Exhibit 4.1


 


Execution Version


 


COTERRA ENERGY
INC.


 


to


 


U.S. BANK NATIONAL
ASSOCIATION,


 


Trustee


 


INDENTURE


 


Dated as of October 7,
2021


 


SENIOR DEBT SECURITIES


 






     


     


    

 


COTERRA ENERGY INC. 


Certain Sections
of this Indenture relating to Sections 310

through 318, inclusive, of the Trust Indenture Act


 


	Trust
    Indenture Act Section
	Indenture
    Section

	Section 310(a)(1)	609
	(a)(2)	609
	(a)(3)	Not
    Applicable
	(a)(4)	Not
    Applicable
	(a)(5)	609
	(b)

    (c)
	608

    Not Applicable

	Section 311(a)	613
	(b)	613
	Section 312(a)	701;
    702
	(b)	702
	(c)	702
	Section 313(a)	703
	(b)(1)

    (b)(2)
	Not Applicable

    703

	(c)	703
	(d)	703
	Section 314(a)	704
	(a)(4)	102;
    704
	(b)	Not
    Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not
    Applicable
	(d)	Not
    Applicable
	(e)

    (f)
	102

    Not Applicable

	Section 315(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
	Section 316(a)	101
	(a)(1)(A)	502;
    512
	(a)(1)(B)	513
	(a)(2)	Not
    Applicable
	(b)	508
	(c)	104
	Section 317(a)(1)	503
	(a)(2)	504
	(b)	1003
	Section 318(a) 
	107
	(b)

    (c)
	Not Applicable

    107



 


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


  



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Table of Contents


 


Page


 





	Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	     1
	SECTION 101. Definitions	1
	SECTION 102. Compliance Certificates and Opinions	10
	SECTION 103. Form of Documents Delivered to Trustee	10
	SECTION 104. Acts of Holders; Record Dates	11
	SECTION 105. Notices, Etc., to Trustee, Company	13
	SECTION 106. Notice to Holders; Waiver	14
	SECTION 107. Trust Indenture Act Matters	15
	SECTION 108. Effect of Headings and Table of Contents	15
	SECTION 109. Successors and Assigns	15
	SECTION 110. Separability Clause	15
	SECTION 111. Benefits of Indenture	15
	SECTION 112. Governing Law	15
	SECTION 113. Legal Holidays	15
	SECTION 114. No Adverse Interpretation of Other Agreements	16
	SECTION 115. No Personal Liability of Directors, Officers, Employees and Stockholders	16
	SECTION 116. Language of Notices, Etc.	16
	SECTION 117. Force Majeure	16
	SECTION 118. Waiver of Jury Trial	16
	Article II SECURITY FORMS	     17
	SECTION 201. Forms Generally	17
	SECTION 202. Form of Face of Security	17
	SECTION 203. Form of Reverse of Security	19
	SECTION 204. Form of Trustee’s Certificate of Authentication	23
	SECTION 205. Special Transfer Provisions	23
	Article III THE SECURITIES	     29
	SECTION 301. Amount Unlimited; Issuable in Series	29
	SECTION 302. Denominations	33
	SECTION 303. Execution, Authentication, Delivery and Dating	33
	SECTION 304. Temporary Securities	34
	SECTION 305. Registration, Registration of Transfer and Exchange	35
	SECTION 306. Mutilated, Destroyed, Lost and Wrongfully Taken Securities	37
	SECTION 307. Payment of Interest; Interest Rights Preserved	38
	SECTION 308. Persons Deemed Owners	39
	SECTION 309. Cancellation	39
	SECTION 310. Computation of Interest	40
	SECTION 311. CUSIP Numbers	40
	Article IV SATISFACTION AND DISCHARGE	     40
	SECTION 401. Satisfaction and Discharge of Indenture	40
	SECTION 402. Application of Trust Money	41


 






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	Article V REMEDIES	     42
	SECTION 501. Events of Default	42
	SECTION 502. Acceleration of Maturity; Rescission and Annulment	43
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee	44
	SECTION 504. Trustee May File Proofs of Claim	45
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities	45
	SECTION 506. Application of Money Collected	45
	SECTION 507. Limitation on Suits	46
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	46
	SECTION 509. Restoration of Rights and Remedies	47
	SECTION 510. Rights and Remedies Cumulative	47
	SECTION 511. Delay or Omission Not Waiver	47
	SECTION 512. Control by Holders	47
	SECTION 513. Waiver of Past Defaults	48
	SECTION 514. Undertaking for Costs	48
	SECTION 515. Waiver of Usury, Stay or Extension Laws	48
	Article VI THE TRUSTEE	     49
	SECTION 601. Certain Duties and Responsibilities	49
	SECTION 602. Notice of Defaults	50
	SECTION 603. Certain Rights of Trustee	50
	SECTION 604. Not Responsible for Recitals or Issuance of Securities	52
	SECTION 605. May Hold Securities	52
	SECTION 606. Money Held in Trust	52
	SECTION 607. Compensation and Reimbursement	53
	SECTION 608. Conflicting Interests	54
	SECTION 609. Corporate Trustee Required; Eligibility	54
	SECTION 610. Resignation and Removal; Appointment of Successor	54
	SECTION 611. Acceptance of Appointment by Successor	56
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business	57
	SECTION 613. Preferential Collection of Claims Against Company	57
	SECTION 614. Appointment of Authenticating Agent	57
	Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	     58
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders	58
	SECTION 702. Preservation of Information; Communications to Holders	59
	SECTION 703. Reports by Trustee	59
	SECTION 704. Reports by Company	59
	Article VIII SUCCESSORS	     60
	SECTION 801. Merger and Consolidation	60
	Article IX SUPPLEMENTAL INDENTURES	     61
	SECTION 901. Supplemental Indentures Without Consent of Holders	61
	SECTION 902. Supplemental Indentures With Consent of Holders	63
	SECTION 903. Execution of Supplemental Indentures	64
	SECTION 904. Effect of Supplemental Indentures	64
	SECTION 905. Conformity with Trust Indenture Act	64
	SECTION 906. Reference in Securities to Supplemental Indentures	64



 






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	Article X COVENANTS	     64
	SECTION 1001. Payment of Principal, Premium and Interest	64
	SECTION 1002. Maintenance of Office or Agency	65
	SECTION 1003. Money for Securities Payments to Be Held in Trust	65
	SECTION 1004. Corporate Existence	66
	SECTION 1005. Statement by Officers as to Default	66
	SECTION 1006. Waiver of Certain Covenants	67
	Article XI REDEMPTION OF SECURITIES	     67
	SECTION 1101. Applicability of Article	67
	SECTION 1102. Election to Redeem; Notice to Trustee	67
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed	68
	SECTION 1104. Notice of Redemption	68
	SECTION 1105. Deposit of Redemption Price	69
	SECTION 1106. Securities Payable on Redemption Date	70
	SECTION 1107. Securities Redeemed in Part	70
	SECTION 1108. No Limit on Repurchases	70
	Article XII SINKING FUNDS	     71
	SECTION 1201. Applicability of Article	71
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities	71
	SECTION 1203. Redemption of Securities for Sinking Fund	71
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE	     72
	SECTION 1301. Company’s Option to Effect Defeasance or Covenant Defeasance	72
	SECTION 1302. Defeasance and Discharge	72
	SECTION 1303. Covenant Defeasance	72
	SECTION 1304. Conditions to Defeasance or Covenant Defeasance	73
	SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	74
	SECTION 1306. Reinstatement	75



 






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INDENTURE,
dated as of October 7, 2021 between Coterra Energy Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), having its principal office at Three Memorial City Plaza, 840 Gessner
Road, Suite 1400, Houston, Texas 77024, and U.S. Bank National Association, a national banking association duly organized and existing
under the laws of the United States of America, as Trustee (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”) to be issued in one or
more series as in this Indenture provided.


 


All
things necessary to make this Indenture a valid agreement of the Company in accordance with its terms have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article I


 


DEFINITIONS
AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.
Definitions. For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:


 


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


 


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


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)            unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture;


 


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


 






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(6)            when
used with respect to any Security, the words “convert,” “converted” and “conversion” are intended
to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance
with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301, and these words
are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series
and like tenor pursuant to Section 304, 305, 306, 906 or 1107 or another similar provision of
this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean
such terms as may be specified for such Security as contemplated in Section 301;


 


(7)            unless
the context otherwise requires, any reference to “duly provided for” and other words of similar import with respect to any
amount or property required to be paid or delivered, as applicable, shall include, without limitation, having made such amount or property
available for payment or delivery;


 


(8)            references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted
by the Commission from time to time;


 


(9)            when
the words “includes” or “including” are used herein, they shall be deemed to be followed by the words “without
limitation;” and


 


(10)          “or”
is not exclusive.


 


“144A
Global Security” means a Global Security bearing the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, that shall be issued in a denomination equal to the outstanding principal amount of the
Securities of a particular series sold in reliance on Rule 144A under the Securities Act.


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 104.


 


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


 


“Applicable
Procedures” of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary,
if any, that are applicable to such matter at such time.


 


“ATOP”
has the meaning specified in Section 104.


 


“ATOP
Message” has the meaning specified in Section 205(1)(B).


 






    2 


     


    

 


“Authenticating
Agent” means, when used with respect to Securities of any series, any Person authorized by the Trustee to act on behalf
of the Trustee to authenticate the Securities of such series.


 


“Board
of Directors” means (a) as to any Person that is a corporation, the board of directors of such Person or any duly
authorized committee thereof, (b) as to any Person that is a partnership (general or limited), the board of directors of a general
partner of such partnership or any duly authorized committee thereof, or (c) with respect to any other Person, the Person or group
of Persons serving a similar function or any duly authorized committee thereof.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by its Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
Where any provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment of any
series of the Securities and the forms and terms thereof), such action may be taken by any officer or employee of the Company authorized
to take such action by its Board of Directors as evidenced by a Board Resolution.


 


“Broker
Dealer” has the meaning set forth in the applicable Registration Rights Agreement.


 


“Business
Day,” when used with respect to any Place of Payment, means any day which is not a day on which banking institutions in
that Place of Payment are authorized or obligated by law or executive order to close; provided that, when used with respect to
any Security, “Business Day” may have such other meaning, if any, as may be specified for such Security as contemplated by
Section 301.


 


“Clearstream”
means Clearstream Banking, société anonyme and its successors.


 


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


 


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


 


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


 


“Corporate
Trust Office” means the designated office of the Trustee at which at any particular time its corporate trust business shall
be administered and which, at the date hereof, is located at 950 17th Street, 12th Floor, Denver, Colorado 80202, Attn: Global Corporate
Trust, or at such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee.


 






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“corporation”
means a corporation, association, company (including a limited liability company), joint-stock company, business trust or other business
entity (other than a partnership).


 


“Covenant
Defeasance” has the meaning specified in Section 1303.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution as
may hereafter be appointed by the Company with respect to any Securities.


 


“DTC”
has the meaning specified in Section 104.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and any successor thereto.


 


“Event
of Default” has the meaning specified in Section 501.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Exchange
Offer,” has the meaning set forth in the applicable Registration Rights Agreement.


 


“Exchange
Offer Registration Statement” has the meaning set forth in the applicable Registration Rights Agreement.


 


“Exchange
Securities” means any Securities containing terms identical to Securities of a particular series bearing a Private Placement
Legend (except that such Exchange Securities shall be registered under the Securities Act and shall not be included in a Private Placement
Legend) that are issued and exchanged for any such Securities pursuant to the applicable Registration Rights Agreement in an Exchange
Offer in accordance with Section 205(3).


 


“Expiration
Date” has the meaning specified in Section 104.


 


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


 


“Global
Security” means, with respect to any series of Securities, one or more Securities issued in global form and executed by
the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in
accordance with this Indenture and pursuant to a Company Order, which (i) shall be registered in the name of the Depositary or its
nominee and (ii) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of such of the Outstanding
Securities of such series as shall be specified therein.


 






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“Holder”
means a Person in whose name a Security is, at the time of determination, registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, 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 or specific
Securities within a series established as contemplated by Section 301.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.


 


“Initial
Purchaser” has the meaning set forth in the applicable Registration Rights Agreement, if applicable.


 


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


 


“Interest
Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security.


 


“Legended
Regulation S Global Security” means a Global Security bearing the Private Placement Legend and deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of
any series of Securities initially sold in reliance on Rule 903 of Regulation S.


 


“Letter
of Transmittal,” means the letter of transmittal prepared by the Company and sent to all Holders of any series of Securities
for use by such Holders in connection with an Exchange Offer, as applicable.


 


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


 


“Notice”
has the meaning specified in Section 105.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(4).


 






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


 


“Officers’
Certificate” means a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company.


 


“Opinion
of Counsel” means a written opinion from legal counsel, who may be an employee of or counsel to the Company, and who is
acceptable to the Trustee, that meets the requirements of Section 102.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


(1) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


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


 


(3)            Securities
as to which Defeasance has been effected pursuant to Section 1302;


 


(4)            Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations
of the Company; and


 






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(5)            Securities
as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been duly provided for), or as
to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in
Section 301; provided, however, that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding
shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof
to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or
more foreign currencies, composite currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security
(or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and with respect to DTC, shall include Euroclear and Clearstream).


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities
on behalf of the Company.


 


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


 


“Place
of Payment,” when used with respect to the Securities of any series and subject to Section 1002, means the
place or places where the principal of and any premium and interest on the Securities of that series are payable as contemplated by Section 301.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or wrongfully taken Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or wrongfully taken Security.


 


“Private
Placement Legend” means the legend set forth in Section 205(4) to be placed on all Securities issued under
this Indenture without registration under the Securities Act, except where otherwise permitted by the provisions of this Indenture.


 


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


 






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“Redemption
Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to
this Indenture.


 


“Registration
Rights Agreement,” means any registration rights agreement between the Company and the other parties thereto pursuant to
which the Company agrees to register the offering of one or more specified series of Securities under the Securities Act.


 


“Regular
Record Date,” for the interest payable on any Interest Payment Date on the Securities of any series, means the date specified
for that purpose as contemplated by Section 301.


 


“Regulation
S” means Regulation S under the Securities Act.


 


“Regulation
S Global Security” means a Global Security deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee, that shall be issued in a denomination equal to the outstanding principal amount of the Securities of a particular series
sold in reliance on Regulation S.


 


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


 


“Restricted
Definitive Security” means a definitive Security bearing the Private Placement Legend.


 


“Restricted
Global Security” means a Global Security bearing the Private Placement Legend.


 


“Restricted
Period” means the applicable 40-day distribution compliance period as defined in Regulation S.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 






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“Shelf
Registration Statement” means the Shelf Registration Statement as defined in the applicable Registration Rights Agreement.


 


“Special
Record Date” for the payment of any Defaulted Interest, means a date fixed by the Trustee pursuant to Section 307.


 


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


 


“Subsidiary,”
with respect to any Person, means any (i) corporation, association or other business entity of which the outstanding capital stock
having a majority of the votes entitled to be cast in the election of directors, managers or trustees of such corporation, association
or other business entity under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or any other
Person of which a majority of the voting interests under ordinary circumstances is at the time, directly or indirectly, owned by such
Person or (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“Uniform
Commercial Code” means the Uniform Commercial Code in effect in the State of Delaware or the State of New York, as applicable,
in each case as amended from time to time.


 


“Unrestricted
Definitive Security” means one or more definitive Securities that do not bear and are not required to bear the Private
Placement Legend.


 


“Unrestricted
Global Security” means a Global Security that is deposited with or on behalf of and registered in the name of the Depositary,
representing a series of Securities, and that does not bear the Private Placement Legend.


 


“U.S.
Government Obligation” has the meaning specified in Section 1304.


 


“U.S.
Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.


 






    9 


     


    

 


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


 


SECTION 102.
Compliance Certificates and Opinions. Upon any application or request by the Company
to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee a Company Order or
Company Request, accompanied by an Officers’ Certificate and Opinion of Counsel. Each such certificate or opinion shall be given
in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given
by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


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


 


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


 


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


 


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


 


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


 


SECTION 103.
Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person
may certify or give an opinion as to such matters in one or several documents.


 


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


 






    10 


     


    

 


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


 


SECTION 104.
Acts of Holders; Record Dates. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by or pursuant to this Indenture to be given, made or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or agents
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Reasonable proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 104.


 


Without
limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, (i) a Holder,
including a Depositary or its nominee that is a Holder of a Global Security, may give, make or take, by an agent or agents duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted in or pursuant
to this Indenture to be given, made or taken by Holders, and a Depositary or its nominee that is a Holder of a Global Security may duly
appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Security in
the records of such Depositary; and (ii) with respect to any Global Security the Depositary for which is The Depository Trust Company
(“DTC”), any consent or other action given, made or taken by an “agent member” of DTC by electronic
means in accordance with the Automated Tender Offer Procedures (“ATOP”) system or other Applicable Procedures
of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global
Security, and such Act shall be deemed to have been delivered to the Company and the Trustee upon the delivery by DTC of an “agent’s
message” or other notice of such consent or other action having been so given, made or taken in accordance with the Applicable
Procedures of DTC.


 


The
fact and date of the execution by any Person of any instrument or writing may be proved by any reasonable method including the affidavit
of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is
by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. In addition, the fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 


The
ownership of Securities shall be proved by the Security Register.


 


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


 






    11 


     


    

  


With
respect to Securities of any series, the Company may set any day as a record date for the purpose of determining the Holders of Outstanding
Securities of such series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving, making or taking
of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to give, make
or take the relevant action, whether or not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is given, made or taken. Promptly after any record date
is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the
manner set forth in Sections 105 and 106.


 


The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving, making or taking of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to give, make or take
such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, however,
that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is given, made or taken. Promptly after any record date
is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Sections 105 and 106.


 






    12 


     


    

 


With
respect to any record date set pursuant to this Section 104, the party hereto which sets such record date may designate any
day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104,
the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the Expiration Date to an earlier day as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


 


Without
limiting the foregoing, a Holder entitled hereunder to give, make or take any action hereunder with regard to any particular Security
may do so, in person or by an agent duly appointed in writing, with regard to all or any part of the principal amount of such Security.


 


SECTION 105.
Notices, Etc., to Trustee, Company. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or filed in writing and delivered in Person, mailed by first class mail (registered
or certified, return receipt requested), sent by overnight courier guaranteeing next Business Day delivery to or with the Trustee addressed
to it at its Corporate Trust Office or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if made, given, furnished or filed in writing and delivered in Person, mailed by first class
mail (registered or certified, return receipt requested), sent by overnight courier guaranteeing next Business Day delivery, to or with
the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Chief
Financial Officer, with a copy to Baker Botts L.L.P., 910 Louisiana Street, Houston, Texas 77002, Attention: Justin F. Hoffman, or at
any other address previously furnished in writing to the Trustee by the Company including any email address.


 


All
requests, demands, authorizations, directions, notices, consents, waivers or Acts of Holders or other such documents 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) upon confirmation of delivery, if mailed by first class mail (registered or certified,
return receipt requested), if mailed; (iii) the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next Business Day delivery; and (iv) when receipt is acknowledged, if transmitted by electronic transmission
or other similar means of unsecured electronic communication. Notices given by publication will be deemed given on the first date on
which publication is made.


 






    13 


     


    

 


The
Trustee shall have the right to accept and act upon any notice, instruction, or other communication from the Company, including any funds
transfer instruction (each, a “Notice”), received pursuant to this Indenture by electronic transmission (including
by e-mail, web portal or other electronic methods) and reasonably believed by the Trustee to be valid and the Trustee shall not have
any duty to confirm that the person sending such Notice is, in fact, a person authorized to do so, and furthermore (i) the Trustee
shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained directly or indirectly by any party
as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information
and (ii) the Company and any other sending party agrees to assume all risks arising out of the use of electronic methods to submit
instructions, directions, reports, notices or other communications or information to the Trustee, including the risk of the Trustee acting
on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third
parties.


 


Electronic
signatures reasonably believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images
of handwritten signatures and digital signatures provided by DocuSign, Adobe Sign or any other digital signature provider identified
by any other party hereto and acceptable to the Trustee) shall be deemed original signatures for all purposes. Notwithstanding the foregoing,
the Trustee may require that a Notice in the form of an original document bearing a manual signature be delivered to the Trustee in lieu
of, or in addition to, any such electronic Notice.


 


Notwithstanding
anything to the contrary in this Indenture or the Securities, any notice to the Trustee shall be deemed given when actually received.


 


Notwithstanding
anything to the contrary in this Indenture or the Securities, (A) whenever any provision of this Indenture requires a party to send
notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities,
and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each receiving
party is the same Person acting in different capacities, then only one such notice need be sent to the Person.


 


SECTION 106.
Notice to Holders; Waiver. Where this Indenture provides for notice or other communication
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if given in writing and
mailed by first class mail (registered or certified, return receipt requested) or sent by overnight air courier guaranteeing next Business
Day delivery, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice or other communication.
Any notice or other communication shall also be so mailed or sent to any Person described in Section 313(c) of the Trust Indenture
Act, to the extent required by the Trust Indenture Act. Failure to mail or send a notice or other 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 mailed or sent in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it. Where this Indenture provides for notice or other communication in any manner, such notice or other communication
may be waived in writing by the Person entitled to receive such notice or other communication, either before or after the event, and
such waiver shall be the equivalent of such notice or other communication. Waivers of notice or other communication by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver. If the Company mails a notice or communication to the Holders, it shall mail a copy to the Trustee at the same time.


 






    14 


     


    

 


In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
or other communication by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Notwithstanding
anything to the contrary in this Indenture or the Securities, where this Indenture provides for notice or other communication with respect
to any event to a Holder of a Global Security, such notice or other communication shall be sufficiently given if given to the Depositary
for such Security (or its designee), pursuant to its Applicable Procedures. The Trustee will not have any liability relating to the contents
of any notice that it sends to any Holder pursuant to any Company Order or Company Request.


 


SECTION 107.
Trust Indenture Act Matters. If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this
Indenture.


 


SECTION 108.
Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


SECTION 109.
Successors and Assigns. All covenants and agreements in this Indenture and the Securities
by the Company and the Trustee, in accordance with Article VIII, shall bind their respective successors and assigns, whether
so expressed or not.


 


SECTION 110.
Separability Clause. 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 111.
Benefits of Indenture. Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture, except as may otherwise be provided pursuant to Section 301 with
respect to any Securities of a particular series or under this Indenture with respect to such Securities.


 


SECTION 112.
Governing Law. This Indenture and the Securities and the rights and obligations of
the parties hereto and thereto shall be governed by and construed in accordance with the law of the State of New York.


 


SECTION 113.
Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Maturity
of any Security, or any date on which a Holder has the right to convert his Security, shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section 113)) payment of interest or principal (and premium, if any),
or conversion of such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity,
or on such date for conversion, as the case may be and no interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be, if payment is made on the next succeeding Business Day.


 






    15 


     


    

 


SECTION 114.
No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or other
agreement of the Company or any Subsidiaries of the Company or of any other Person. Any such indenture, loan or other agreement may not
be used to interpret this Indenture.


 


SECTION 115.
No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company, respectively, 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. The waiver may not be effective to waive liabilities under the federal securities laws.


 


SECTION 116.
Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver, other action or Act provided
or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of
the country of publication.


 


SECTION 117.
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
epidemics, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the
Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


SECTION 118.
Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS INDENTURE.


 






    16 


     


    

 


Article II


 


SECURITY
FORMS


 


SECTION 201. Forms
Generally. As to each series of Securities, the Securities of such series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith,
be determined by the officers executing such Securities as evidenced by their execution thereof. If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of such Securities.


 


The
definitive Securities may be produced in any manner as determined by the officers of the Company executing such Securities.


 


SECTION 202.
Form of Face of Security.


 


[Insert
any legend required by the Internal Revenue Code and the regulations thereunder.]


 


	 	CUSIP
                                            [       ]
	 	 
	No.	$



 


COTERRA
ENERGY INC.


 


COTERRA
ENERGY INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to          ,
or registered assigns, the principal sum of          Dollars on         [if
the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from          (1) or
from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on          and          in
each year, commencing          , and at the Maturity thereof, at the rate of          %
per annum, until the principal hereof is paid or made available for payment, provided that any premium, and any such installment of interest,
which is overdue shall bear interest at the rate of          % per annum (to the extent
that the payment of such interest shall be legally enforceable), from the date such overdue amount is due until such amount is paid or
duly provided for, and such interest on any overdue amount shall be payable on demand]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be the          or          (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually
paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.


 






    17 


     


    

 


(1) If
the Securities of the applicable series are to be sold “flat,” insert the date of original issuance of Securities of such
series. If the Securities of the applicable series are to be issued “with accrued interest,” insert the Interest Payment
Date for Securities of such series next preceding the date of original issuance of Securities of such series.


 


[If
the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of [         ]% per annum
(to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid
or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate of [         ]%
per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until
the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]


 


Payment
of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Security in the
case of any payment due at the Maturity of the principal thereof or any payment of interest becomes payable on a day other than an Interest
Payment Date; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest
Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made
in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses
(i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of
at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest
Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment
by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions
specifying an account at a bank in New York, New York, the Company shall make such payment by wire transfer of immediately available
funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security,
remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above; provided
further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be
made pursuant to the Applicable Procedures of the Depositary.


 






    18 


     


    

 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly signed by its duly authorized officers.


 


	 	COTERRA
    ENERGY INC.,
	 	a
    Delaware corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


SECTION 203.
Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 7,
2021 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument),
between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert — limited in aggregate principal amount to $     ].


 


This
Security is the general, unsecured, senior obligation of the Company.


 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than 10 days’ nor more than
60 days’ notice, at any time [if applicable, insert — on or after [          ],
20[ ]], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert — on or before [     ],[     ]%,
and if redeemed] during the 12-month period beginning [     ] of the years indicated,


 


	Year
	Redemption
                                            Price
	Year
	Redemption
                                            Price



 






    19 


     


    

 


and
thereafter at a Redemption Price equal to [     ] % of the principal amount, together in the case of any
such redemption with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business
on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]]


 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’
notice by mail, (1) on [     ] in any year commencing with the year [          ]
and ending with the year [          ] through operation of the sinking fund
for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after [          ],
as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period
beginning [          ] of the years indicated,


 


	Year
	Redemption
                                            Price For 

Redemption Through 

Operation of the Sinking 

Fund
	Redemption
                                            Price For 

Redemption Otherwise 

Than Through Operation of 

the Sinking Fund



 


and
thereafter] at a Redemption Price equal to     % of the principal amount, together in the case of any such     redemption
(whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert — Notwithstanding the foregoing, the Company may not, prior to [     ], redeem
any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest
cost to the Company (calculated in accordance with generally accepted financial practice) of less than [     ]%
per annum.]


 


[If
applicable, insert — The sinking fund for this series provides for the redemption on [          ]
in each year beginning with the year [     ] and ending with the year [     ]
of [if applicable, insert — not less than $[          ] (“mandatory
sinking fund”) and not more than] $[     ] aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking
fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to
be made [if applicable, insert —, in the inverse order in which they become due.]]


 






    20 


     


    

 


[If
the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]


 


[If
applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security
or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.]


 


[If
the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.]


 


[If
the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and
interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount (including consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities) (1) of all Securities at the time Outstanding (voting as a single
class) or (2) if fewer than all of the series of the Securities at the time Outstanding are to be affected by such amendment or
modification, of the series to be affected (voting as a single class), except as may otherwise be provided pursuant to the Indenture
for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of not less
than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for,
Securities) (a) of the Securities at the time Outstanding (voting as a single class) or (b) if fewer than all of the series
of the Securities at the time Outstanding are to be affected by such amendment or modification, of the series of the Securities to be
affected (voting as a single class), on behalf of the Holders of all Securities or all Securities of such series so affected, as applicable,
to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of not less than a majority
in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities)
of (a) the Securities at the time Outstanding (voting as a single class) or (b) if fewer than all of the series of the Securities
at the time Outstanding are to be affected, of any series to be affected under the Indenture (voting as a single class), on behalf of
the Holders of all Securities or all Securities of such series so affected, as applicable, to waive certain past defaults under the Indenture
with respect to all Securities, or such series, as applicable, and their consequences, in the case of Clause (i) or (ii), except
as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.


 






    21 


     


    

 


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee security or indemnity
reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith, other than exchanges pursuant to Section 304,
906 or 1107 of the Indenture not involving any transfer.


 






    22 


     


    

 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


[If
this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture
relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.]


 


This
Security and the Indenture shall be governed by and construed in accordance with the law of the State of New York.


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


SECTION 204.
Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially
the following form:


 


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


 


	Dated:	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By: 	 
	 	 	Authorized Signatory


 


SECTION 205.
Special Transfer Provisions.


 


(1)            Transfer
and Exchange of Beneficial Interests in Restricted Global Securities.  The transfer and exchange of beneficial interests in
the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures.  Beneficial interests in the Restricted Global Securities shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Securities
also shall require compliance with either Clause (A) or (B) below, as applicable, as well as one or more of the other following
subclauses, as applicable:


 


(A)            Transfer
of Beneficial Interests in the Same Restricted Global Security.  Beneficial interests in any Restricted Global Security may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance
with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in the Legended Regulation S Global Security may not be made to a U.S. Person or for the account
or benefit of a U.S. Person (other than any Initial Purchaser or any U.S. Person that will take delivery if the form of an interest in
a Restricted Security).  Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Security.  No written orders or instructions shall be required
to be delivered to the Security Registrar to effect the transfers described in this Section 205(1)(A).


 






    23 


     


    

 


(B)            All
Other Transfers and Exchanges of Beneficial Interests in Global Securities.  In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 205(1)(A) above, the transferor of such beneficial interest
must deliver to the Security Registrar (1) a written order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another
Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance
with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.  Upon
consummation of an Exchange Offer by the Company in accordance with Section 205(3), the requirements of this Section 205(1)(B) shall
be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by
the holder of such beneficial interests in the Restricted Global Securities or, alternatively, if permitted by the Depositary’s
procedures, by delivery of a message (an “ATOP Message”) delivered pursuant to the Depositary’s ATOP,
or similar electronic system.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Securities pursuant to Section 205(6).


 


(C)            Transfer
of Beneficial Interests to Another Restricted Global Security.  A beneficial interest in any Restricted Global Security may
be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the
transfer complies with the requirements of Section 205(1)(A) above and the Securities Registrar receives the following:


 


(i)            if
the transferee shall take delivery in the form of a beneficial interest in the 144A Global Security, then the transferor must deliver
a certificate in a form reasonably acceptable to the Securities Registrar and the Company; and


 


(ii)            if
the transferee shall take delivery in the form of a beneficial interest in a Legended Regulation S Global Security, then the transferor
must deliver a certificate in a form reasonably acceptable to the Securities Registrar and the Company.


 






    24 


     


    

 


(D)            Transfer
and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. 
A beneficial interest in any Restricted Global Security may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted
Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Security if the exchange or transfer complies with the requirements of Section 205(1)(A) above and:


 


(i)            such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with an applicable Registration Rights Agreement and the
Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies
in writing (1) it is not an affiliate (as defined in Rule 144 under the Securities Act) of the Company, (2) it is not
engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution
of the Exchange Securities to be issued in such Exchange Offer and (3) it is acquiring the Exchange Securities in its ordinary course
of business;


 


(ii)            such
transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;


 


(iii)            such
transfer is effected by a Broker Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration
Rights Agreement; or


 


(iv)            the
Securities Registrar receives the following:


 


		(a)	if
                                            the holder of such beneficial interest in a Restricted Global Security proposes to exchange
                                            such beneficial interest for a beneficial interest in an Unrestricted Global Security, a
                                            certificate from such holder in a form reasonably acceptable to the Securities Registrar
                                            and the Company; or



 


		(b)	if
                                            the holder of such beneficial interest in a Restricted Global Security proposes to transfer
                                            such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial
                                            interest in an Unrestricted Global Security, a certificate from such holder in a form reasonably
                                            acceptable to the Securities Registrar and the Company;



 


and,
in each such case set forth in this subclause (iv), if the Securities Registrar or the Company so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the Securities Registrar and the Company to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act.


 






    25 


     


    

 


If
any such transfer pursuant to this Section 205(1) is effected at a time when a Global Security has not yet been issued,
the Company shall issue and, upon receipt of a Company Order in accordance with Section 303 hereof, the Trustee shall authenticate
one or more Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred.


 


Beneficial
interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Security.


 


(2)            Transfer
and Exchange of Definitive Securities for Definitive Securities.  Upon request by a Holder of definitive Securities and such
Holder’s compliance with the provisions of this Section 205(2), the Securities Registrar shall register the transfer
or exchange of definitive Securities.  Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory
to the Securities Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting
Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions
of this Section 205(2).


 


(A)            Restricted
Definitive Securities to Restricted Definitive Securities.  Any Restricted Definitive Security may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:


 


(i)            if
the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the
form reasonably acceptable to the Securities Registrar and the Company; and


 


(ii)            if
the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in a form reasonably acceptable to the Securities Registrar and the Company.


 


(B)            Restricted
Definitive Securities to Unrestricted Definitive Securities.  Any Restricted Definitive Security may be exchanged by the Holder
thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Security if:


 


(i)            such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in writing that (1) it is not an affiliate
(as defined in Rule 144 under the Securities Act) of the Company, (2) it is not engaged in, and does not intend to engage in,
and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in
such Exchange Offer and (3) it is acquiring the Exchange Securities in its ordinary course of business;


 






    26 


     


    

 


(ii)            any
such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;


 


(iii)            any
such transfer is effected by a Broker Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration
Rights Agreement; or


 


(iv)            the
Securities Registrar receives a certificate from such Holder in a form reasonably acceptable to the Securities Registrar and the Company
and, if the Securities Registrar so requests, an opinion of counsel in form reasonably acceptable to the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(C)            Unrestricted
Definitive Securities to Unrestricted Definitive Securities.  A Holder of Unrestricted Definitive Securities may transfer such
Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security.  Upon receipt of a request
to register such a transfer, the Securities Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions
from the Holder thereof.


 


(3)            Exchange
Offer.  Upon the occurrence of an Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company
shall issue and, upon receipt of a Company Order in accordance with Section 303, the Trustee shall authenticate (i) one
or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Securities tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they
are not affiliates (as defined in Rule 144 under the Securities Act) of the Company, (y) they are not engaged in, and do not
intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities
to be issued in such Exchange Offer and (z) they are acquiring the Exchange Securities in their ordinary course of business and
(ii) Unrestricted Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Definitive
Securities accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Securities, the Trustee shall cause
the aggregate principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Global Securities so accepted Unrestricted
Global Securities in the appropriate principal amount.


 






    27 


     


    

 


(4)            Private
Placement Legend.  Except as permitted below, each Global Security and each definitive Security (and all Securities issued in
exchange therefor or substitution thereof) that are not registered under the Securities Act shall bear a legend in substantially the
following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIORTO THE EXPIRATION
OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES UNDER RULE 144 UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER
OF THIS SECURITY, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS
SECURITY WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
 “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


Notwithstanding
the foregoing, any Global Security or definitive Security issued pursuant to Clauses (1)(D), (2)(B), (2)(C) or (3) to this
Section 205 (and all Securities issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend.


 






    28 


     


    

 


(5)            Regulation
S Global Security Legend.  Each Regulation S Global Security shall bear a legend in substantially the following form:


 


THE
RIGHTS ATTACHING TO THIS REGULATION S GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR OTHER SECURITIES
OF THIS SERIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).


 


(6)            Cancellation
and/or Adjustment of Global Securities.  At such time as all beneficial interests in a particular Global Security have been
exchanged for definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part,
each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 309 hereof. 
At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who
shall take delivery thereof in the form of a beneficial interest in another Global Security or for definitive Securities, the principal
amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global
Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee
or by the Depositary at the direction of the Trustee to reflect such increase.


 


(7)            The
Trustee shall have no 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 Note (including any transfers between
or among Depositary 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.


 


Article III


 


THE
SECURITIES


 


SECTION 301.
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which 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, and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(1)            the
title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);


 






    29 


     


    

 


(2)            any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


(3)            the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(4)            the
date or dates on which the principal of any Securities of the series is payable;


 


(5)            the
rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable
on any Interest Payment Date;


 


(6)            the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner in
which any payment may be made;


 


(7)            the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election
by the Company to redeem the Securities shall be evidenced;


 


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


 


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


 


(10)            if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)            if
other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency
units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment
in the currency of the United States of America and applying the definition of “Outstanding” in Section 101;


 






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(12)            if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated
to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any
premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and
conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);


  


(13)            if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 502;


 


(14)            if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than
the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall be determined);


 


(15)            if
applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302
or Section 1303 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 U.S. Government Obligations (or the establishment
of other arrangements) to satisfy the requirements of Section 1304(1) for defeasance of such Securities and, if other
than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)            if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of those set forth in Sections 205(4) and 205(5), any addition to, elimination
of or other change in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 305 in which
any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof
and any other provisions governing exchanges or transfers of any such Global Security;


 


(17)            any
addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in
the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 502;


 


(18)            any
addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;


 






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(19)            any
provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted
into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of,
any payment of principal or other amount and whether at the option of the Company or otherwise;


 


(20)            if
applicable, that Persons other than those specified in Section 111 shall have such benefits, rights, remedies and claims
with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for
such Securities;


 


(21)            any
change in the actions permitted or required under this Indenture to be taken by or on behalf of the Holders of the Securities of the
series, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any
specific Securities of the series rather than or in addition to the Holders of all Securities of the series;


 


(22)            any
provisions for subordination of any Securities of the series to other indebtedness of the Company (including Securities of other series);
and


 


(23)            any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).


 


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 303) set forth, or determined in the manner provided, in the Officers’ Certificate
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, unless otherwise provided pursuant to this Section 301 for any series, after issuance of Securities of such series,
such series may be reopened for issuances of additional Securities of that series.


 


The terms of any Security of
a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 301.
The matters referenced in any or all of Clauses (1) through (23) above may be established and set forth or determined as aforesaid
with respect to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act).


 


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 shall be 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 setting forth the terms of the series.


 


No Board Resolution or Officer’s
Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series
of Securities except as it may agree in writing.


 






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The Trustee and each agent
are hereby authorized to act in accordance with Applicable Procedures in with respect to any Global Security.


  


SECTION 302.
Denominations. The Securities of each series shall be issuable only in registered form without coupons and only in such
denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with
respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.


 


SECTION 303.
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman
of the Board, President or Chief Executive Officer, Chief Financial Officer, or a Vice President of the Company (or any other officer
of the Company designated in a Board Resolution and delivered to the Trustee from time to time). The signature of any of these officers
on the Securities may be in accordance with Section 106 and 1306.


 


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


 


At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, to
the Trustee for authentication, together with a Company Order, and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities. The Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating,


 


(1)            if
the form of such Securities has been established by or pursuant to Board Resolution, as permitted by Section 201, that such
form has been established in conformity with the provisions of this Indenture;


 


(2)            if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(3)            for
any issuance of Securities, that when such Securities have been 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, such Securities will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles and subject to any limitation with respect to payments in currency other than U.S. dollars.


 


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


 






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Notwithstanding the provisions
of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company
Order, and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued and cover subsequent issuances of Securities.


  


Each Security shall be dated
the date of its authentication.


 


No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in Section 309, 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.


 


SECTION 304.
Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon
Company Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of
any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and
tenor.


 






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SECTION 305.
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at each office or agency of the
Company designated as a Place of Payment pursuant to the first paragraph of Section 1002 a register (the register, maintained
in each such office or agency of the Company designated as a Place of Payment, being herein sometimes collectively referred to as the
 “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided. The Company shall cause each of the Security
Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York.


  


Upon surrender for registration
of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


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


 


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


 


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


 


No service charge shall be
made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


 


If the Securities of any series
(or of any series and specified tenor) are to be redeemed in whole or in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of selection of any such Securities for redemption under Section 1103
and ending at the close of business on the day of such selection (or during such period as otherwise specified pursuant to Section 301
for such Securities), or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.


 






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The provisions of Clauses (1),
(2), (3) and (4) below shall apply only to Global Securities:


 


(1)            Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


  


(2)            Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301,
no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, or (B) the Company has executed and delivered to the Trustee a
Company Order stating that such Global Security shall be exchanged in whole for Securities that are not Global Securities (in which case
such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind specified in Clause (A) above
or has delivered a Company Order of the kind specified in Clause (B) above, it may, in its sole discretion, designate a successor
Depositary for such Global Security within 90 days after receiving such notice or delivery of such order, as the case may be. If the
Company designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other
Global Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for
such successor Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and (4) of this provision shall
continue to apply thereto.


 


(3)            Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any
exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)            Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section 305, Section 304, 306, 906 or 1107 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee thereof.


 


Every Person who takes or holds
any beneficial interest in a Global Security agrees that:


 


(1)            the
Company and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such
Person;


 


(2)            such
Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established
by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary;


 






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(3)            the
Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal
and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary; and


  


(4)            none
of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


SECTION 306.
Mutilated, Destroyed, Lost and Wrongfully Taken Securities. If (a) any mutilated Security is surrendered to the Trustee
or (b) both (i) there shall be delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction,
loss or wrongful taking of any Security of such Holder and a request thereby for a new replacement Security of the same series, and (B) such
indemnity bond as may be required by them to save each of them and any agent of either of them harmless and (ii) such other reasonable
requirements as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied,
then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a “protected purchaser”
within the meaning of Section 8-405 of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated, destroyed, lost or wrongfully taken Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously Outstanding.


 


In case any such mutilated,
destroyed, lost or 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, pay such Security.


 


Upon the issuance of any new
Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any series
issued pursuant to this Section 306 in lieu of any destroyed, lost or wrongfully taken Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.


 


The provisions of this Section 306
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.


 






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SECTION 307.
Payment of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 301
with respect to any Securities of a series, interest on any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest (or, if no business is conducted by the Trustee at its Corporate
Trust Office on such date, at 5:00 P.M. New York City time on such date).


  


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


 


(1)            The
Company may elect to make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each of such Securities and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit 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 Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee 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 therefor to be given to each Holder
of such Securities in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed or sent, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). Before the Trustee
takes any action under this Section 307, the Company will deliver to Trustee a Company Order.


 


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


 






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The Trustee shall not at any
time be under any duty or responsibility to the Holders to determine the defaulted interest, or with respect to the nature, extent, or
calculation of the amount of defaulted interest owed, or with respect to the method employed in such calculation of the defaulted interest.


  


Except as may otherwise be
provided in this Section 307 or as contemplated in Section 301 with respect to any Securities of a series, the
Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall
be the Holder of such Security on the day such interest is paid.


 


Subject to the foregoing provisions
of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


In the case of any Security
which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for)
shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security
which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable.


 


Notwithstanding the foregoing,
the terms of any Security that may be converted may provide that the provisions of the immediately preceding paragraph do not apply,
or apply with such additions, changes or omissions as may be provided thereby, to such Security.


 


SECTION 308.
Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company and the Trustee
and any agent of the Company or the Trustee shall treat the Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


SECTION 309.
Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or
for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and
shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee after receipt of Company Order. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order and in
accordance with Trustee’s customary cancellation procedures; provided, however, that the Trustee shall not be required
to destroy such cancelled Securities.


 






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SECTION 310.
Computation of Interest. Except as otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION 311.
CUSIP Numbers. The Company, in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in “CUSIP” or “ISIN” numbers.


 


Article IV


 


SATISFACTION AND DISCHARGE


 


SECTION 401.
Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect
to the Securities of any series (except as to any surviving rights of conversion, registration of transfer or exchange of any such Security
expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when:


 


(1)            either


 


(A)            all
such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or wrongfully
taken and which have been replaced or paid as provided in Section 306 and (ii) Securities for the payment of which money
has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


(iii)            are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Company, and the Company in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 






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


 


(3)            no
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities (other than such an event or Event of Default with respect to such Securities resulting solely from the incurrence of indebtedness
or other borrowing of funds, or the grant of liens securing such indebtedness or other borrowing, all or a portion of which are to be
applied to such deposit) shall have occurred and be continuing at the time of such deposit;


 


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


 


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


 


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 607,
the obligations of the Trustee to any Authenticating Agent under Section 614, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section 401 with respect to such Securities, the obligations
of the Company of such series under Section 1002 and the obligations of the Trustee under Section 402, Section 606
and the last paragraph of Section 1003 with respect to such Securities shall survive such satisfaction and discharge.


 


SECTION 402.
Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 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 401 (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 401, 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 Clause (1) or (2) of this sentence.


 






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Article V


 


REMEDIES


 


SECTION 501.
Events of Default.


 


Except as may otherwise be
provided pursuant to Section 301 for all or any specific Securities of any series, “Event of Default,”
wherever used herein with respect to the Securities of that series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(1)            default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for
a period of 30 days; or


 


(2)            default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)            default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default
for a period of 60 days; or


 


(4)            default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or certified mail, or by overnight air courier guaranteeing
next day delivery, or otherwise sent in accordance with the terms of this Indenture, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 






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(5)            the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days (provided that, if any Person becomes the successor to the Company pursuant
to Article VIII and such Person is a corporation or partnership organized and validly existing under the law of a jurisdiction
outside the United States, each reference in this Clause (5) to an applicable Federal or State law of a particular kind shall be
deemed to refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is the successor
to the Company hereunder and is so organized and existing); or


  


(6)            the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of any such action (provided that, if any Person becomes
the successor to the Company pursuant to Article VIII and such Person is a corporation or partnership organized and validly
existing under the law of a jurisdiction outside the United States, each reference in this Clause (6) to an applicable Federal or
State law of a particular kind shall be deemed to refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for
as long as such Person is the successor to the Company hereunder and is so organized and existing); or


 


(7)            any
other Event of Default provided with respect to Securities of that series in accordance with Section 301.


 


SECTION 502.
Acceleration of Maturity; Rescission and Annulment. Except as may otherwise be provided pursuant to Section 301
for all or any specific Securities of any series, if an Event of Default (other than an Event of Default specified in Section 501(5) or
501(6)) with respect to Securities of that series at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal
amount of all the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable
thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount), together with any accrued and unpaid interest thereon, shall become immediately due and payable. Except as may otherwise
be provided pursuant to Section 301 for all or any specific Securities of any series, if an Event of Default specified in
Section 501(5) or Section 501(6) with respect to Securities of that series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, in the case of any Security of that series which specifies an
amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof),
together with any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.


 






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Except as may otherwise be
provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration of
acceleration with respect to Securities of that series has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if


 


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


 


(A)            all
overdue interest on all Securities of that series,


 


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


 


(C)            to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities,
and


 


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


 


(2)            all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 


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


 


SECTION 503.
Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if


 


(1)            default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period
of 60 days, or


 


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


 


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


 






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


 


SECTION 504.
Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company or any other obligor
upon the Securities, their property or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. The Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.


 


No provision of this Indenture
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.


 


SECTION 505.
Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.


 


SECTION 506.
Application of Money Collected. Any money collected by the Trustee pursuant to this Article or distributable in respect
of the Company’s obligations after an Event of Default shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all
amounts due the Trustee under this Indenture;


 






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


 


THIRD: To the payment of the
remainder, if any, to the Company or to whomsoever may be lawfully entitled to receive the same as a court of competent jurisdiction
may direct.


 


SECTION 507.
Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over
any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.


 


SECTION 508.
Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert. Notwithstanding any other provision
in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such
Security in accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right
to convert, and such rights shall not be impaired without the consent of such Holder.


 






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SECTION 509.
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


SECTION 510.
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


SECTION 511.
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 512.
Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Securities of such series, provided that


 


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


 


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


 


(3)            subject
to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability, or would be unjustly prejudicial
to the Holders of Securities of such series not joining in any such direction (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not such directions are unduly prejudicial to such Holders); and


 


(4)            prior
to taking any action as directed under this Section 512, the Trustee shall be entitled to security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 






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SECTION 513.
Waiver of Past Defaults. Except as may otherwise be provided pursuant to Section 301 for all or any specific
Securities of any series, the Holders of not less than a majority in principal amount (including waivers obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities) (1) of the Securities at the time Outstanding (voting as a single
class) or (2) if fewer than all of the series of the Securities at the time Outstanding are to be affected by such waiver, of all
series to be affected by such waiver (voting as a single class) may, by Act of such Holders, on behalf of the Holders of any series of
Securities to be affected by such waiver, waive any past default hereunder with respect to the applicable series of Securities then Outstanding
and its consequences, except a default


 


(1)            in
the payment of the principal of or any premium or interest on any Security of such series, or


 


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


 


Upon any such waiver with respect
to any series, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, with
respect to such series for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon. A waiver of any past default and its consequences given by or on behalf of any Holder of Securities in
connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase,
tender or exchange.


 


SECTION 514.
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 may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any
such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 514
nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in
any suit instituted by the Company or the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security
in accordance with its terms.


 


SECTION 515.
Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 






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Article VI


 


THE TRUSTEE


 


SECTION 601.
Certain Duties and Responsibilities.


 


(1)            Except
during the continuance of an Event of Default,


 


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


 


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


 


(2)            In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


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


 


(A)            this
Subsection shall not be construed to limit the effect of the first paragraph of this Section 601;


 


(B)            the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer;


 


(C)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(D)            no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to
it. The Trustee shall not be required to give any bond or surety in respect of the performance of its power or duties hereunder.


 






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(4)            Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 601.


 


(5)            No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. 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 reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or direction.


 


SECTION 602.
Notice of Defaults. If a default or Event of Default occurs and is continuing hereunder with respect to Securities of any
series, and if it is known to the Trustee, the Trustee shall mail or send to the Holders of Securities of such series notice of such
default or Event of default within 90 days after the Trustee gains knowledge of the default or Event of Default unless such default or
Event of Default shall have been cured or waived before the giving of such notice. Except in the case of a default or Event of Default
in payment of principal of, premium or interest on Securities of any series, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the
Securities of such series. For the purpose of this Section 602 and Section 1005, the term “default”
means, with respect to Securities of any series, any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.


 


SECTION 603.
Certain Rights of Trustee. Subject to the provisions of Section 601:


 


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


 


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


 


(3)            whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee shall be entitled to receive and may, in the absence of bad faith on its part, conclusively
rely upon, and shall not be liable for any action it takes or omits to take in good faith in reliance upon, an Officers’ Certificate
or an Opinion of Counsel;


 






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


 


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


 


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


 


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


 


(8)            the
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any
person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded;


 


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


 


(10)            the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee from the Company or from the Holders of at least 25% of the aggregate principal amount of the Outstanding Securities
of that series, and such notice references the Securities and this Indenture;


 






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(11)            no
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any clearinghouse
or Depositary;


 


(12)            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; and


 


(13)            the
rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed
to act hereunder.


 


SECTION 604.
Not Responsible for Recitals or Issuance of Securities. The recitals contained in the Indenture and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee does not
assume any responsibility for their correctness. The Trustee makes no representations as to and shall not be responsible for the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company
of Securities or the proceeds thereof or any money paid to the Company or upon the Company’s direction under any provision of this
Indenture, and it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee.
The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations,
warranties or agreements on the part of the Company. Under no circumstances shall the Trustee be liable in its individual capacity for
the obligations evidenced by the Securities. The Trustee shall have no obligation to pursue any action that is not in accordance with
applicable law. The Trustee shall not be responsible for and makes no representation as to any act or omission of any rating agency or
any rating with respect to the Securities. The Trustee shall have no obligation to independently determine or verify if any event has
occurred related to, or notify the Holders of any event dependent upon, the rating of the Securities, or if the rating on the Securities
has been changed, suspended or withdrawn by any rating agency.


 


SECTION 605.
May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION 606.
Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds and need not
be held in an interest-bearing account, in each case, except to the extent required by law or by any other provision of this Indenture.
The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder except
as otherwise agreed in writing with the Company.


 






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SECTION 607.
Compensation and Reimbursement.


 


(1)            The
Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Security
Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a
written schedule provided by the Trustee to the Company. 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 and customary disbursements,
advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those
resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and
customary compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(2)            The
Company shall indemnify and hold harmless the Trustee in its capacity against any and all losses, liabilities, damage, claim, fee, cost,
or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 607)
and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, bad faith or willful misconduct as finally adjudicated 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 cooperate in the
defense. The Trustee may elect to have separate counsel defend the claim, but the Company shall be obligated to pay the reasonable fees
and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest
between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the
Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The
Company need not reimburse the Trustee for any expense or indemnity against liability or loss of the Trustee to the extent such expense,
liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee as finally adjudicated by a court
of competent jurisdiction. The provisions of this Section 607(2) shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee.


 


(3)            As
security for the performance of the obligations of the Company under this Section 607 the Trustee shall have a lien prior
to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for
the payment of principal of (and premium, if any) or interest on Securities of such series. Such lien shall survive satisfaction and
discharge of this Indenture.


 


(4)            Without
limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable Federal or State bankruptcy, insolvency or other similar law. To the extent that the payment of any such expenses of the
Trustee, its agents and counsel, and any other amounts due the Trustee out of the estate in any such proceeding, shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors’ committee or other similar committee.


 






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(5)            The
provisions of this Section 607 shall survive the termination of this Indenture.


 


SECTION 608.
Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions
of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to
have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.


 


SECTION 609.
Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect
to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $100,000,000
and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609
and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect
to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.


 


SECTION 610.
Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance
with the applicable requirements of Section 611.


 


The Trustee may resign at any
time (in its capacity as Trustee or other capacities including Paying Agent) with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 






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The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of a notice of removal pursuant to this paragraph, the
Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


If at any time:


 


(1)            the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or


 


(2)            the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


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


 


then, in any such case, (A) the Company
by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become
the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 






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The Company shall give notice
of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


SECTION 611.
Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and 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 become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.


 






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Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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


 


SECTION 612.
Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 


SECTION 613.
Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


 


SECTION 614.
Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon
original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306,
and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and
a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series.
Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section 614.


 






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Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section 614, without the execution or filing of any paper or any further act on the part
of the Trustee, the Company, the Authenticating Agent or such successor corporation.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent with respect to any series
of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such
series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.


 


If an appointment is made pursuant
to this Section 614 with respect to Securities of any series, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION,
 as Trustee
	 	 	 
		By:	[NAME OF AUTHENTICATING AGENT],

                                            as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Article VII


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


SECTION 701.
Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee


 






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(1)            semi-annually,
not later than May 15 and November 15 in each year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of each series as of the immediately preceding May 1 or November 1 as the case may
be, and


 


(2)            at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names
and addresses received by the Trustee in its capacity as Security Registrar.


 


SECTION 702.
Preservation of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701
and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so furnished.


 


The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither of the Company nor the Trustee nor any agent
of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.


 


SECTION 703.
Reports by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to Section 313 of the Trust Indenture Act at the times and in the manner provided pursuant
thereto.


 


Reports so required to be transmitted
at stated intervals of not more than 12 months shall be transmitted no later than April 15 and shall be dated as of April 1
in each calendar year, commencing in 2022 (but if no such event has occurred within such periods no report need be transmitted).


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed,
with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange and
of any delisting thereof.


 


SECTION 704.
Reports by Company. The Company will furnish or file with the Trustee, within 15 days after it files the same with the
Commission, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act. If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange
Act, the Company will furnish to all Holders of the Securities and bona fide prospective purchasers of the Securities designated
by the Holders of the Securities, promptly on their request, the information required to be delivered pursuant to Rule 144A(d)(4) promulgated
under the Securities Act. For purposes of this covenant, the Company will be deemed to have furnished such reports and information to,
or filed such reports and information with, the Trustee and the Holders of Securities and bona fide prospective purchasers as
required by this covenant if it has filed such reports or information with the SEC via the EDGAR filing system or otherwise made such
reports or information publicly available on a freely accessible page on the Company’s website. Delivery of any reports, information
and documents to the Trustee is for informational purposes only and receipt of such reports and documents shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance
with the covenants under this Indenture or the Securities or with respect to any reports or other documents filed with the Commission
through the EDGAR system or any website under this Indenture.


 






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Article VIII


 


SUCCESSORS


 


SECTION 801.
Merger and Consolidation.


 


(1)            The
Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets on a consolidated
basis to, any Person, unless:


 


(A)            the
resulting, surviving or transferee Person (the “Successor Company”) will be a company, corporation, partnership, trust
or limited liability company organized and existing under the laws of the United States of America, any State of the United States or
the District of Columbia and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all the obligations of the Company under the Securities and the Indenture; provided that if the Successor Company
is not a corporation, a corporate wholly owned Subsidiary organized under the laws of the United States of America, any State thereof
or the District of Columbia shall become a co-issuer of the Securities;


 


(B)            immediately
after giving effect to such transaction no Event of Default shall have occurred and be continuing; and


 


(C)            the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have
been complied with.


 






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(2)            For
purposes of this Article VIII the sale, lease, conveyance, transfer or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be
deemed to be the transfer of all or substantially all of the properties and assets of the Company on a consolidated basis.





 


(3)            The
predecessor Company will be released from its obligations under the Securities and the Indenture and the Successor Company will succeed
to, and be substituted for, and may exercise every right and power of, the Company under the Securities and the Indenture, but, in the
case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal
of and interest on the Securities.


 


Article IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.
Supplemental Indentures Without Consent of Holders. Except as may otherwise be provided pursuant to Section 301
for all or any specific Securities of any series, without the consent of any Holders, the Company and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


 


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


 


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


 


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


 


(4)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form; or


 






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(5)            to
add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series (and if such addition,
change or elimination is to apply with respect to less than all Securities of such series, stating that it is expressly being made to
apply solely with respect to such Securities within such series), provided that any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding; or





 


(6)            to
add guarantees with respect to the Securities; or


 


(7)            to
secure the Securities; or


 


(8)            to
establish the form or terms of all or any Securities of any series as permitted by Sections 201 and 301; or


 


(9)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or


 


(10)            to
add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities
or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment
or conversion of such Securities; or


 


(11)            to
comply with any rules of any applicable Depositary; or


 


(12)            to
conform the text of this Indenture or any Securities to any provision of the “Description of the Notes” (or comparable) section
in any offering memorandum, prospectus or prospectus supplement of the Company prepared from time to time after the date of this Indenture
with respect to the offer and sale of Securities of any series, to the extent that such provision was intended to be a verbatim recitation
of a provision of this Indenture or the Securities; or


 


(13)            to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant
to this Clause (13) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.


 


The Trustee is hereby authorized
to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.





 






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SECTION 902.
Supplemental Indentures With Consent of Holders. Except as may otherwise be provided pursuant to Section 301
for all or any specific Securities of any series, with the consent of the Holders of not less than a majority in principal amount (including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) (1) of the Securities at
the time Outstanding (voting as a single class) or (2) if fewer than all of the series of the Securities at the time Outstanding
are affected by such supplemental indenture, of all series affected by such supplemental indenture (voting as a single class), by Act
of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities or of the Holders of Securities
of such series, as applicable, under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby (including consents obtained in connection with a purchase of,
or tender offer or exchange offer for, Securities),


 


(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or permit the Company to redeem any Security if, absent such supplemental indenture, the
Company would not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to receive or to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


 


(2)            if
any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right
to require repurchase or conversion of such Security on the terms provided therein, or


 


(3)            reduce
the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together as one
class, as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of
whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance
with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(4)            modify
any of the provisions of this Section 902, Section 513 or Section 1006.


 






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A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one
or more particular Securities or series of Securities, or which modifies the rights of the Holders of such Securities or 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
Securities or of any other series, as applicable.





 


It shall not be necessary for
any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof. A consent to any indenture supplemental hereto by or on behalf of any
Holder of Securities given in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not
be rendered invalid by such purchase, tender or exchange.


 


SECTION 903.
Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel and Officers’
Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 


SECTION 904.
Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


SECTION 905.
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act.


 


SECTION 906.
Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Article X


 


COVENANTS


 


SECTION 1001.
Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.





 






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SECTION 1002.
Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities may be surrendered for conversion and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands. The Company shall cause each of the Security Registrar and the Paying
Agent to maintain an office or agency in the Borough of Manhattan, The City of New York.


 


The Company may also from time
to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


With respect to any Global
Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however,
that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such
Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions
of this Indenture.


 


SECTION 1003.
Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and
any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, on or prior to 11:00 A.M., New York City time, on each due date
of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust
funds with a trustee pursuant to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to
pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 






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The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default
by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of
that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment
in respect of the Securities of that series.


 


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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on
any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall,
at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date
of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


SECTION 1004.
Corporate Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights (charter and statutory), licenses and franchises; provided,
however, that the Company will not be required to preserve any such right, license or franchise if it shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company.


 


SECTION 1005.
Statement by Officers as to Default. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officers’ Certificate complying with Section 314(a)(4) of the Trust
Indenture Act, stating that a review of the activities of the Company during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and compliance with conditions and covenants, with respect to the Securities of each series Outstanding and further stating,
as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed,
performed and fulfilled its obligations, conditions and covenants under this Indenture with respect to Securities of such series and
is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect
to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such
series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing
all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take
with respect thereto).








 






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SECTION 1006.
Waiver of Certain Covenants. Except as otherwise provided pursuant to Section 301 for all or any specific Securities
of any series, the Company may, with respect to all or any Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in Section 1004 or in any covenant provided pursuant to Section 301(18),
901(2), 901(6) or 901(8) for the benefit of the Holders of such series or in Article VIII
if, before the time for such compliance, the Holders of not less than a majority in principal amount (including waivers obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities) (1) of all the Securities at the time Outstanding (voting
as a single class) or (2) if fewer than all of the series of the Securities at the time Outstanding are affected by such omission,
of the series affected by such waiver (voting as a single class) shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. A waiver
of compliance given by or on behalf of any Holder of Securities in connection with a purchase of, or tender or exchange offer for, such
Holder’s Securities will not be rendered invalid by such purchase, tender or exchange.


 


Article XI


 


REDEMPTION OF SECURITIES


 


SECTION 1101.
Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.


 


SECTION 1102.
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be established in or
pursuant to a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case
of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting
only a single Security), the Company shall, at least 5 Business Days prior to delivery of notice of redemption to Holders of Securities
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), deliver a Company Request to Trustee, together with
the notice to be given, and notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed
and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (1) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant
to an election of the Company that is subject to a condition specified in the terms of the Securities of the series to be redeemed, the
Company shall furnish the Trustee with an Officers’ Certificate and Opinion of Counsel evidencing compliance with such restriction
or condition. Redemptions may be conditioned upon the occurrence of conditions precedent with respect to the redemption.


 






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SECTION 1103.
Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, in the case of Global Securities by Applicable Procedures
or otherwise by pro rata method and which may provide for the selection for redemption of a portion of the principal amount of any Security
of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security. If required by Applicable Procedures for Global Securities,
or otherwise for Definitive Securities, if less than all the Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption
in accordance with the preceding sentence.


 


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


 


The Trustee shall promptly
notify the Company and each Security Registrar in writing of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the two preceding
paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in
whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


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


 


SECTION 1104.
Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 106 not less than
10 days nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301
for the relevant Securities), to each Holder of Securities to be redeemed, at its address appearing in the Security Register.





 






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All notices of redemption shall
identify the Securities to be redeemed (including CUSIP numbers, if any, and that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such noticed or printed on the Securities), the paragraph of the Securities and the Section of
the Indenture pursuant to which the Securities called for redemption are being redeemed, and shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price,


 


(3)            if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


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


 


(5)            the
place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(6)            the
conditions precedent for the redemption, if any,


 


(7)            for
any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security to
be redeemed will terminate and the place or places where such Securities may be surrendered for conversion, and


 


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


 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, by Company Request, by the Trustee in the name and at the expense of
the Company.


 


SECTION 1105.
Deposit of Redemption Price. Prior to 11:00 A.M., New York City time, on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be
an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date, other than any Securities called
for redemption on that date which have been converted prior to the date of such deposit.


 






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If any Security called for
redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided
in the last paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.





 


SECTION 1106.
Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued interest or unless the conditions precedent for the redemption
have not been satisfied) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


SECTION 1107.
Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company and
the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the
same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


SECTION 1108.
No Limit on Repurchases. Nothing in this Indenture or the Securities shall prohibit or limit the right of the Company or
any Affiliate of the Company to repurchase Securities from time to time at any price in open market purchases or private transactions
at negotiated prices, by tender offer or otherwise, in each case without any notice to or consent by Holders. Any Securities purchased
by the Company or any Affiliate of the Company may, to the extent permitted by law and at the discretion of the Company, be held, resold
or delivered to the Trustee for cancellation. Any such Securities delivered to the Trustee for cancellation may not be resold and shall
be disposed of as directed by Company Order.


 






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Article XII


 


SINKING FUNDS





 


SECTION 1201.
Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement
of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.


 


The minimum amount of any sinking
fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities
as provided for by the terms of such Securities.


 


SECTION 1202.
Satisfaction of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been converted
in accordance with their terms or which have been redeemed either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms
of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee
at the Redemption Price, as specified in the Securities so to be redeemed (or at such other prices as may be specified for such Securities
as contemplated in Section 301), for redemption through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.


 


SECTION 1203.
Redemption of Securities for Sinking Fund. Not less than 45 days (or such shorter period as shall be satisfactory to the
Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 






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Article XIII


 


DEFEASANCE AND COVENANT DEFEASANCE





 


SECTION 1301.
Company’s Option to Effect Defeasance or Covenant Defeasance. Unless otherwise designated pursuant to Section 301(15),
the Securities of any series of Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 1302
or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with
the conditions set forth below in this Article. The Company may elect, at its option, at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities so subject to defeasance or covenant defeasance. Any such
election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such
Securities.


 


SECTION 1302.
Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section 1302
applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section 1302 on and after the date the conditions set forth
in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have
satisfied all their other respective obligations under such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which
shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 1304(1) and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities
in accordance with their terms, (2) the obligations of the Company with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section 1302 applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 1303 applied to such Securities.


 







SECTION 1303.
Covenant Defeasance. Upon the Company’s exercise of its option (if any) to have this Section 1303 applied
to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under
Section 1004 and any covenants provided pursuant to Section 301(18), 901(2), 901(6) or 901(8) for
the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with
respect to Section 1004 and any such covenants provided pursuant to Section 301(18), 901(2), 901(6) or
901(7)) and 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities
as provided in this Section 1303 on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect
to such Securities, 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 specified Section (to the extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this Indenture and such Securities thereof shall be unaffected
thereby.





 






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SECTION 1304.
Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302
or Section 1303. to any Securities or any series of Securities, as the case may be:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits
of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date
of any payment, money in an amount, or (C) such other obligations or arrangements as may be specified as contemplated by Section 301
with respect to such Securities, or (D) a combination thereof, in each case sufficient (except in the case of clause (A), in
the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed
in a written certification thereof delivered to the Trustee) to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the timely payment of which the
full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held
by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest
on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect
of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


(2)            In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and exclusions, stating 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 (A) or (B) to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, Defeasance and discharge
were not to occur.





 






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(3)            In
the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and exclusions, to the effect that
the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit and Covenant Defeasance were not to occur.


 


(4)            The
Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)            No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities (other than such an event or Event of Default with respect to such Securities resulting solely from the incurrence of indebtedness
or other borrowing of funds, or the grant of liens securing such indebtedness or other borrowing, all or a portion of which are to be
applied to such deposit) shall have occurred and be continuing at the time of such deposit.


 


(6)            Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or
instrument (other than this Indenture insofar as such Securities are concerned) to which the Company is a party or by which it is bound.


 


(7)            The
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of such Securities over the other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company.


 


(8)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


SECTION 1305.
Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions
of the last paragraph of Section 1303, all money, U.S. Government Obligations and other obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306,
the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304
in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying
Agent or any Subsidiary or Affiliate of the Company) as the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal and any premium and interest, but money and U.S. Government Obligations so held in
trust need not be segregated from other funds except to the extent required by law.





 






    74 


     


    

 


The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to
Section 1304 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 Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money, U.S.
Government Obligations or other obligations held by it as provided in Section 1304 with respect to any Securities which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


 


SECTION 1306.
Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with
respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the respective obligations under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all
money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.


 


This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. Delivery of an executed counterpart of this Indenture by facsimile or electronic transmission
shall be equally as effective as delivery of an original executed counterpart of this Indenture. Any party delivering an executed counterpart
of this Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Indenture, but
failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Indenture.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and
the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 






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


 


	 	COTERRA
    ENERGY INC.
	 	 
	 	By: 	/s/ Scott C. Schroeder
	 	 	Name: Scott C. Schroeder
	 	 	Title: Executive Vice President and Chief Financial Officer




 


Signature Page to Indenture


 



     


     


    




 


	 	U.S.
    BANK NATIONAL ASSOCIATION
	 	 
	 	By:	 /s/ Michael McGuire
	 	 	Name: Michael McGuire
	 	 	Title: Vice President




 


Signature
Page to Indenture