendar days after being deposited in the mail, postage prepaid, if mailed; except in
the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by the Trustee at its Corporate
Trust Office.


 


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


 


Any notice or communication
given to a registered Holder shall be sent to the Holder at the Holder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so given within the time prescribed. The Registrar shall provide the Company with address
information with respect to the Holders as promptly as practicable following the Company’s request therefor. Any notice or communication
shall also be mailed to any Person described in TIA § 313(c), to the extent required by the TIA.


 


Failure to give a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication
is given in the manner provided above, it is duly given, whether or not the addressee receives it.


 


Section 11.03     
Communication by Holders with other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 312(c).


 


Section 11.04     
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:


 


(a)              
an Officers’ Certificate (which shall include the statements set forth in Section 11.05 hereof) stating that
all conditions precedent, if any, provided for in this Indenture relating to the proposed action or refraining therefrom have been complied
with; and


 


(b)              
an Opinion of Counsel (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion
of such counsel, all such conditions precedent, if any, have been complied with.


 


Section 11.05   
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture (except for the Certificate specified in Section 3.05) shall include:


 


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


 






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


 


(c)              
a statement that, in the opinion of such 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 covenant or condition has been complied with; and


 


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


 


Section 11.06     
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 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, and may state that it is so 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 possession of the Company,
unless such counsel knows, or in the exercise of reasonably care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.


 


Section 11.07     
When Securities Disregarded. In determining whether the Holders of the requisite principal amount of outstanding
Securities of any series are present at a meeting of Holders of Securities for quorum purposes or have consented to or voted in favor
of or concurred in any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, 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, for the purpose of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent, waiver, amendment or modification, only Securities that a Trust 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 11.08     
Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of,
Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.


 


Section 11.09      Legal
Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking
institutions are authorized or required to be closed in New York, New York. If a payment date is a Legal Holiday, payment shall be
made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.


 






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Section 11.10      Governing
Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THERETO (OTHER THAN N.Y. GENERAL OBLIGATIONS LAW
 § 5-1401). EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


The Company irrevocably consents and submits, for
itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any
United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America,
and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the
Securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted
by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence
or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to
the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall
be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any
competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the
basis of such suit, action or proceeding.


 


Section 11.11     
No Recourse Against Others. No director, manager, officer, employee, incorporator, member, partner, stockholder or
other owner of Capital Stock of the Company, as such, will have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Securities
by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Securities.


 


Section 11.12     
Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 11.13      Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture
and of signature pages by facsimile or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF or other electronically imaged (such as
DocuSign or Adobe Sign) signature transmission shall be deemed to be their original signatures for all purposes.


 






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The exchange of copies of
this Indenture and of signature pages by facsimile or PDF or other
electronically imaged (such as DocuSign or Adobe Sign) signature transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. The exchange of copies of this
Indenture and of signature pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic
signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved
by the Trustee, shall constitute effective execution and delivery of this Indenture for all purposes. Signatures of the parties hereto
that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic
platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall be deemed
to be their original signatures for all purposes of this Indenture as to the parties hereto and may be used in lieu of the original.


 


Anything in this Indenture or the Securities to
the contrary notwithstanding, for the purposes of the transactions contemplated by this Indenture, any Security and any document to be
signed in connection with the Indenture or any Security (including any Security and amendments, supplements, waivers, consents and other
modifications, Officers’ Certificates, Company Orders and Opinions of Counsel and other issuance, authentication and delivery documents)
or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or faxed or other electronic
signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved
by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records in electronic form,
are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink
or the use of a paper-based recordkeeping system, as the case may be.


 


Section 11.14     
Severability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.15     
No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or any Subsidiary or any other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.


 


Section 11.16     
Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.


 






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Section 11.17      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 or
other labor disputes, 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 or transportation, communications or computer
(software and hardware) services, actual or threatened epidemics, pandemics, disease, act of any government, governmental authority
or police or military authority, declared or threatened state of emergency, legal constraint, the interruption, loss or malfunction
of utilities or transportation, communications or computer systems, or any other similar events beyond its reasonable control; 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.


 


Section 11.18     
USA PATRIOT ACT. The parties hereto acknowledge that in accordance with Section 326 of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001 (the “Patriot
Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering,
is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the Patriot Act.


 


Section 11.19     
Electronic Means.


 


"Electronic Means"
shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services hereunder.


 


The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the
Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be
amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee
Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s
understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine
the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport
to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such
Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the
Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of
applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with
such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company
agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the
Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii)
that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a
commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures.


 


[Remainder of Page Intentionally
Left Blank; Signature Pages to Follow.]


 






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


 


	 	FOSSIL GROUP, INC.



 


	 	By:	 
	 	Name:	 
	 	Title:	 



 


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee



 





	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page to Senior Indenture