EXHIBIT 4.1


 


EXECUTION VERSION


 


 


Kyndryl
Holdings, Inc. 


 


and 


 


The
Bank of New York Mellon Trust Company, N.A. 


 


as Trustee


 


 


Indenture


 


Dated as of October 15, 2021


 


Senior Debt Securities


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 
	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01. Definitions.	1
	Section 1.02. Compliance Certificates and Opinions.	8
	Section 1.03. Form of Documents Delivered to Trustee.	8
	Section 1.04. Acts of Holders; Record Dates.	9
	Section 1.05. Notices, Etc., to Trustee and Company.	11
	Section 1.06. Notice to Holders; Waiver.	12
	Section 1.07. Conflict with Trust Indenture Act.	12
	Section 1.08. Effect of Headings and Table of Contents.	13
	Section 1.09. Successors and Assigns.	13
	Section 1.10. Separability Clause.	13
	Section 1.11. Benefits of Indenture.	13
	Section 1.12. Governing Law.	13
	Section 1.13. Legal Holidays.	14
	Section 1.14. Indenture and Securities Solely Corporate Obligations.	14
	Section 1.15. Indenture May be Executed in Counterparts.	14
	Section 1.16. Obligation to Disclose Beneficial Ownership of Securities.	15
	Section 1.17. Acceptance of Trust.	15
	 	 
	ARTICLE Two SECURITY FORMS	15
	Section 2.01. Forms Generally.	15
	Section 2.02. Form of Face of Security.	16
	Section 2.03. Form of Reverse of Security.	17
	Section 2.04. Form of Legend for Global Securities.	22
	Section 2.05. Form of Trustee’s Certificate of Authentication.	22
	Section 2.06. Form of Conversion Notice.	23
	 	 
	ARTICLE Three THE SECURITIES	24
	Section 3.01. Amount Unlimited; Issuable in Series.	24
	Section 3.02. Denominations.	27
	Section 3.03. Execution, Authentication, Delivery and Dating.	27
	Section 3.04. Temporary Securities.	29
	Section 3.05. Registration; Registration of Transfer and Exchange.	29
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities.	31
	Section 3.07. Payment of Interest; Interest Rights Preserved.	32
	Section 3.08. Persons Deemed Owners.	33
	Section 3.09. Cancellation.	34
	Section 3.10. Computation of Interest.	35
	Section 3.11. CUSIP Numbers.	35
	 	 
	ARTICLE Four SATISFACTION AND DISCHARGE	35
	Section 4.01. Satisfaction and Discharge of Indenture.	35
	Section 4.02. Application of Trust Money.	36
	Section 4.03. Repayment to the Company.	36



 






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	ARTICLE Five REMEDIES	37
	Section 5.01. Events of Default.	37
	Section 5.02. Acceleration of Maturity; Rescission and Annulment.	38
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.	39
	Section 5.04. Trustee May File Proofs of Claim.	39
	Section 5.05. Trustee May Enforce Claims Without Possession of Securities.	40
	Section 5.06. Application of Money Collected.	40
	Section 5.07. Limitation on Suits.	40
	Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.	41
	Section 5.09. Restoration of Rights and Remedies.	41
	Section 5.10. Rights and Remedies Cumulative.	41
	Section 5.11. Delay or Omission Not Waiver.	41
	Section 5.12. Control by Holders.	42
	Section 5.13. Waiver of Past Defaults.	42
	Section 5.14. Undertaking for Costs.	42
	Section 5.15. Waiver of Usury, Stay or Extension Laws.	42
	 	 
	ARTICLE Six THE TRUSTEE	43
	Section 6.01. Certain Duties and Responsibilities.	43
	Section 6.02. Notice of Defaults.	44
	Section 6.03. Certain Rights of Trustee.	44
	Section 6.04. Not Responsible for Recitals or Issuance of Securities.	46
	Section 6.05. May Hold Securities and Act as Trustee Under Other Indentures.	46
	Section 6.06. Money Held in Trust.	46
	Section 6.07. Compensation and Reimbursement.	46
	Section 6.08. Conflicting Interests.	47
	Section 6.09. Corporate Trustee Required; Eligibility.	47
	Section 6.10. Resignation and Removal; Appointment of Successor.	48
	Section 6.11. Acceptance of Appointment by Successor.	49
	Section 6.12. Merger, Conversion, Consolidation or Succession to Business.	50
	Section 6.13. Preferential Collection of Claims Against Company.	50
	Section 6.14. Appointment of Authenticating Agent.	50
	 	 
	ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	52
	Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.	52
	Section 7.02. Preservation of Information; Communications to Holders.	52
	Section 7.03. Reports by Trustee.	52
	Section 7.04. Reports by Company.	53
	 	 
	ARTICLE Eight CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	53
	Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.	53
	Section 8.02. Successor Substituted.	54
	 	 
	ARTICLE Nine SUPPLEMENTAL INDENTURES	54
	Section 9.01. Supplemental Indentures Without Consent of Holders.	54
	Section 9.02. Supplemental Indentures With Consent of Holders.	55
	Section 9.03. Execution of Supplemental Indentures.	56
	Section 9.04. Effect of Supplemental Indentures.	56
	Section 9.05. Conformity with Trust Indenture Act.	56
	Section 9.06. Reference in Securities to Supplemental Indentures.	56



 






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	ARTICLE Ten COVENANTS	56
	Section 10.01. Payment of Principal, Premium and Interest.	56
	Section 10.02. Maintenance of Office or Agency.	56
	Section 10.03. Money for Securities Payments to Be Held in Trust.	57
	Section 10.04. Statement by Officers as to Default.	57
	Section 10.05. Existence.	58
	Section 10.06. Waiver of Certain Covenants.	58
	 	 
	ARTICLE Eleven REDEMPTION OF SECURITIES	58
	Section 11.01. Applicability of Article.	58
	Section 11.02. Election to Redeem; Notice to Trustee.	58
	Section 11.03. Selection by Trustee of Securities to Be Redeemed.	59
	Section 11.04. Notice of Redemption.	59
	Section 11.05. Deposit of Redemption Price.	61
	Section 11.06. Securities Payable on Redemption Date.	61
	Section 11.07. Securities Redeemed in Part.	62
	 	 
	ARTICLE Twelve SINKING FUNDS	62
	Section 12.01. Applicability of Article.	62
	Section 12.02. Satisfaction of Sinking Fund Payments with Securities.	62
	Section 12.03. Redemption of Securities for Sinking Fund.	63
	 	 
	ARTICLE Thirteen DEFEASANCE AND COVENANT DEFEASANCE	63
	Section 13.01. Company’s Option to Effect Defeasance or Covenant Defeasance.	63
	Section 13.02. Defeasance and Discharge.	63
	Section 13.03. Covenant Defeasance.	64
	Section 13.04. Conditions to Defeasance or Covenant Defeasance.	64
	Section 13.05. Deposited Money and U.S. Government Obligations to Be Held in Trust, Miscellaneous Provisions.	66
	Section 13.06. Reinstatement.	66
	 	 
	ARTICLE Fourteen CONVERSION AND EXCHANGE OF SECURITIES	67
	Section 14.01. Applicability of Article.	67
	Section 14.02. Exercise of Conversion and Exchange Privilege.	67
	Section 14.03. No Fractional Shares.	68
	Section 14.04. Adjustment of Conversion and Exchange Price.	69
	Section 14.05. Notice of Certain Corporate Actions. In case:	69
	Section 14.06. Reservation of Shares of Common Stock.	70
	Section 14.07. Payment of Certain Taxes Upon Conversion and Exchange.	70
	Section 14.08. Nonassessability.	70
	Section 14.09. Provision in Case of Consolidation, Merger or Sale of Assets.	70
	Section 14.10. Duties of Trustee Regarding Conversion and Exchange.	71
	Section 14.11. Repayment of Certain Funds Upon Conversion and Exchange.	72
	 	 
	ARTICLE Fifteen GUARANTEES	72
	Section 15.01. Guarantee.	72
	Section 15.02. Limitation on Guarantor Liability.	74
	Section 15.03. Execution and Delivery.	74
	Section 15.04. Subrogation.	75
	Section 15.05. Benefits Acknowledged.	75
	Section 15.06. Release of Guarantees.	75
	 	 


 






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Kyndryl Holdings, Inc.


 


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


 


	 	
    Trust Indenture

    Act Section
	
    Indenture

    Section

	§310	(a)(1)	6.09
	 	(a)(2)	6.09
	 	(a)(3)	Not Applicable
	 	(a)(4)	Not Applicable
	 	(b)	6.08, 6.10
	§311	(a)	6.13
	 	(b)	6.13
	§312	(a)	7.01, 7.02
	 	(b)	7.02
	 	(c)	7.02
	§313	(a)	7.03
	 	(b)	7.03
	 	(c)	7.03
	 	(d)	7.03
	§314	(a)	7.04
	 	(a)(4)	1.01, 10.04
	 	(b)	Not Applicable
	 	(c)(1)	1.02
	 	(c)(2)	1.02
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	1.02
	§315	(a)	6.01
	 	(b)	6.02
	 	(c)	6.01
	 	(d)	6.01
	 	(e)	5.14 
	§316	(a)	1.01
	 	(a)(1)(A)	5.02, 5.12
	 	(a)(1)(B)	5.13
	 	(a)(2)	Not Applicable
	 	(b)	5.08
	 	(c)	1.04 
	§317	(a)(1)	5.03
	 	(a)(2)	5.04
	 	(b)	10.03 
	§318	(a)	1.07 



 






 



 


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


 






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INDENTURE, dated as of October 15, 2021 between
Kyndryl Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal executive office at One Vanderbilt Avenue, 15th Floor, New York, NY 10017, and The Bank of New York Mellon Trust
Company, N.A., 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 provided in this Indenture.


 


All things necessary to make this Indenture a valid
and binding 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 covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof appertaining, as follows:


 


ARTICLE
One



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01. Definitions.


 


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


 


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


 


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


 


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


 


(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;


 


(6)              
“or” is not exclusive;


 


(7)              
the words “including,” “includes” and “include” shall be deemed to be followed by the words
 “without limitation”; and


 


(8)              
words importing any gender include the other genders.


 


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


 


“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.


 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


“Authorized Officers” has the
meaning specified in Section 1.03.


 


“Board of Directors” means either
the Board of Directors of the Company or any duly authorized committee empowered by that Board of Directors thereof to act with respect
to this Indenture.


 


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


 


“Business Day” means any calendar
day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York,
New York.


 


“Commission” means the Securities
and Exchange Commission, 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.


 


“Common Stock” includes
any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the
Company; provided, however, subject to the provisions of this Indenture, shares issuable upon conversion
of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or
shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of
the Company and which are not subject to redemption by the Company; provided, further that if at any time there
shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all
such classes resulting from all such reclassifications.


 






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“Company” means the corporation
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 the Chairman of the Board, the principal executive
officer, the principal financial officer, a President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, and delivered to the Trustee.


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office
at the date of the execution of this instrument is located at 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262, Attn: Corporate
Trust Division, or such other address as the Trustee may designate from time to time by written notice to the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by written
notice to the Company).


 


“corporation” means a corporation,
association, company, limited liability company, joint-stock company or business trust.


 


“Covenant Defeasance” has the
meaning specified in Section 13.03.


 


“Defaulted Interest” has the
meaning specified in Section 3.07.


 


“Defeasance” has the meaning
specified in Section 13.02.


 


“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.


 


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


 






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


 


“Exchange Act” means the Securities
Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date” has the meaning
specified in Section 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series, is issued to the Depositary for such series in accordance with Section 3.03,
and bears the legend set forth in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such Securities).


 


“Guarantee” with respect to
Securities of any series which the Company shall determine will be guaranteed by another Person, means the unconditional and unsubordinated
guarantee by a Guarantor of the due and punctual payment of principal of and interest on a series of Securities when and as the same shall
become due and payable, whether at the stated maturity, by acceleration, call for redemption or otherwise in accordance with the terms
of the Securities of such series and this Indenture.


 


“Guarantor” shall mean, with
respect to any series of Securities, any Person providing a Guarantee of such series of Securities pursuant to Article Fifteen.


 


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


 






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“Instructions” has the meaning
specified in Section 1.03.


 


“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.


 


“Investment Company Act” means
the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Notice of Default” means a
written notice of the kind specified in Section 5.01(4).


 


“Officer” means, with respect
to the Company or any Guarantor, the Chairman of the Board, the principal executive officer, the principal financial officer, a President,
a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person.


 


“Officer’s Certificate”
means, with respect to the Company or any Guarantor, a certificate signed by an Officer of such Person, and delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the Trustee.


 


“Original Issue Discount Security”
means any Security that 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 5.02.


 


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


 


(1)              
Securities theretofore canceled 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 13.02; and


 






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(4)              
 Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of
the Company; provided, however, that in determining whether the Holders of the requisite principal amount of 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 5.02, (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
3.01, (C) the principal amount of a Security denominated in one or more foreign 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 3.01,
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 or of such other obligor.


 


“Paying Agent” means any Person
authorized by the Company to pay the principal of, premium, if any, or interest, if any, on any Securities on behalf of the Company, and
shall initially be the Trustee.


 


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


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities
of that series are payable as specified as contemplated by Section 3.01.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security,
and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.


 


“Record Date” means any Regular
Record Date or Special Record Date.


 






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“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.


 


“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.


 


“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 3.01.


 


“Responsible Officer” means,
with respect to the Trustee, any officer assigned to the Corporate Trust Division - Corporate Finance Unit (or any successor division
or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration
of this Indenture, and for the purposes of Section 6.01(c)(2) and Section 6.02 shall also include any other officer of the Trustee to
whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“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 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


“Stated Maturity,” when used
with respect to any Security or any installment of principal thereof or interest, if any, 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, if any, is due and payable.


 


“Subsidiary” means, with respect
to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity
the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of that date, as well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date,
owned, controlled or held by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the
parent.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument 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.


 






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


 


“U.S. Government Obligation”
has the meaning specified in Section 13.04(1).


 


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


 


Section
1.02. Compliance Certificates and Opinions.


 


Upon any application or request by the Company
to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s
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 or she has made such examination or investigation as is necessary
to enable him or her 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
1.03. Form of Documents Delivered to Trustee.


 


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


 






    8


     


    

 


Any such certificate or opinion of an officer of
the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or representations
by, an accountant or firm of accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows that
the certificate or opinion or representations with respect to the accounting matters upon which his or her certificate or opinion are
based are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement
that such firm is independent.


 


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
1.04. Acts of Holders; Record Dates.


 


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 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 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. The Trustee shall promptly deliver to the Company
copies of all such instrument or instruments and records delivered to the Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


The fact and date of the execution by any Person
of any such instrument or writing may be proved by 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 or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. 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.


 






    9


     


    

 


The Company may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization,
direction, vote, 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 not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making 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 take the relevant action, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless 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 canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is 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 Section 1.06.


 


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 or making of (i) any Notice
of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in
Section 5.07(2) or (iv) any direction referred to in Section 5.12, 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 join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless 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 canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is 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 Section 1.06.


 


With respect to any record date set pursuant
to this Section, the party hereto which sets such record dates 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 1.06, 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, 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 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 take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.


 






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


 


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


 


(1)              
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing (or if sent by facsimile transmission or email in PDF format, to a facsimile number or email address, as the case may be, provided
by the Trustee, with a copy sent, provided that oral or written confirmation of receipt shall have been received) to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Administration; or


 


(2)              
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and sent, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention:
Chief Financial Officer, with a copy to the Secretary; provided that notice shall not be deemed to be given until received by the Company.


 


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


 






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Section
1.06. Notice to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent, first-class
postage prepaid, or by email in PDF format to each Holder affected by such event, at its address or email 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. In any case where notice to Holders is given by mail or email, neither the failure to mail or email such notice, nor any
defect in any notice so mailed or emailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders and any notice which is sent in the manner herein provided shall be conclusively presumed to have been duly given. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


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 by mail or email, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Section
1.07. Conflict with Trust Indenture Act.


 


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.


 






    12


     


    

 


Section
1.08. Effect of Headings and Table of Contents.


 


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


 


Section
1.09. Successors and Assigns.


 


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


 


Section
1.10. 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
1.11. 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.


 


Section
1.12. Governing Law.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


The Company irrevocably consents and agrees,
for the benefit of the Holders from time to time of any Securities and the Trustee, that any legal action, suit or proceeding against
it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or any Security may
be brought in the courts of the State of New York located in the Borough of Manhattan, New York City, New York or the courts of the United
States of America located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of
the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam,
generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.


 


EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS
OF ANY SECURITY ISSUED HEREUNDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, ANY SECURITY OR THE TRANSACTION CONTEMPLATED HEREBY.


 






    13


     


    

 


Section
1.13. Legal Holidays.


 


In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security at a particular conversion
price or conversion rate, as the case may be, 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)) payment of interest or principal (and premium, if any) or, if applicable to a particular series of Securities,
conversion 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, at the Stated Maturity or on such last
day for conversion, as the case may be.


 


Section
1.14. Indenture and Securities Solely Corporate Obligations.


 


No recourse for the payment of the principal of
or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly
or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.


 


Section
1.15. Indenture May be Executed in Counterparts.


 


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


 


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


 






    14


     


    

 


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


 


Section
1.16. Obligation to Disclose Beneficial Ownership of Securities.


 


All securities shall be held and owned upon the
express condition that, upon demand of any regulatory agency having jurisdiction over the Company, and pursuant to law or regulation empowering
such agency to assert such demand, any Holder shall disclose to such agency the identity of the beneficial owners of all Securities held
by such Holder.


 


Section
1.17. Acceptance of Trust.


 


The Bank of New York Mellon Trust Company, N.A.,
the Trustee named herein, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions set forth herein.


 


ARTICLE
Two



SECURITY FORMS


 


Section
2.01. Forms Generally.


 


The Securities of each 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, in each case 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 3.03 for the authentication and delivery of such Securities.


 


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


 






    15


     


    

 


Section
2.02. Form of Face of Security.


 


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


 


KYNDRYL HOLDINGS, INC.


 


No. $


 


CUSIP No.


 


Kyndryl Holdings, Inc., a corporation duly
organized and existing under the laws 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 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 , at the rate of            % per annum,
until the principal hereof is paid or made available for payment [if applicable, insert—, provided that any
principal and 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 dates such amounts are due until they are paid or
made available for payment, and such interest 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
not so 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 fewer than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the
Security shall be computed on the basis of a 360-day year of twelve 30-day months.]


 


[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.]]


 



    16


     


    




 


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 , [if applicable, insert—which shall initially be the [principal corporate trust] office of the Trustee,]
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
[if applicable, insert—, provided, however, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register].


 


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 by manual or PDF or other electronically imaged (such as DocuSign or
Adobe Sign) signature, 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 executed.


 


	 	KYNDRYL HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	Attest:  	    	 



 


Section
2.03. Form of Reverse of Security.


 


This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of                   
(herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto 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 $                   
].


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not fewer than [if applicable, insert—10] days’ notice,
(1) on
                        in
any year commencing with the year
                    and ending with
the year                   through
operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] 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, and thereafter at a Redemption Price equal to
                    % of the principal
amount, together in the case of any such redemption [if applicable, insert—(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.]


 






    17


     


    

 


	Year	 	Redemption
 Price	 	Year	 	Redemption
 Price
	 	 	 	 	 	 	 



 


[If applicable, insert—The Securities of
this series are subject to redemption upon not less than [if applicable, insert— 10] days’ notice, (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].]


 






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[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 convertible into
Common Stock of the Company, insert—Subject to the provisions of the Indenture, the Holder of this Security is entitled,
at its option, at any time on or prior to Maturity (except that, in case this Security or any portion hereof shall be called for
redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption
at the close of business on the first Business Day next preceding the date fixed for redemption as provided in the Indenture unless
the Company defaults in making the payment due upon redemption), to convert the principal amount of this Security (or any portion
hereof which is $1,000 or an integral multiple thereof so long as the remaining portion of the Security is greater than
$               ), into fully paid and non-assessable
shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall
be constituted at the date of conversion, at the conversion price of
$                principal amount of Securities for each
share of Common Stock, or at the adjusted conversion price in effect at the date of conversion determined as provided in the
Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the
designated office or agency of the Company in
                      ,
accompanied (if so required by the Company) by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly
executed by the Holder or by its duly authorized attorney in writing. Such surrender shall, if made during any period beginning at
the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following
such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption
Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the
first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the
second such Business Day), also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid
requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and
on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to
be made on conversion for interest accrued hereon or for dividends on shares of Common Stock issued on conversion. The Company is
not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the
Company is a party or the sale of substantially all of the assets of the Company, the Indenture shall be amended, without the
consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property
receivable upon the consolidation, merger or sale by a holder of the number of shares of Common Stock into which this Security might
have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise
any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). In the
event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.]


 






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[If the Security is convertible into other securities
of the Company, specify the conversion features.]


 


[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 of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. 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 herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.


 






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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 indemnity or security satisfactory to the Trustee, 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 indemnity or security. 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 its 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 $                      
and integral multiples of $                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.


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
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.


 






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This Security shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said
State, without regard to conflict of laws principles thereof.


 


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


 


Section
2.04. Form of Legend for Global Securities.


 


Unless otherwise specified as contemplated by Section
3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section
2.05. 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 referred to in the within-mentioned Indenture.


 


Dated:


 


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






 






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Section
2.06. Form of Conversion Notice.


 


Conversion notices shall be in substantially the
following form:


 


To Kyndryl Holdings, Inc.:


 





The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof so long as the remaining
portion of the Security is greater than $               ) below
designated, in accordance with the terms of the Indenture referred to in this Security, and directs that any shares issuable and deliverable
upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice
is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related
Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date
during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business
Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account
of interest accompanies this Security.


 


	Principal Amount to be Converted ($1,000 or an integral multiple thereof, so long as the remaining portion is greater than $               ) U.S. $	 	 
	 	 	 
	Dated:	                 	 	
    

	 	 	 
	 	 	 
	 	 	 



 


	 	 	 	Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.
	 	 
	 	 	 
	 	 	
    Signature Guaranty






 






    23


     


    

 


Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder.




 


	 	 	 
	
    (Name)
	 	Social Security or Other
Taxpayer Identification Number
	 	 	 
	 	 	 
	(Address)	 	 
	 	 	 
	 	 	 
	Please print Name and Address (including
zip code number)	 	 



 


[The above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.]



 


ARTICLE
Three



THE SECURITIES


 


Section
3.01. Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided,
in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following:


 


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


 


(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 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section
3.03, are deemed never to have been authenticated and delivered hereunder);


 


(3)              
the price or prices at which the Securities of such series will be offered by the Company (such price or prices to be expressed
as percentage of the principal amount of the Securities of such series);


 






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(4)              
 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;


 


(5)              
the date or dates on which the principal of any Securities of the series is payable;


 


(6)              
the rate or rates at which any Securities of the series shall bear interest, if any, or the method of determining the rate or rates,
the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable or
the method of determining such dates and the Regular Record Date for any such interest payable on any Interest Payment Date;


 


(7)              
the rate or rates of interest, if any, payable on overdue installments of principal of, or any premium or interest on the Securities
of such series, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;


 


(8)              
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(9)              
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 or otherwise and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities shall be evidenced;


 


(10)          
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;


 


(11)          
if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities
of the series shall be issuable;


 


(12)          
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;


 


(13)          
if other than the currency of the United States of America, the currency, 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 purposes of the definition of “Outstanding” in Section
1.01;


 


(14)           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 or currency units other than that or those in which such Securities are stated to be
payable, the currency, 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);


 






    25


     


    

 


(15)          
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 5.02;


 


(16)          
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);


 


(17)          
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02
or 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such
Securities shall be evidenced and any changes or additions to the provisions provided in Article Thirteen of this Indenture and related
definitions and provisions dealing with defeasance, including the addition of additional covenants that may be subject to the Company’s
covenant defeasance option;


 


(18)          
if applicable, the terms of any right to convert Securities of the series into, or exchange securities for, shares of Common Stock
of the Company or other securities or property or cash in lieu of such Common Stock or other securities or property, and any corresponding
changes to the provisions of this Indenture as then in effect;


 


(19)          
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 that set forth in Section 2.04 and any circumstances in addition to or in lieu of those
set forth in Clause (2) of Section 3.05 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;


 


(20)          
any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;


 


(21)          
any Authenticating Agents, Paying Agents or Security Registrars;


 


(22)          
whether the Securities shall be issued with Guarantees and, if so, to name one or more Guarantors, the terms and conditions, if
any, of any Guarantee with respect to Securities of any series, to provide for the terms and conditions upon which Guarantees may be released
or terminated, and any corresponding changes to the provisions of this Indenture as then in effect;


 






    26


     


    

 





(23)          
 the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the Trust Indenture Act are applicable
and any corresponding changes to provisions of this Indenture as then in effect;


 


(24)          
any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and


 


(25)          
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01(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 3.03) set forth, or determined in the manner provided, in the Officer’s 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,
a series may be reopened for issuances of additional Securities of such series.


 


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 Officer’s Certificate setting
forth the terms of the series.


 


Section
3.02. 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 3.01. 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 integral multiples of $1,000 in excess thereof.


 


Section
3.03. Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by any Officer of the Company. The signature of any of the Officers on the Securities may be manual, facsimile or electronic signature.


 


Securities bearing such 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 for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and
delivered by the Trustee from time to time upon the written order of Persons designated in said Company Order and that such Persons
are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate
and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Section 2.01 and 3.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, a copy of such Board Resolution, the Officer’s Certificate setting
forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,


 






    27


     


    

 


(1)              
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, 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 3.01, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(3)              
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


If such form or terms have been so established,
the Trustee shall not be required to authenticate such 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.


 


Notwithstanding the provisions of Section 3.01
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 Officer’s Certificate otherwise required pursuant to Section 3.01 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.


 


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 by manual or PDF or other electronically imaged (such as
DocuSign or Adobe Sign) signature, 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 3.09, 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.


 






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Section
3.04. 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.


 


Section
3.05. Registration; Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in 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 may change any Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Security
Registrar.


 


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.


 






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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 its 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 3.04, 9.06 or 11.07 not involving any transfer.


 


If the Securities of any series (or of any series
and specified tenor) are to be redeemed 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 the sending of a notice of redemption of any such Securities selected for redemption under Section
11.03 and ending at the close of business on the day of such sending, 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.


 


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, 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 (i) has notified the Company that it 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, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any,
in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.


 


(3)               Subject
to Clause (2) above, 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.


 






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(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, Section 3.04, 3.06, 9.06 or 11.07 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.


 


None of the Trustee, the Paying Agent and the Security
Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between
or among 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 the Securities, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


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


 


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


 


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


 


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


 


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


 


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


  


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


 






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Section
3.07. Payment of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, 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.


 


In the case of Securities represented by a Global
Security registered in the name of or held by a Depository or its nominee, unless otherwise specified by Section 3.01, payment of principal,
premium, if any, and interest, if any, will be made to the Depository or its nominee, as the case may be, as the registered owner or Holder
of such Global Security. None of the Company, the Trustee and the Paying Agent, any Authenticating Agent or the Security Registrant for
such Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of a beneficial
ownership interest in a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


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 to the Persons in whose names the Securities of such series (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 Security of such series 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 fewer than 10 days prior to the date of the proposed payment and not fewer 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 Securities of such series in the manner set forth in Section 1.06, not fewer 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 sent, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (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).


 






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(2)              
The Company may make payment of any Defaulted Interest on the Securities of any 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.


 


Subject to the foregoing provisions of this Section,
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.


 


Subject to the provisions of Section 14.02, in
the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at
Stated Maturity or by declaration of acceleration or otherwise 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 any 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 or in Section 14.02, in the case of any Security (or any part thereof) which is converted, interest whose Stated Maturity is
after the date of conversion of such Security (or such part thereof) shall not be payable.


 


Section
3.08. Persons Deemed Owners.


 


Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section
3.07) 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.


 


In the case of a Global Security, so long as the
Depository for such Global Security, or its nominee, is the registered owner of such Global Security, such Depository or such nominee,
as the case may be, will be considered the sole owner or Holder of the Securities represented by such Global Security for all purposes
under this Indenture. Except as provided in Section 3.05, owners of beneficial interests in a Global Security will not be entitled to
have Securities that are represented by such Global Security registered in their names, will not receive or be entitled to receive physical
delivery of such Securities in definitive form and will not be considered the owners or Holders thereof under this Indenture.


 






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Notwithstanding the foregoing, with respect to
any Global Security, nothing herein shall (a) prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a Depository or (b) impair, as between a Depository and
holders of beneficial interest in any Global Security, the operation of customary practices governing the exercise of the rights of the
Depository as Holder of such Global Security.


 


None of the Trustee, the Paying
Agent and the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, a Depositary
participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participant,
with respect to any ownership interest in the Securities or with respect to the delivery to any Depositary participant, beneficial owner
or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or
with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary
or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through
the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely
and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any
beneficial owners in the absence of bad faith, gross negligence or willful misconduct. The Trustee, the Paying Agent and the Security
Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security
for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest
and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest
in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None
of the Trustee, the Paying Agent and the Security Registrar shall have any responsibility or liability for any acts or omissions of the
Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership
interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between
or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security,
or for any transfers of beneficial interests in any such Global Security.


 


Section
3.09. Cancellation.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly canceled 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 canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange or any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be
returned to the Company, or upon request by the Company, deliver to the Company certificates of destruction with respect
thereto.


 






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Section
3.10. Computation of Interest.


 


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


 


Section
3.11. CUSIP Numbers.


 


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


 


ARTICLE
Four



SATISFACTION AND DISCHARGE


 


Section
4.01. Satisfaction and Discharge of Indenture.


 


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


 


(1)              
either


 


(A)            
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided
in Section 10.03) have been delivered to the Trustee for cancellation; or


 


(B)             
all 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


 






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(iii)           
 if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company,


 


in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose lawful money of the United States of America or U.S. Government
Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide lawful
money not later than the due dates of principal (and any premium) or interest, or any combination thereof 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;


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Company to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section,
the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.


 


Section
4.02. Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest
for whose payment such money has been deposited with the Trustee.


 


Section
4.03. Repayment to the Company.


 


Upon termination of the trust established pursuant
to Section 4.01 hereof, the Trustee and Paying Agent shall promptly pay to the Company any excess money or U.S. Government Obligations.


 






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ARTICLE
Five


 


REMEDIES


 


Section
5.01. Events of Default.


 


“Event of Default,” wherever used herein
with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or 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, except to the extent such event is specifically deleted or modified
as contemplated by Section 3.01 for the Securities of that series):


 


(1)              
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(2)              
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


 


(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 30 days; or


 


(4)              
with respect to a series of Securities, 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 specifically
dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series
or which has been included in this Indenture but not made applicable to the Securities of such series), and continuance of such default
or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or


 


(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 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; or


 






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(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; or


 


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


 


Section
5.02. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of
Default specified in Section 5.01(5) or 501(6)) with respect to Securities of any 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, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount
(or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.01(5) or 501(6) with respect
to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by
the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately
due and payable.


 


At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of 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,


 


(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


 






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(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 5.13.


 


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


 


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


 


The Company covenants that if


 


(1)              
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 30 days, or


 


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


 


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
5.04. Trustee May File Proofs of Claim.


 


In case of any judicial proceeding relative to
the Company (or any other obligor upon the Securities), its property or its 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. In particular, 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 6.07.


 


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.


 






    39


     


    

 


Section
5.05. 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
5.06. Application of Money Collected.


 


Any money collected by the Trustee pursuant to
this Article, or, after an Event of Default, any money or other property distributable in respect of the Company’s obligations under
this Indenture, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of
such money or property on account of principal or 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 Section 6.07 (including any predecessor trustee);


 


SECOND: To the payment of the amounts then due
and unpaid for principal of and any premium, if any, 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, if any, and interest, respectively; and


 


THIRD: The balance, if any, to the Company or any
other Person or Persons entitled thereto.


 


Section
5.07.  Limitation on Suits.


 


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


 


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


 






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


 


(4)              
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security 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
5.08. 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 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date), to convert such Securities in accordance with Article Fourteen and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section
5.09. Restoration of Rights and Remedies.


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in every such case, 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
5.10. Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, 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
5.11. 


 


Delay or Omission Not Waiver.


 


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


 






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Section
5.12. Control by Holders.


 


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


 


(1)              
such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that
the action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in
such direction, and


 


(2)              
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture.


 


Section
5.13. Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


Section
5.14. 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, including legal fees and
expenses, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section 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 in any suit for the enforcement of the right to convert any Security in
accordance with Article Fourteen or in any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders
for the enforcement of the payment of the principal of, or any premium or interest on, any Security on or after the due date for
such payment.


 


Section
5.15. 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
Six



THE TRUSTEE


 


Section
6.01. Certain Duties and Responsibilities.


 


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


 


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


 


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


 


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


 


(c)       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


 


(1)       this
Subsection (c) shall not be construed to limit the effect of Subsections (a) or (d) of this Section;


 


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


 


(3)       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 herein, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities of such series.


 


(d)       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 indemnity against such risk or liability is not reasonably assured to it.


 


(e)       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.


 


(f)       The Trustee shall not
be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by
the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)       The
Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.


 






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Section
6.02. Notice of Defaults.


 


Within 90 days after the occurrence of any default
hereunder with respect to Securities of any series and a Responsible Officer of the Trustee receives written notice of such default at
its Corporate Trust Office, the Trustee shall give the Holders of Securities of such series notice of such default actually known to it
as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof and the Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series. For the purpose of this Section, the term “default”
means 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
6.03. Certain Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


(1)              
 the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document 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 shall be sufficiently evidenced by a Board Resolution;


 


(3)              
the Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(4)              
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 indemnity or security
satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction;


 


(5)              
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 further inquiry or investigation into such facts or matters as it may
see fit;


 


(6)              
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;


 


(7)              
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;


 


(8)              
the Trustee shall not be deemed to have notice of any default or Event of Default unless written notice of any event which is in
fact such a default or Event of Default is received by a Responsible Officer the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;


 






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(9)              
the permissive rights of the Trustee to do the things enumerated in this Indenture shall not be construed as a duty unless so specified
herein. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful
misconduct;


 


(10)           whenever
in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action hereunder, such matter may be deemed to be conclusively proved and
established by an Officer’s Certificate and/or an Opinion of Counsel, and such Officer’s Certificate and/or Opinion of
Counsel shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of the Indenture in
reliance upon such Officer’s Certificate and/or Opinion of Counsel, but in its discretion the Trustee may, in lieu thereof,
accept other evidence of such matter or may request such additional evidence as it may deem reasonable;


 


(11)          
in no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(12)          
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder; provided, however, that only the Trustee, and not any agent, custodian or other
Person employed to act hereunder, shall be held to a prudent person standard upon the occurrence of and during an Event of Default;


 


(13)          
the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
to the extent caused, directly or indirectly, by natural disasters, fire, acts of God, strikes or other labor disputes, work stoppages,
acts of war or terrorism, general civil unrest, epidemics, pandemics, act of any government, governmental authority or police or military
authority, declared state of emergency, legal constraint, the interruption, loss or malfunction of utilities, communications or computer
systems, or any other similar events beyond its reasonable control; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;
and


 


(14)          
the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized
to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and
not superseded.


 






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Section
6.04. Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as
to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or the proceeds thereof. The Trustee shall not be
responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or
investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation,
warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.


 


Section
6.05. May Hold Securities and Act as Trustee Under Other Indentures.


 


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 Section 6.08 and 6.13, 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.


 


Subject to the limitations imposed by the Trust
Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee under other indentures under which
other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the same manner
as if it were not Trustee hereunder.


 


Section
6.06. Money Held in Trust.


 


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


 


Section
6.07. Compensation and Reimbursement.


 


The Company agrees


 


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


 


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


 






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(3)              
to indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to hold
them harmless against, any and all loss, damage, claims, liability or expense, including reasonable and documented fees and expenses of
counsel, arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim (whether asserted by 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, or in connection with
enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s
own negligence, willful misconduct or bad faith.


 


In addition to, but without prejudice to its other
rights under this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 5.01(5) or 5.01(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.


 


As security for the performance of the obligations
of the Company under this Section 6.07 the Trustee shall have a lien prior to the Securities 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 particular Securities.


 


The provisions of this Section 6.07 shall survive
the registration or removal of the Trustee, the satisfaction and discharge of the Indenture and the Securities and/or the termination
for any reason of this Indenture.


 


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


 


Section
6.08. Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of Section 310(b) 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 such 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
6.09. 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 and has (or if the Trustee is a member
of a bank holding company system, its bank holding company has) a combined capital and surplus of at least $50,000,000. 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 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,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 






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Section
6.10. 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 6.11.


 


The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


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 6.11 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 at any time:


 


(1)              
the Trustee shall fail to comply with Section 6.08 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 6.09 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 5.14, 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 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 6.11, 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 6.11, the retiring Trustee may petition, or 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.


 


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 1.06. 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.


 






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Section
6.11. Acceptance of Appointment by Successor.


 


In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company
and 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, subject to the lien provided for in Section 6.07.


 


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, upon payment in full of all of its charges, 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.


 


Upon the reasonable written 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.


 






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


 


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


 


Section
6.13. 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
6.14. Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. 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 (or if the
Authenticating Agent is a member of a bank holding company system, its bank holding company has) 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, 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, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.


 


Any Person into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any Person succeeding to all or substantially all 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, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


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, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice
of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the 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.


 


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


 


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


 


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


 






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Dated:


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






 






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ARTICLE
Seven



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


The Company will furnish or cause to be furnished
to the Trustee


 


(1)              
semi-annually, not later than 15 days after the Regular Record Date, 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 such Regular Record Date, 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; provided that no
such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.


 


Section
7.02. 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 7.01, if any, 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 7.01 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 the Company nor the Trustee nor any agent of either 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
7.03. 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 the Trust Indenture Act at the times and in
the manner provided pursuant thereto.


 


If required by Section 313(a) of the Trust Indenture
Act, the Trustee shall, within sixty days after each May 1 following the date of this Indenture deliver to Holders a brief report, dated
as of such May 1, which complies with the provisions of such Section 313(a) of the Trust Indenture Act.


 


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 promptly notify the Trustee when any Securities are listed on any stock exchange or of any delisting
thereof.


 






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Section
7.04. Reports by Company.


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is so required to be filed with the Commission. The Company shall be deemed to have complied
with the previous sentence to the extent that such information, documents and reports are filed with the Commission via EDGAR (or any
successor electronic delivery procedure); provided, however, that the Trustee shall have no obligation whatsoever
to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR system (or its successor).


 


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive
knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants pursuant to Article Ten herein (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).


 


ARTICLE
Eight



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


The Company shall not consolidate with or merge
into any other Person (in a transaction in which the Company is not the surviving corporation) or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties or assets to any other Person, unless:


 


(1)              
 the Company is the continuing entity, or the Person formed from the consolidation, merger, sale or conveyance or the Person that
received the transfer of or leases the assets or other disposal is a Person organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture hereto, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium
(if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company
to be performed or observed and the conversion rights shall be provided for in accordance with Article Fourteen, if applicable, or as
otherwise specified pursuant to Section 3.01, by supplemental indenture reasonably satisfactory in form to the Trustee, executed and delivered
to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged
or by the Person which shall have acquired the Company’s assets;


 


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


 


(3)              
the Company or the continuing entity has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, subject
to customary qualifications and exceptions, each stating that such consolidation, merger, sale or conveyance, transfer or lease or other
disposal and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this
Article and that all conditions precedent herein relating to such transaction have been complied with.


 






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Section
8.02. Successor Substituted.


 


Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any sale, conveyance, transfer, lease or other disposal of all or substantially all of
the properties and assets of the Company to any other Person in accordance with Section 8.01, the successor Person formed by such consolidation
or into which the Company is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Securities.


 


ARTICLE
Nine



SUPPLEMENTAL INDENTURES


 


Section
9.01. Supplemental Indentures Without Consent of Holders.


 


Without the consent of any Holders, the Company
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:


 


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


 


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


 


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


 


(5)              
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, 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 secure the Securities; or


 


(7)              
to establish the form or terms of Securities of any series as permitted by Section 2.01 and 3.01; or


 


(8)              
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(9)              
to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article Fourteen, including
providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company
or any Guarantor; or


 






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(10)          
to add Guarantees with respect to the Securities of such series, and to name one or more Guarantors, the terms and conditions of
any Guarantee with respect to the Securities of such series, to provide for the terms and conditions upon which such Guarantees may be
released or terminated, or to confirm and evidence the release, termination or discharge of any such Guarantee when such release, termination
or discharge is permitted under this Indenture; or


 


(11)          
 to cure any ambiguity or error, 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 (11) shall not adversely affect the rights of any Holders of Securities of any series in any material
respect; or


 


(12)          
to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely
affect the rights of any Holders of Securities of such series or any other series of Securities in any material respect; or


 


(13)          
to comply with any requirements in connection with qualifying this Indenture under the Trust Indenture Act; or


 


(14)          
to make any other change that does not adversely affect the rights of any Holders of Securities of such series or any other series
of Securities in any material respect.


 


Section
9.02. Supplemental Indentures With Consent of Holders.


 


With the consent of the Holders of a majority in
principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by 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 of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 


(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 5.02, 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 institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


 


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


 


(3)               modify
any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and
Section 10.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11 and 9.01(8), or


 


(4)              
if applicable, make any change that adversely affects the right to convert any security as provided in Article Fourteen or pursuant
to Section 3.01 (except as permitted by Section 9.01(9)) or decrease the conversion rate or increase the conversion price of any such
security.


 


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


 


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


 






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Section
9.03. 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 6.01 and 6.03) shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture
and an Opinion of Counsel to the effect that such supplemental indenture is enforceable against the Company in accordance with its terms,
subject to then customary exceptions. 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
9.04. Effect of Supplemental Indentures.


 


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


 


Section
9.05. Conformity with Trust Indenture Act.


 


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


 


Section
9.06. Reference in Securities to Supplemental Indentures.


 


Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the 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
Ten



COVENANTS


 


Section
10.01. 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.


 


Section
10.02. Maintenance of Office or Agency.


 


The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of 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 of that series 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 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.


 






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


 


If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of 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 each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such principal or any premium or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal or any premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held by it for the payment
of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default
by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any)
or interest on the Securities of that series; and (3) at any time during the continuance of any such default, 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 (and premium, if any) or interest on any Security of
any series and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days prior to the date such money
would escheat to the State or two years after such principal (and premium, if any) or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.


 


Section
10.04. Statement by Officers as to Default.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate, stating whether
or not, to the best knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if
the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.


 


The Company shall deliver to the Trustee, as soon
as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an event which,
with notice or the lapse of time or both, would constitute an Event of Default, a written notice setting forth the details of such Event
of Default or default and the action which the Company proposes to take with respect thereto.


 






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Section
10.05. Existence.


 


Subject to Article Eight, the Company will do or
cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate or other existence.


 


Section
10.06. Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated by
Section 3.01 for Securities of such series, or in a supplemental indenture the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section
3.01(19), 9.01(2), 9.01(7), if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect
of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE
Eleven



REDEMPTION OF SECURITIES


 


Section
11.01. 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
3.01 for such Securities) in accordance with this Article.


 


Section
11.02. Election to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for
such Securities. In case of any redemption at the election of the Company of the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 20 days (or 25 days if fewer than all the Securities of
any series are to be redeemed) prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee in writing of such Redemption Date, of the principal amount of Securities of such series to be
redeemed (or other method to determine the principal amount to be redeemed) and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction.


 






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Section
11.03. Selection by Trustee of Securities to Be Redeemed.


 


If fewer 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), not more than 25 days prior to the Redemption Date, the particular Securities or portions thereof for redemption
from the Outstanding Securities of such series not previously called shall be selected in accordance with the procedures of The Depository
Trust Company or by lot or by such method as the Trustee deems fair and appropriate, 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 fewer 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 25 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 with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be), at the option of the Company, 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 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 three 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
11.04. Notice of Redemption.


 


Notice of redemption shall be given in the manner
provided in Section 1.06 not fewer than 10 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in
the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security Register.


 









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Failure to give notice in the manner herein provided
to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice of any such Holder,
shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof.


 


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


 


All notices of redemption shall identify the Securities
to be redeemed (including CUSIP number(s)) and shall state:


 


(1)              
the Redemption Date,


 


(2)              
the Redemption Price (including accrued interest, if any),


 


(3)              
if fewer 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 or other method to determine the principal amounts)
of the particular Securities to be redeemed and, if fewer 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)              
if applicable, the conversion price, that the date on which the right to convert the principal of the Securities or the portions
thereof to be redeemed will terminate will be the Business Day prior to the Redemption Date and the place or places where such Securities
may be surrendered for conversion,


 


(7)              
in case any Securities are to be redeemed in part only, the notice which relates to such Security shall state that on and after
the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities
of authorized denominations for the principal amount thereof remaining unredeemed, 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, at the Company’s request, by the Trustee in the name and at the
expense of the Company and shall be irrevocable.


 






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Any redemption or notice of
any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited
to, completion of an equity offering or change of control, issuance of indebtedness or other transaction or event. If any redemption
is subject to satisfaction of one or more conditions precedent, the notice of redemption in respect thereof shall describe each such
condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such
time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or that such redemption may
not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by
the Company in its sole discretion) by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed.


 


The Company may provide in a notice of redemption
that payment of the applicable Redemption Price and the performance of the Company’s obligations with respect to such redemption
may be performed by another Person.


 


Section
11.05. Deposit of Redemption Price.


 


On or prior to 11:00 a.m., New York time, on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 


If any Security called for redemption is converted,
any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to the right of any Holder of such Security to receive interest as provided in the last paragraph of Section 3.07) be paid to
the Company on Company Request, or if then held by the Company, shall be discharged from such trust.


 


Section
11.06. Securities Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) 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, if any, to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.01, 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 3.07.


 


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.


 






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Section
11.07. 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 its attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series 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. If
a Security in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in denomination equal to and in exchange for the unredeemed portion of the principal of
the Security in global form so surrendered.


 


ARTICLE
Twelve



SINKING FUNDS


 


Section
12.01. Applicability of Article.


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01 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 12.02. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.


 


Section
12.02. 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 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, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 






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Section
12.03. Redemption of Securities for Sinking Fund.


 


Not fewer than 30 days prior to each sinking fund
payment date for any Securities, the Company will deliver to the Trustee an Officer’s 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 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not fewer than 15 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 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.


 


ARTICLE
Thirteen



DEFEASANCE AND COVENANT DEFEASANCE


 


Section
13.01. Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at any time,
to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities, as the case may be, designated pursuant
to Section 3.01 as being defeasible pursuant to such Section 13.02 or 13.03, in accordance with any applicable requirements provided pursuant
to Section 3.01 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.01 for such Securities.


 


Section
13.02. Defeasance and Discharge.


 


Upon the Company’s exercise of its option
(if any) to have this Section 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 on and after the date the conditions
set forth in Section 13.04 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 its other 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
13.04 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, (2) the Company’s obligations with respect to such Securities under Section 3.04, 3.05, 3.06, 10.02 and 10.03,
and, if applicable, Article Fourteen, (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 applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.03 applied to such Securities.


 






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Section
13.03. Covenant Defeasance.


 


Upon the Company’s exercise of its option
(if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released
from its obligations under Article Eight, Section 7.04, and any covenants provided pursuant to Section 3.01(19), 9.01(2) or 9.01(7) and
any other covenants specified by the terms of any series of Securities and (2) the occurrence of any event specified in Section 5.01(4)
(with respect to any of Article Eight, Section 7.04, and any such covenants provided pursuant to Section 3.01(19), 9.01(2) or 9.01(7)
and any other covenants specified by the terms of any series of Securities) 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 on and after the date the conditions set forth in Section 13.04
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 5.01(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 shall be unaffected thereby.


 


Section
13.04. Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the application
of Section 13.02 or 13.03 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 6.09 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) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants 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 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 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.


 






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(2)              
In the event of an election to have Section 13.02 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 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 instrument, 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 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
be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)              
In the event of an election to have Section 13.03 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 to the effect that the Holders of such Securities will not recognize
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 be the case if such deposit
and Covenant Defeasance were not to occur.


 


(4)              
The Company shall have delivered to the Trustee an Officer’s 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 shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in
Sections 5.01(5) and 5.01(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).


 


(6)              
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).


 


(7)              
Such Defeasance or Covenant Defeasance 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.


 


(8)              
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 





(9)              
 The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 






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Section
13.05. Deposited Money and U.S. Government Obligations to Be Held in Trust, Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as
the “Trustee”) pursuant to Section 13.04 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) 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 so held in trust need not be segregated from
other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.04
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 or U.S. Government Obligations held by
it as provided in Section 13.04 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
13.06. 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 obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 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 13.05 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.


 






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ARTICLE
Fourteen



CONVERSION AND EXCHANGE OF SECURITIES


 


Section
14.01. Applicability of Article.


 


The provisions of this Article shall be applicable
to the Securities of any series which are convertible or exchangeable into shares of Common Stock of the Company, and the issuance of
such shares of Common Stock upon the conversion or exchange of such Securities, except as otherwise specified as contemplated by Section
3.01 for the Securities of such series.


 


Section
14.02. Exercise of Conversion and Exchange Privilege.


 


In order to exercise a
conversion or exchange privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the
Company at the office or agency maintained for that purpose pursuant to Section 10.02, accompanied by a duly executed conversion or
exchange notice to the Company substantially in the form set forth in Section 2.06 stating that the Holder elects to convert or
exchange such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such
Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable
on such conversion or exchange shall be issued. Securities surrendered for conversion or exchange shall (if so required by the
Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the
Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for
conversion or exchange (in whole or in part) during the period from the close of business on any Regular Record Date to the opening
of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the
period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day
after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business
Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security then being converted or exchanged, and such interest shall be payable
to such registered Holder notwithstanding the conversion or exchange of such Security, subject to the provisions of Section 3.07
relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any
payment required pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an
Officer’s Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of
Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its
written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion or exchange
of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officer’s
Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock
otherwise issuable upon such conversion or exchange. Such conversion or exchange shall be deemed to have been effected immediately
prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper
order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall
have so surrendered such Security and shall have instructed the Company to effect the conversion or exchange on a particular date
following such surrender and such Holder shall be entitled to convert or exchange such Security on such date, in which case such
conversion or exchange shall be deemed to be effected immediately prior to the close of business on such date) and at such time the
rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion or exchange shall be
deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to
the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion or exchange on account of any
interest accrued on the Securities (or any part thereof) surrendered for conversion or exchange or on account of any dividends on
the Common Stock of the Company issued upon such conversion or exchange.


 


In the case of any Security which is converted
or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver to
or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations,
in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.


 






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Section
14.03. No Fractional Shares.


 


No fractional share of Common Stock of the Company
shall be issued upon conversions or exchanges of Securities of any series. If more than one Security shall be surrendered for conversion
or exchange at one time by the same Holder, the number of full shares which shall be issuable upon conversion or exchange shall be computed
on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered.
If, except for the provisions of this Section, any Holder of a Security or Securities would be entitled to a fractional share of Common
Stock of the Company upon the conversion or exchange of such Security or Securities, or specified portions thereof, the Company shall
pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Common Stock is
listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the last reported sale
price regular way on such exchange or market on the last trading day prior to the date of conversion or exchange upon which such a sale
shall have been effected, or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on a national
securities exchange or market, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter market,
on the last trading day prior to the date of conversion or exchange, as reported by the National Quotation Bureau, Incorporated or similar
organization if the National Quotation Bureau, Incorporated is no longer reporting such information, or if not so available, the fair
market price as determined by the Board of Directors. For purposes of this Section, “trading day” shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday other than any day on which the Common Stock is not traded on the New York Stock Exchange, or
if the Common Stock is not traded on the New York Stock Exchange, on the principal exchange or market on which the Common Stock is traded
or quoted.


 






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Section
14.04. Adjustment of Conversion and Exchange Price.


 


The conversion or exchange price of Securities
of any series that is convertible or exchangeable into Common Stock of the Company shall be adjusted for any stock dividends, stock splits,
reclassifications, combinations or similar transactions in accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Securities of such series.


 


Whenever the conversion or exchange price is adjusted,
the Company shall compute the adjusted conversion or exchange price in accordance with terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officer’s Certificate setting forth the adjusted conversion or exchange price and showing in reasonable
detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained
for the purpose of conversion or exchange of Securities pursuant to Section 10.02 and, if different, with the Trustee. The Company shall
forthwith cause a notice setting forth the adjusted conversion or exchange price to be sent to each Holder of Securities of such series
at its address appearing on the Security Register and to any conversion or exchange agent other than the Trustee.


 


Section
14.05. Notice of Certain Corporate Actions. 

In case:


 


(1)              
the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment
pursuant to Section 14.04; or


 


(2)              
the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants
to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval
of any shareholders of the Company is required); or


 


(3)              
of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of
Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders
of the Company is required), or of the sale of all or substantially all of the assets of the Company; or


 


(4)              
of the voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then the Company shall cause to be filed with the Trustee, and
shall cause to be sent to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10
days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating
(i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution,
rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share
exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at
any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.


 






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Section
14.06. Reservation of Shares of Common Stock.


 


The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion or
exchange of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion or exchange of all
outstanding Securities of any series that has conversion or exchange rights.


 


Section
14.07. Payment of Certain Taxes Upon Conversion and Exchange.


 


Except as provided in the next sentence, the Company
will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on conversion or exchange
of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities
to be converted or exchanged, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to
the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.


 


Section
14.08. Nonassessability.


 


The Company covenants that all shares of its Common
Stock which may be issued upon conversion or exchange of Securities will upon issue in accordance with the terms hereof be duly and validly
issued and fully paid and nonassessable.


 


Section
14.09. Provision in Case of Consolidation, Merger or Sale of Assets.


 


In case of any consolidation or merger of the
Company with or into any other Person, any merger of another Person with or into the Company (other than a merger which does not
result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security of a series then Outstanding that is convertible or
exchangeable into Common Stock of the Company shall have the right thereafter (which right shall be the exclusive conversion or
exchange right thereafter available to said Holder), during the period such Security shall be convertible or exchangeable, to
convert or exchange such Security only into the kind and amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease by a holder of the number of shares of Common Stock of the Company into
which such Security might have been converted or exchanged immediately prior to such consolidation, merger, conveyance, sale,
transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or
merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the
case may be (a “Constituent Person”), or an Affiliate of a Constituent Person and (ii) failed to exercise his
rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation,
merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of
the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent
Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-electing
Share”), then for the purpose of this Section, the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the
kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Article or in accordance with the terms of the supplemental indenture or
Board Resolutions setting forth the terms of such adjustments. The above provisions of this Section 14.09 shall similarly apply to
successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental
indenture shall be given by the Company to the Holder of each Security of a series that is convertible or exchangeable into Common
Stock of the Company as provided in Section 1.06 promptly upon such execution.


 






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Neither the Trustee nor any conversion or exchange
agent, if any, shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture
relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities of
a series convertible or exchangeable into Common Stock of the Company upon the conversion or exchange of their Securities after any such
consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause
to be furnished to the Trustee upon request.


 


Section
14.10. Duties of Trustee Regarding Conversion and Exchange.


 


Neither the Trustee nor any conversion or
exchange agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible
or exchangeable into Common Stock of the Company to determine the conversion or exchange rate (or any adjustments thereto) or
whether any facts exist which may require any adjustment of the conversion or exchange price, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture (or
whether any provisions of any supplemental indenture are correct), any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion
or exchange agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock
of the Company, or of any securities or property, which may at any time be issued or delivered upon the conversion or exchange of
any Securities and neither the Trustee nor any conversion or exchange agent makes any representation with respect thereto. Subject
to the provisions of Section 6.01, neither the Trustee nor any conversion or exchange agent shall be responsible for any failure of
the Company to issue, transfer or deliver any shares of its Common Stock or stock certificates or other securities or property upon
the surrender of any Security for the purpose of conversion or exchange or to comply with any of the covenants of the Company
contained in this Article Fourteen or in the applicable supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the Company.


 






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Section
14.11. Repayment of Certain Funds Upon Conversion and Exchange.


 


Any funds which at any time shall have been deposited
by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, and premium, if
any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited for the sinking fund referred to in
Article Twelve hereof and funds deposited pursuant to Article Thirteen hereof) and which shall not be required for such purposes because
of the conversion or exchange of such Securities as provided in this Article Fourteen shall after such conversion or exchange be repaid
to the Company by the Trustee upon the Company’s written request.


 


ARTICLE
Fifteen



GUARANTEES


 


Section
15.01. Guarantee.


 


(1)              
Unless otherwise specified with respect to a series of Securities, subject to this Article Fifteen, to the extent provided for
in any series of Securities under the Indenture, each Guarantor of such series of Securities will, jointly and severally, irrevocably
and unconditionally guarantee, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, such series of Securities or the obligations of the Company hereunder or thereunder,
that: (A) the principal, premium, if any, and interest on the Security shall be promptly paid in full when due, whether at Stated Maturity,
by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Securities, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or under the Securities shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (B) in case of any extension of time of payment or renewal of any
Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment by the Company when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 






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(2)              
 Each Guarantor, by being named as a Guarantor of any series of Securities, hereby agrees that its obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action
to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge
or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained
in the Securities and this Indenture, or pursuant to Section 15.06.


 


(3)              
Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’
fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.


 


(4)              
If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such
Holder, the Guarantee under this Section 15.01, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(5)              
Each Guarantor of a series of Securities agrees that it shall not be entitled to any right of subrogation in relation to the Holders
of such series of Securities in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby
with respect to such series of Securities. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (A) the maturity of the obligations guaranteed hereby may be accelerated with respect to a series
of Securities as provided in Article Five for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (B) in the event of any declaration of acceleration
of such obligations with respect to a series of Securities as provided in Article Five, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the applicable
series of Securities under the Guarantees.


 


(6)               Each
Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should
a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the
Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee
on the Securities or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise,
all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded,
reduced, restored or returned, the Securities of the applicable series shall, to the fullest extent permitted by law, be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 






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(7)              
In case any provision of any Guarantee with respect to a series of 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.


 


(8)              
Each payment to be made by a Guarantor in respect of its Guarantee of a series of Securities shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature.


 


Section
15.02. Limitation on Guarantor Liability.


 


Each Guarantor and, by its acceptance of Securities,
each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent
conveyance or a fraudulent transfer for purposes of bankruptcy law in the United States of America, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate
the foregoing intention, the Trustee, the Holders and the Guarantors of a series of Securities hereby irrevocably agree that the obligations
of each Guarantor of such series of Securities shall be limited to the maximum amount as will, after giving effect to such maximum amount
and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of any other Guarantor of such series of Securities in respect
of the obligations of such other Guarantor of such series of Securities under this Article Fifteen, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of
such series of Securities that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed obligations
under this Indenture to a contribution from each other Guarantor of such series of Securities in an amount equal to such other Guarantor’s
pro rata portion of such payment based on the respective net assets of all the Guarantors of such series of Securities at the time of
such payment determined in accordance with generally accepted accounting principles in the United States of America.


 


Section
15.03. Execution and Delivery.


 


(1)              
To evidence its Guarantee of a series of Securities set forth in Section 15.01, each Guarantor hereby agrees that a supplemental
indenture to this Indenture with respect to such Guarantee shall be executed on behalf of such Guarantor by an Officer or person holding
an equivalent title.


 


(2)              
Each Guarantor shall in such supplemental indenture agree that its Guarantee of the applicable series of Securities set forth in
Section 15.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on
the Securities of such series.


 






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(3)              
 If an Officer whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee
authenticates the Security, the Guarantees of such series of Securities shall be valid nevertheless.


 


(4)              
The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee
with respect to such Security set forth in this Indenture or supplemental indenture on behalf of the Guarantors of such series of Securities.


 


Section
15.04. Subrogation.


 


Each Guarantor shall be subrogated to all rights
of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 15.01; provided that,
if an Event of Default has occurred and is continuing with respect to a series of Securities, no Guarantor shall be entitled to enforce
or receive any payments arising out of, or based upon, such right of subrogation with respect to such series of Securities until all amounts
then due and payable by the Company under this Indenture with respect to such series of Securities or the Securities of such series shall
have been paid in full.


 


Section
15.05. Benefits Acknowledged.


 


Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by
it pursuant to its Guarantee are knowingly made in contemplation of such benefits.


 


Section
15.06. Release of Guarantees.


 


Notwithstanding anything in this Article Fifteen
to the contrary, concurrently with the payment in full of the principal of, premium, if any, and interest on Securities of a series or
upon Defeasance or Covenant Defeasance with respect to Securities of a series, every Guarantor shall be released from and relieved of
its obligations under this Article Fifteen with respect to the Securities of such series. Upon the delivery by the Company to the Trustee
of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guarantee
was made by the Company in accordance with the provisions of this Indenture and the Securities, the Trustee (at the expense of the Company)
shall execute and deliver any documents reasonably required in order to evidence the release of each Guarantor from its obligations under
this Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest on such Securities and all other obligations
of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of each Guarantor under
this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the principal of, premium,
if any, and interest on such Securities are paid in full, and each Guarantor shall enter into an amendment to this Guarantee, reasonably
satisfactory to the Trustee, evidencing such revival and reinstatement.


 






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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.


 


	 	KYNDRYL HOLDINGS, INC.




 


		By:	/s/ Mark Hobbert



		Name:	Mark Hobbert
	 	Title:	Assistant Treasurer



 


[Signature Page to Base Indenture]


 






     


     


    

 


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

as Trustee




 





		By:	/s/ Julie Hoffman-Ramos



		Name:	Julie Hoffman-Ramos
	 	Title:	Vice President



 



[Signature Page to Base Indenture]